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 August 2025

 

 

 

Commission File Number: 001-37922

 

 

 

ZTO Express (Cayman) Inc.

 

Building One, No. 1685Huazhi 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 annualreports under cover of Form 20-F or Form 40-F.

 

Form 20-F  x  Form 40-F  ¨

 

 

 

 

 

 

Exhibit Index

 

Exhibit 99.1 – ZTO Reports Second Quarter 2025 Unaudited Financial Results

 

Exhibit 99.2 – Interim Results Announcement for the Six Months Ended June 30, 2025

 

2 

 

 

SIGNATURES

 

Pursuant to the requirements of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  ZTO Express (Cayman) Inc.
       
       
  By : /s/ Huiping Yan
  Name : Huiping Yan
  Title : Chief Financial Officer

 

Date: August 20, 2025

 

3 

 

 

Exhibit 99.1

 

ZTO Reports SecondQuarter 2025 Unaudited Financial Results

 

Parcel VolumeIncreased 16.5% to 9.8 Billion

Adjusted NetIncome Reached RMB2.1 Billion

US$0.30 per ShareInterim Dividend Announced

 

SHANGHAI, August 20,2025/PRNewswire/ - ZTO Express (Cayman) Inc. (NYSE: ZTO and SEHK: 2057), a leading and fast-growing express delivery company inChina (“ZTO” or the “Company”), today announced its unaudited financial results for the second quarter endedJune 30, 2025[1]. The Company grew parcel volume by 16.5% year over year while maintaining high quality of service andcustomer satisfaction. Adjusted net income[2] reached RMB2.1 billion. Net cash generated from operating activities was RMB2.2billion.

 

Second Quarter 2025 Financial Highlights

 

·Revenues were RMB 11,831.8 million (US$1,651.7 million), an increase of 10.3% from RMB10,726.0 million in the same period of 2024.

 

·Gross profit was RMB2,944.4 million (US$411.0 million), a decrease of 18.7% from RMB3,620.5 million in the same period of 2024.

 

·Net income was RMB1,964.6 million (US$274.2 million), a decrease of 24.8% from RMB2,614.0 million in the same period of 2024.

 

·Adjusted EBITDA[3] was RMB3,534.9 million (US$493.5 million), a decrease of 18.5% from RMB4,339.7 million in the same period of 2024.

 

·Adjusted net income was RMB2,052.7 million (US$286.5 million), a decrease of 26.8% from RMB2,805.7 million in the same period of 2024.

 

·Basic and diluted net earnings per American depositary share (“ADS”[4]) were RMB2.42 (US$0.34) and RMB2.37 (US$0.33), a decrease of 25.3% and 25.0% from RMB3.24 and RMB3.16 in the same period of 2024, respectively.

 

·Adjusted basic and diluted earnings per American depositary share attributable to ordinary shareholders[5] were RMB2.53 (US$0.35) and RMB2.48 (US$0.35), a decrease of 27.3% and 26.6% from RMB3.48 and RMB3.38 in the same period of 2024, respectively.

 

·Net cash provided by operating activities was RMB2,168.2 million (US$302.7 million), compared with RMB3,480.1 million in the same period of 2024.

 

 

 

 

Operational Highlights for SecondQuarter 2025

 

·Parcel volume was 9,847 million, an increase of 16.5% from 8,452 million in the same period of 2024.

 

·Number of pickup/delivery outlets was over 31,000 as of June 30, 2025.

 

·Number of direct network partners was approximately 6,000 as of June 30, 2025.

 

·Number of self-owned line-haul vehicles was over 10,000 as of June 30, 2025, out of which, over 9,400 were high capacity 15 to 17-meter-long models compared to over 9,200 as of June 30, 2024.

 

·Number of line-haul routes between sorting hubs was approximately 3,900 as of June 30, 2025.

 

·Number of sorting hubs was 94 as of June 30, 2025, among which 90 were operated by the Company and 4 by the Company’s network partners.

 

 

(1)An investor relations presentation accompanies this earnings release and can be found at http://zto.investorroom.com.
(2)Adjusted net income is a non-GAAP financial measure, which is defined as net income before share-based compensation expense and non-recurring items such as impairment of investments in equity investees, gain/(loss) on disposal of equity investment and subsidiary and corresponding tax impact which management aims to better represent the underlying business operations.
(3)Adjusted EBITDA is a non-GAAP financial measure, which is defined as net income before depreciation, amortization, interest expenses and income tax expenses, and further adjusted to exclude the shared-based compensation expense and non-recurring items such as impairment of investments in equity investees, gain/(loss) on disposal of equity investment and subsidiary which management aims to better represent the underlying business operations.
(4)One ADS represents one Class A ordinary share.
(5)Adjusted basic and diluted earnings per American depositary share attributable to ordinary shareholders is a non-GAAP financial measure. It is defined as adjusted net income attributable to ordinary shareholders divided by weighted average number of basic and diluted American depositary shares, respectively.

 

 

 

 

Mr. MeisongLai, Founder, Chairman and Chief Executive Officer of ZTO, commented, “During the second quarter, ZTO further narrowed the gapto industry average growth rate despite continued industry mix-shift towards lower unit economics. Supported by leading service quality,we achieved over 9.8 billion parcels and delivered 2.1 billion of adjusted net income. Retail volume’s growth momentum remainedstrong at over 50% than last year and it contributed positively to overall margin.”

 

Mr. Lai added, “Our strategic focus of ‘Quality Is Number One’ will continue to drive for differentiated product and service experiencesfor the long run. In the current market dynamics, preferences for lower-price appear to be the mainstream, however, we believe it wouldeventually be replaced by true value-prepositions which are not only economical but also uncompromising on quality. Our last mile initiativesspecifically aimed at reducing costs and enhancing capabilities are generating intended results. The longer-term significance means amuch more competitive as well as profitable partner and courier network, and hence the ZTO brand, with its expanding comprehensive logisticproduct and services, will maintain leadership in quality, market presence and profitability.”

 

Ms. HuipingYan, Chief Financial Officer of ZTO, commented, “ZTO’s core express ASP decreased by 6 cents as a net result of 18 centsin higher volume incentives and 5 cents from lower average weight per parcel partially offset by 17 cents increase in KA unit price.Combined unit sorting and transportation costs decreased 7 cents upon vigorous effort on operating efficiency gain. SG&A costs remainedstable at 5.2% of revenue. Cash flow from operating activities was 2.2 billion, and capital spending was 1.1 billion.”

 

Ms. Yan added, “We believe change is the constant norm. At ZTO, we have always been focused on what we want and can achieve. The current economic,competition and policy environment presented a new set of conditions for us. We are adjusting down our annual volume guidance to be inthe range of 38.8 billion to 40.1 billion, or an annual volume growth rate of 14.0% to 18.0%. The business is committed to stay lockstep ahead of industry average growth rate for the year. In addition, we will remain vigilant on executing strategies that strengthenexisting and build competitive advantages for the future.”

 

 

 

 

Second Quarter 2025 Unaudited FinancialResults

 

   Three Months Ended June 30,  Six Months Ended June 30, 
   2024  2025  2024  2025 
   RMB  %  RMB  US$  %  RMB  %  RMB  US$  % 
                                
   (in thousands, except percentages) 
Express delivery services   9,875,923   92.1   10,983,751   1,533,273   92.8   19,116,095   92.4   21,106,041   2,946,290   92.9 
Freight forwarding services   233,242   2.2   180,257   25,163   1.5   435,989   2.1   359,477   50,181   1.5 
Sale of accessories   580,422   5.4   635,770   88,750   5.4   1,065,484   5.2   1,196,066   166,964   5.3 
Others   36,377   0.3   32,029   4,471   0.3   68,402   0.3   61,688   8,611   0.3 
Total revenues   10,725,964   100.0   11,831,807   1,651,657   100.0   20,685,970   100.0   22,723,272   3,172,046   100.0 

 

Total Revenueswere RMB 11,831.8 million (US$1,651.7 million), an increase of 10.3% from RMB10,726.0 million in the same period of 2024. Revenuefrom the core express delivery business increased by 11.0% compared to the same period of 2024 as a result of a 16.5% growth in parcelvolume offset by a 4.7% decrease in parcel unit price. KA revenue, generated by direct sales organizations, increased by 149.7% mainlydriven by increase in e-commerce return parcels. Revenue from freight forwarding services decreased by 22.7% compared to the same periodof 2024. Revenue from sales of accessories, largely consisted of sales of thermal paper used for digital waybills' printing, increasedby 9.5%. Other revenues were derived mainly from financing services.

 

    Three Months Ended June 30,   Six Months Ended June 30,  
    2024   2025   2024   2025  
    RMB   % of
revenues
  RMB   US$   % of
revenues
  RMB   % of
revenues
  RMB   US$   % of
revenues
 
                                           
    (in thousands, except percentages)  
Line-haul transportation cost     3,283,123     30.6     3,290,945     459,398     27.8     6,654,616     32.2     6,774,009     945,615     29.8  
Sorting hub operating cost     2,227,670     20.8     2,414,839     337,099     20.4     4,395,871     21.3     4,729,435     660,204     20.8  
Freight forwarding cost     216,724     2.0     170,235     23,764     1.4     405,106     2.0     343,028     47,885     1.5  
Cost of accessories sold     160,093     1.5     151,204     21,107     1.3     293,140     1.4     284,463     39,710     1.3  
Other costs     1,217,877     11.3     2,860,187     399,267     24.2     2,314,675     11.1     4,958,720     692,210     21.8  
Total cost of revenues   7,105,487     66.2     8,887,410     1,240,635     75.1     14,063,408     68.0     17,089,655     2,385,624     75.2  

 

Total cost ofrevenues was RMB8,887.4 million (US$1,240.6 million), an increase of 25.1% from RMB7,105.5 million in the same period last year.

 

Linehaul transportation cost was RMB3,290.9 million (US$459.4 million), an increase of 0.2% from RMB3,283.1 million in the same periodlast year. The unit transportation cost decreased 15.4% or 6 cents mainly attributable to better economies of scale, decreased fuel priceand more effective route planning.

 

Sortinghub operating cost was RMB2,414.8 million (US$337.1 million), an increase of 8.4 % from RMB2,227.7 million in the same period lastyear. The increase primarily consisted of (i) RMB118.0 million (US$16.5 million) increase in labor-associated costs partially offsetby automation-driven efficiency improvements, and (ii) RMB102.8 million (US$14.3 million) increase in depreciation and amortizationcosts associated with equipment and facilities. Sorting hub operating cost per unit decreased 3.8% or 1 cent as automation and standardizationin operating procedures plus effective performance evaluation continued to dig deep for productivity gain. As of June 30, 2025,there were 690 sets of automated sorting equipment in service, compared to 515 sets as of June 30, 2024.

 

Costof accessories sold was RMB151.2 million (US$21.1 million), decreased 5.6% compared with RMB160.1 million in the same period lastyear.

 

Othercosts of RMB2,860.2 million (US$399.3 million), increased 134.9% from RMB1,217.9 million in the same period last year, which includean increase of RMB1,603.9 million (US223.9 million) for serving higher-valued enterprise customers.

 

 

 

 

Gross Profitwas RMB2,944.4 million (US$411.0 million), decreased by 18.7% from RMB3,620.5 million in the same period last year. Gross marginrate was 24.9% compared to 33.8% in the same period last year.

 

Total OperatingExpenses were RMB469.3 million (US$65.5 million), compared to RMB405.3 million in the same period last year.

 

Selling,general and administrative expenses were RMB623.6 million (US$87.1 million), increased by 5.2 % from RMB593.0 million in the sameperiod last year. SG&A as a percentage of total revenues decreased to 5.3% from 5.5% in the same period last year demonstrating optimizedcorporate structure.

 

Otheroperating income, net was RMB154.3 million (US$21.5 million), compared to RMB187.7 million in the same period last year. Other operatingincome mainly consisted of (i) RMB71.0 million (US$9.9 million) of government subsidies and tax rebates, and (ii) RMB60.1 million(US$8.4 million) of rental and other income.

 

Income fromoperations was RMB2,475.1 million (US$345.5 million), a decrease of 23.0% from RMB3,215.2 million for the same period last year.The operating margin rate was 20.9% compared to 30.0% in the same period last year.

 

Interest incomewas RMB208.7 million (US$29.1 million), compared with RMB288.1 million in the same period last year.

 

Interest expenseswas RMB98.1 million (US$13.7 million), compared with RMB115.9 million in the same period last year.

 

Loss from fairvalue changes of financial instruments was RMB3.6 million (US$0.5 million), compared with a gain of RMB54.9 million in the same periodlast year. Such gain or loss from fair value changes of the financial instruments were quoted by commercial banks according to market-basedestimation of future redemption prices.

 

Impairment ofGoodwill was RMB84.4 million (US$11.8 million), related to the October 2017 acquisition of China Oriental Express Co., Ltd.'score freight forwarding business. This non-recurring charge was recognized as the fair value of the acquired operations declined belowits carrying amount during the period.

 

Income tax expenseswere RMB575.5 million (US$80.3 million) compared to RMB665.0 million in the same period last year. Overall income tax rate was 22.9%,increased by 2.6 percentage points year over year, primarily attributable to the recognition of RMB166.0 million (US$23.3 million) inwithholding tax on dividend payable to ZTO Express (Hong Kong) Limited.

 

Net income wasRMB 1,964.6 million (US$274.2 million), which decreased by 24.8% from RMB2,614.0 million in the same period last year.

 

Basic and dilutedearnings per ADS attributable to ordinary shareholders were RMB2.42 (US$0.34) and RMB2.37 (US$0.33), compared to basic and dilutedearnings per ADS of RMB3.24 and RMB3.16 in the same period last year, respectively.

 

Adjusted basicand diluted earnings per ADS attributable to ordinary shareholders were RMB2.53 (US$0.35) and RMB2.48 (US$0.35), compared with RMB3.48and RMB3.38 in the same period last year, respectively.

 

Adjusted netincome was RMB2,052.7 million (US$286.5 million), compared with RMB2,805.7 million during the same period last year.

 

EBITDA[1]was RMB3,446.8 million (US$481.2 million), compared with RMB4,150.1 million in the same period last year.

 

Adjusted EBITDAwas RMB3,534.9 million (US$493.5 million), compared to RMB4,339.7 million in the same period last year.

 

Net cash providedby operating activities was RMB2,168.2 million (US$302.7 million), compared with RMB3,480.1 million in the same period last year.

 

 

(1)EBITDA is a non-GAAP financial measure, which is defined as net income before depreciation, amortization, interest expenses and income tax expenses which management aims to better represent the underlying business operations.

 

 

 

 

Declarationof Interim Dividend Payment

 

The board of directors(the "Board") has approved an interim cash dividend of US$0.30 per ADS and ordinary share for the six months ended June 30,2025, to holders of its ordinary shares and ADSs as of the close of business on September 30, 2025. The dividend payment representsa 40% dividend payout ratio. For holders of Class A and Class B ordinary shares, in order to qualify for entitlement to thedividend, all valid documents for the transfer of shares accompanied by the relevant share certificates must be lodged for registrationwith the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor,Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on September 30, 2025 (Hong Kong Time).The payment date is expected to be October 24, 2025 for holders of Class A and Class B ordinary shares, and October 31,2025 for holders of ADSs.

 

Business Outlook

 

Based on currentmarket and operating conditions, the Company revises down its previously stated annual parcel volume guidance. Parcel volume for 2025is expected to be in the range of 38.8 billion to 40.1 billion, representing a 14.0% to 18.0% increase year over year. Such estimatesrepresent management’s current and preliminary view, which are subject to change.

 

Exchange Rate

 

This announcementcontains translation of certain Renminbi amounts into U.S. dollars at specified rates solely for the convenience of readers. Unless otherwisenoted, all translations from Renminbi to U.S. dollars were made at the exchange rate of RMB7.1636 to US$1.00, the noon buying rate onJune 30, 2025 as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve Systems.

 

 

 

 

Use of Non-GAAP Financial Measures

 

The Company usesEBITDA, adjusted EBITDA, adjusted net income, adjusted net income attributable to ordinary shareholders, and adjusted basic and dilutedearnings per American depositary share attributable to ordinary shareholders, each a non-GAAP financial measure, in evaluating ZTO’soperating results and for financial and operational decision-making purposes.

 

Reconciliationsof the Company’s non-GAAP financial measures to its U.S. GAAP financial measures are shown in tables at the end of this earningsrelease, which provide more details about the non-GAAP financial measures.

 

The Company believesthat such Non-GAAP measures help identify underlying trends in ZTO’s business that could otherwise be distorted by the effect ofthe related expenses and gains that the Company includes in income from operations and net income. The Company believes that EBITDA,adjusted EBITDA, adjusted net income, adjusted net income attributable to ordinary shareholders and adjusted basic and diluted earningsper American depositary share attributable to ordinary shareholders provide useful information about its operating results, enhance theoverall understanding of its past performance and future prospects and allow for greater visibility with respect to key metrics usedby ZTO’s management in its financial and operational decision-making.

 

EBITDA, adjustedEBITDA, adjusted net income, adjusted net income attributable to ordinary shareholders and adjusted basic and diluted earnings per Americandepositary share attributable to ordinary shareholders should not be considered in isolation or construed as an alternative to net incomeor any other measure of performance or as an indicator of the Company’s operating performance. Investors are encouraged to comparethe historical non-GAAP financial measures to the most directly comparable GAAP measures. EBITDA, adjusted EBITDA, adjusted net income,adjusted net income attributable to ordinary shareholders and adjusted basic and diluted earnings per American depositary share attributableto ordinary shareholders presented here may not be comparable to similarly titled measures presented by other companies. Other companiesmay calculate similarly titled measures differently, limiting their usefulness as comparative measures to ZTO’s data. ZTO encouragesinvestors and others to review the Company’s financial information in its entirety and not rely on a single financial measure.

 

 

 

 

Conference Call Information

 

ZTO’s managementteam will host an earnings conference call at 8:30 PM U.S. Eastern Time on Tuesday, August 19, 2025 (8:30 AM Beijing Time on Wednesday,August 20, 2025).

 

Dial-in details for the earnings conferencecall are as follows:

 

United States: 1-888-317-6003
Hong Kong: 800-963-976
Mainland China: 4001-206-115
Singapore: 800-120-5863
International: 1-412-317-6061
Passcode: 2240980

 

Please dial in 15 minutes before thecall is scheduled to begin and provide the passcode to join the call.

 

A replay of the conference call maybe accessed by phone at the following numbers until August 26, 2025:

 

United States: 1-877-344-7529
International: 1-412-317-0088
Passcode: 3645121

 

Additionally, a live and archived webcastof the conference call will be available at http://zto.investorroom.com.

 

About ZTO Express (Cayman) Inc.

 

ZTO Express (Cayman)Inc. (NYSE: ZTO and SEHK:2057) ("ZTO" or the "Company") is a leading and fast-growing express delivery company inChina. ZTO provides express delivery service as well as other value-added logistics services through its extensive and reliable nationwidenetwork coverage in China.

 

ZTO operates ahighly scalable network partner model, which the Company believes is best suited to support the significant growth of e-commerce in China.The Company leverages its network partners to provide pickup and last-mile delivery services, while controlling the mission-criticalline-haul transportation and sorting network within the express delivery service value chain.

 

For more information, please visit http://zto.investorroom.com.

 

 

 

 

Safe Harbor Statement

 

This announcementcontains statements that may constitute "forward-looking" statements pursuant to the "safe harbor" provisions ofthe U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "aims," "future," "intends," "plans," "believes," "estimates," "likely to," and other similar expressions. Among other things, the business outlookand quotations from management in this announcement contain forward-looking statements. ZTO may also make written or oral forward-lookingstatements in its periodic reports to the U.S. Securities and Exchange Commission (the "SEC") and The Stock Exchange of HongKong Limited (the "HKEX"), in its interim and annual reports to shareholders, in announcements, circulars or other publicationsmade on the website of the HKEX, in press releases and other written materials, and in oral statements made by its officers, directors,or employees to third parties. Statements that are not historical facts, including but not limited to statements about ZTO's beliefs,plans, and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A numberof factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limitedto the following: risks relating to the development of the e-commerce and express delivery industries in China; its significant relianceon certain third-party e-commerce platforms; risks associated with its network partners and their employees and personnel; intense competitionwhich could adversely affect the Company's results of operations and market share; any service disruption of the Company's sorting hubsor the outlets operated by its network partners or its technology system; ZTO's ability to build its brand and withstand negative publicity,or other favorable government policies. Further information regarding these and other risks is included in ZTO's filings with the SECand the HKEX. All information provided in this announcement is as of the date of this announcement, and ZTO does not undertake any obligationto update any forward-looking statement, except as required under applicable law.

 

 

 

 

UNAUDITEDCONSOLIDATED FINANCIAL DATA

 

Summary ofUnaudited Consolidated Comprehensive Income Data:

 

 
   Three Months Ended June 30,   Six Months Ended June 30, 
   2024   2025   2024   2025 
   RMB   RMB   US$   RMB   RMB   US$ 
                         
   (in thousands, except for share and per share data) 
Revenues   10,725,964    11,831,807    1,651,657    20,685,970    22,723,272    3,172,046 
Cost of revenues   (7,105,487)   (8,887,410)   (1,240,635)   (14,063,408)   (17,089,655)   (2,385,624)
Gross profit   3,620,477    2,944,397    411,022    6,622,562    5,633,617    786,422 
Operating (expenses)/income:                              
Selling, general and administrative   (592,978)   (623,587)   (87,050)   (1,489,619)   (1,361,098)   (190,002)
Other operating income, net   187,698    154,274    21,536    348,955    607,943    84,866 
Total operating expenses   (405,280)   (469,313)   (65,514)   (1,140,664)   (753,155)   (105,136)
Income from operations   3,215,197    2,475,084    345,508    5,481,898    4,880,462    681,286 
Other income/(expenses):                              
Interest income   288,077    208,732    29,138    533,098    407,124    56,832 
Interest expense   (115,855)   (98,112)   (13,696)   (199,771)   (166,988)   (23,311)
Gain/(loss) from fair value changes of financial instruments   54,862    (3,635)   (507)   97,582    32,978    4,604 
Gain/(loss) on disposal of equity investees, subsidiaries and others   11,683    (714)   (100)   12,134    (567)   (79)
Impairment of investment in equity investees   (194,452)   -    -    (672,816)   -    - 
Impairment of goodwill   -    (84,431)   (11,786)   -    (84,431)   (11,786)
Foreign currency exchange gain before tax   15,178    16,419    2,292    20,562    12,375    1,727 
Income before income tax, and share of income in equity method investments   3,274,690    2,513,343    350,849    5,272,687    5,080,953    709,273 
Income tax expense   (665,011)   (575,531)   (80,341)   (1,231,316)   (1,107,105)   (154,546)
Share of income in equity method investments   4,318    26,747    3,734    20,373    29,892    4,173 
Net income   2,613,997    1,964,559    274,242    4,061,744    4,003,740    558,900 
Net income attributable to non-controlling interests   (2,195)   (26,227)   (3,661)   (23,896)   (72,161)   (10,073)
Net income attributable to ZTO Express (Cayman) Inc.   2,611,802    1,938,332    270,581    4,037,848    3,931,579    548,827 
Net income attributable to ordinary shareholders   2,611,802    1,938,332    270,581    4,037,848    3,931,579    548,827 
Netearnings per share attributed to ordinary shareholders                              
Basic   3.24    2.42    0.34    5.01    4.92    0.69 
Diluted   3.16    2.37    0.33    4.90    4.81    0.67 
Weighted average shares used in calculating net earnings per ordinary share/ADS                              
Basic   806,668,101    799,752,637    799,752,637    805,806,731    799,123,030    799,123,030 
Diluted   839,697,501    833,990,437    833,990,437    838,836,131    833,360,830    833,360,830 
Net income   2,613,997    1,964,559    274,242    4,061,744    4,003,740    558,900 
Other comprehensive income/(loss),net of tax of nil:                              
Foreign currency translation adjustment   (35,230)   41,831    5,839    (117,560)   50,532    7,054 
Comprehensive income   2,578,767    2,006,390    280,081    3,944,184    4,054,272    565,954 
Comprehensive income attributable to non-controlling interests   (2,195)   (26,227)   (3,661)   (23,896)   (72,161)   (10,073)
Comprehensive income attributable to ZTO Express (Cayman) Inc.   2,576,572    1,980,163    276,420    3,920,288    3,982,111    555,881 

 

 

 

 

 

Unaudited Consolidated Balance Sheets Data:
 
   As of 
   December 31,   June 30, 
   2024   2025 
   RMB   RMB   US$ 
             
   (in thousands, except for share data) 
ASSETS            
Current assets:               
Cash and cash equivalents   13,465,442    13,291,796    1,855,463 
Restricted cash   37,517    22,684    3,167 
Accounts receivable, net   1,503,706    1,395,625    194,822 
Financing receivables   1,178,617    885,730    123,643 
Short-term investment   8,848,447    13,232,512    1,847,187 
Inventories   38,569    47,902    6,687 
Advances to suppliers   783,599    752,190    105,002 
Prepayments and other current assets   4,329,664    4,806,581    670,973 
Amounts due from related parties   168,160    85,585    11,947 
Total current assets   30,353,721    34,520,605    4,818,891 
Investments in equity investees   1,871,337    1,890,758    263,940 
Property and equipment, net   33,915,366    34,861,771    4,866,516 
Land use rights, net   6,170,233    6,266,927    874,829 
Intangible assets, net   17,043    13,944    1,947 
Operating lease right-of-use assets   566,316    491,684    68,636 
Goodwill   4,241,541    4,157,111    580,310 
Deferred tax assets   984,567    1,098,960    153,409 
Long-term investment   12,017,755    9,054,110    1,263,905 
Long-term financing receivables   861,453    1,057,892    147,676 
Other non-current assets   919,331    840,081    117,271 
Amounts due from related parties-non current   421,667    366,917    51,219 
TOTAL ASSETS   92,340,330    94,620,760    13,208,549 
LIABILITIES AND EQUITY               
Current liabilities               
Short-term bank borrowing   9,513,958    11,046,963    1,542,097 
Accounts payable   2,463,395    2,415,671    337,215 
Advances from customers   1,565,147    1,660,272    231,765 
Income tax payable   488,889    354,127    49,434 
Amounts due to related parties   202,766    131,294    18,328 
Operating lease liabilities   183,373    168,746    23,556 
Dividends payable   14,134    14,345    2,002 
Convertible senior bond   7,270,081    7,156,412    998,997 
Other current liabilities   6,571,492    5,506,921    768,735 
Total current liabilities   28,273,235    28,454,751    3,972,129 
Long-term bank borrowing   -    180,000    25,127 
Non-current operating lease liabilities   377,717    321,857    44,930 
Deferred tax liabilities   1,014,545    808,346    112,841 
TOTAL LIABILITIES   29,665,497    29,764,954    4,155,027 
Shareholders’ equity               
Ordinary shares (US$0.0001 par value; 10,000,000,000 shares authorized; 810,339,182 shares issued and 798,622,719 shares outstanding as of December 31, 2024; 804,468,490 shares issued and 799,752,637 shares outstanding as of June 30, 2025)   523    519    72 
Additional paid-in capital   24,389,905    24,358,069    3,400,255 
Treasury shares, at cost   (1,131,895)   (271,027)   (37,834)
Retained earnings   39,098,553    40,354,210    5,633,231 
Accumulated other comprehensive loss   (294,694)   (244,162)   (34,083)
ZTO Express (Cayman) Inc. shareholders’ equity   62,062,392    64,197,609    8,961,641 
Noncontrolling interests   612,441    658,197    91,881 
Total Equity   62,674,833    64,855,806    9,053,522 
TOTAL LIABILITIES AND EQUITY   92,340,330    94,620,760    13,208,549 

 

 

 

 

Summaryof Unaudited Consolidated Cash Flow Data:

 

   Three Months Ended June 30,   Six Months Ended June 30, 
   2024   2025   2024   2025 
   RMB   RMB   US$   RMB   RMB   US$ 
                         
   (in thousands) 
Net cash provided by operating activities   3,480,095    2,168,208    302,670    5,511,115    4,531,184    632,529 
Net cash used in investing activities   (4,666,289)   (1,163,517)   (162,421)   (7,044,941)   (4,321,982)   (603,325)
Net cash used in financing activities   (1,103,622)   (117,713)   (16,432)   (973,492)   (378,804)   (52,879)
Effect of exchange rate changes on cash, cash equivalents and restricted cash   (3,526)   (19,706)   (2,750)   35,077    (32,266)   (4,504)
Net (decrease)/increase in cash, cash equivalents and restricted cash   (2,293,342)   867,272    121,067    (2,472,241)   (201,868)   (28,179)
Cash, cash equivalents and restricted cash at beginning of period   12,872,411    12,461,807    1,739,601    13,051,310    13,530,947    1,888,847 
Cash, cash equivalents and restricted cash at end of period   10,579,069    13,329,079    1,860,668    10,579,069    13,329,079    1,860,668 

 

 

The following table provides a reconciliationof cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of thesame such amounts shown in the condensed consolidated statements of cash flows:

 

   As of 
   June 30,   June 30, 
   2024   2025 
   RMB   RMB   US$ 
       (in thousands)     
Cash and cash equivalents   10,542,131    13,291,796    1,855,463 
Restricted cash, current   22,253    22,684    3,167 
Restricted cash, non-current   14,685    14,599    2,038 
Total cash, cash equivalents and restricted cash   10,579,069    13,329,079    1,860,668 

 

 

 

 

Reconciliationsof GAAP and Non-GAAP Results

 

   Three Months Ended June 30,   Six Months Ended June 30, 
   2024   2025   2024   2025 
   RMB   RMB   US$   RMB   RMB   US$ 
                         
   (in thousands, except for share and per share data) 
Net income   2,613,997    1,964,559    274,242    4,061,744    4,003,740    558,900 
Add:                              
Share-based compensation expense (1)   6,768    2,994    418    305,155    223,263    31,166 
Impairment of investment in equity investees (1)   194,452    -    -    672,816    -    - 
Impairment of goodwill   -    84,431    11,786    -    84,431    11,786 
(Gain)/loss on disposal of equity investees and subsidiaries and others, net of income taxes   (9,496)   714    100    (9,947)   593    83 
Adjusted net income   2,805,721    2,052,698    286,546    5,029,768    4,312,027    601,935 
                               
Net income   2,613,997    1,964,559    274,242    4,061,744    4,003,740    558,900 
Add:                              
Depreciation   720,930    770,270    107,526    1,473,049    1,559,378    217,681 
Amortization   34,345    38,306    5,347    68,325    76,125    10,627 
Interest expenses   115,855    98,112    13,696    199,771    166,988    23,311 
Income tax expenses   665,011    575,531    80,341    1,231,316    1,107,105    154,546 
EBITDA   4,150,138    3,446,778    481,152    7,034,205    6,913,336    965,065 
                               
Add:                              
Share-based compensation expense (1)   6,768    2,994    418    305,155    223,263    31,166 
Impairment of investment in equity investees (1)   194,452    -    -    672,816    -    - 
Impairment of goodwill   -    84,431    11,786    -    84,431    11,786 
(Gain)/loss on disposal of equity investees and subsidiaries and others, before income taxes   (11,683)   714    100    (12,134)   567    79 
Adjusted EBITDA   4,339,675    3,534,917    493,456    8,000,042    7,221,597    1,008,096 

 

 

(1) Netof income taxes of nil

 

 

 

 

Reconciliationsof GAAP and Non-GAAP Results

 

   Three Months Ended June 30,   Six Months Ended June 30 
   2024   2025   2024   2025 
   RMB   RMB   US$   RMB   RMB   US$ 
                         
   (in thousands, except for share and per share data) 
Net income attributable to ordinary shareholders   2,611,802    1,938,332    270,581    4,037,848    3,931,579    548,827 
Add:                              
Share-based compensation expense (1)   6,768    2,994    418    305,155    223,263    31,166 
Impairment of investment in equity investees (1)   194,452    -    -    672,816    -    - 
Impairment of goodwill   -    84,431    11,786    -    84,431    11,786 
(Gain)/loss on disposal of equity investees and subsidiaries and others, net of income taxes   (9,496)   714    100    (9,947)   593    83 
Adjusted Net income attributable to ordinary shareholders   2,803,526    2,026,471    282,885    5,005,872    4,239,866    591,862 
                               
Weighted average shares used in calculating net earnings per ordinary share/ADS                              
Basic   806,668,101    799,752,637    799,752,637    805,806,731    799,123,030    799,123,030 
Diluted   839,697,501    833,990,437    833,990,437    838,836,131    833,360,830    833,360,830 
                               
Net earnings per share/ADS attributable to ordinary shareholders                              
Basic   3.24    2.42    0.34    5.01    4.92    0.69 
Diluted   3.16    2.37    0.33    4.90    4.81    0.67 
                               
Adjusted net earnings per share/ADS attributable to ordinary shareholders                              
Basic   3.48    2.53    0.35    6.21    5.31    0.74 
Diluted   3.38    2.48    0.35    6.06    5.18    0.72 

 

 

(1) Net of income taxes of nil

 

 

 

 

For investor and media inquiries,please contact:

 

ZTO Express (Cayman) Inc.

 

Investor Relations

 

E-mail: ir@zto.com

 

Phone: +86 21 5980 4508

 

 

 

 

Exhibit 99.2

 

HongKong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement,make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arisingfrom or in reliance upon the whole or any part of the contents of this announcement.

 

Underour weighted voting rights structure, our share capital comprises Class A ordinary shares and Class B ordinary shares. EachClass A ordinary share entitles the holder to exercise one vote, and each Class B ordinary share entitles the holder to exercise10 votes, respectively, on all matters that require a shareholder’s vote. Shareholders and prospective investors should be awareof the potential risks of investing in a company with a weighted voting rights structure. Our American depositary shares, each representingone of our Class A ordinary shares, are listed on the New York Stock Exchange in the United States under the symbol ZTO.

 

 

ZTOExpress (Cayman) Inc.

中通快遞(開曼)有限公司

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

(StockCode: 2057)

 

INTERIMRESULTS ANNOUNCEMENT

FORTHE SIX MONTHS ENDED JUNE 30, 2025

 

TheBoard of ZTO Express (Cayman) Inc. is pleased to announce the unaudited interim consolidated results of the Group for the six monthsended June 30, 2025, together with the comparative figures for the corresponding period in 2024, which have been prepared in accordancewith U.S. GAAP. These interim results have been reviewed by the Audit Committee. The condensed consolidated financial statements of theGroup for the six months ended June 30, 2025 have been reviewed by the Auditor in accordance with Hong Kong Standard on Review Engagements2410 “Review of Interim Financial Information Performed by the Independent Auditor of Entity” issued by the Hong Kong Instituteof Certified Public Accountants.

 

1 

 

 

FINANCIAL HIGHLIGHTS

 

   For the Six Months Ended June 30, 
   2024   2025   Change 
   (Unaudited)   (Unaudited)   (%) 
    

(RMB in thousands, except percentages and per share data)

 
Revenues   20,685,970    22,723,272    9.8%
Cost of revenues   (14,063,408)   (17,089,655)   21.5%
Gross profit   6,622,562    5,633,617    (14.9)%
Net income   4,061,744    4,003,740    (1.4)%
Net income attributable to ordinary shareholders   4,037,848    3,931,579    (2.6)%
Non-GAAP Financial Measures: EBITDA(1)   7,034,205    6,913,336    (1.7)%
Adjusted EBITDA(2)   8,000,042    7,221,597    (9.7)%
Adjusted net income(3)   5,029,768    4,312,027    (14.3)%
Adjusted net income attributable to ordinary shareholders(4)   5,005,872    4,239,866    (15.3)%
Adjusted basic and diluted earnings per ADS attributable to ordinary shareholders(5)               
Basic   6.21    5.31    (14.5)%
Diluted   6.06    5.18    (14.5)%

 

 

 

(1)EBITDA is a non-GAAP financial measure, which is defined as net income before depreciation, amortization, interest expenses and income tax expenses which management aims to better represent the underlying business operations.

 

(2)Adjusted EBITDA is a non-GAAP financial measure, which is defined as net income before depreciation, amortization, interest expenses and income tax expenses, and further adjusted to exclude the shared-based compensation expense and non-recurring items such as impairment of investment in equity investees, gain/ loss on disposal of equity investees and subsidiaries which management aims to better represent the underlying business operations.

 

(3)Adjusted net income is a non-GAAP financial measure, which is defined as net income before share-based compensation expense and non-recurring items such as impairment of investment in equity investees, gain/loss on disposal of equity investees and subsidiaries and corresponding tax impact in which management aims to better represent the underlying business operations.

 

(4)Adjusted net income attributable to ordinary shareholders is a non-GAAP financial measure. It is defined as net income attributable to ordinary shareholders of the Group excluding shared-based compensation expense and non-recurring items such as impairment of investment in equity investees, gain/loss on disposal of equity investees and subsidiaries which management aims to better represent the underlying business operations.

 

(5)Adjusted basic and diluted earnings per ADS attributable to ordinary shareholders is a non-GAAP financial measure. It is defined as adjusted net income attributable to ordinary shareholders divided by weighted average number of basic and diluted ADS, respectively.

 

2 

 

 

Non-GAAPFinancial Measures

 

Weuse EBITDA, adjusted EBITDA, adjusted net income, adjusted net income attributable to ordinary shareholders, and adjusted basic and dilutedearnings per ADS attributable to ordinary shareholders, each a non-GAAP financial measure, in evaluating the Company’s operatingresults and for financial and operational decision-making purposes.

 

Webelieve that such non-GAAP measures help identify underlying trends in the Company’s business that could otherwise be distortedby the effect of the related expenses and gains that the Company includes in income from operations and net income, and provide usefulinformation about its operating results, enhance the overall understanding of its past performance and future prospects and allow forgreater visibility with respect to key metrics used by the Company’s management in its financial and operational decision-making.

 

Thenon-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. The non-GAAP financialmeasures have limitations as analytical tools. EBITDA, adjusted EBITDA, adjusted net income, adjusted net income attributable to ordinaryshareholders and adjusted basic and diluted earnings per ADS attributable to ordinary shareholders should not be considered in isolationor construed as an alternative to net income or any other measure of performance or as an indicator of the Company’s operatingperformance. Investors are encouraged to compare the historical non-GAAP financial measures to the most directly comparable GAAP measures.EBITDA, adjusted EBITDA, adjusted net income, adjusted net income attributable to ordinary shareholders and adjusted basic and dilutedearnings per ADS attributable to ordinary shareholders presented here may not be comparable to similarly titled measures presented byother companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measuresto the Company’s data. The Company encourages investors and others to review the Company’s financial information in its entiretyand not rely on a single financial measure.

 

3 

 

 

The following tablesets forth unaudited reconciliation of GAAP and non-GAAP results for the period indicated.

 

   For the Six Months Ended June 30, 
   2024   2025     
   RMB   RMB   US$ 
   (Unaudited)   (Unaudited)   (Unaudited) 
   (in thousands, except for share and per share data) 
Net income   4,061,744    4,003,740    558,900 
Add:               
Share-based compensation expense(1)   305,155    223,263    31,166 
Impairment of investment in equity investees(1)   672,816         
Impairment of goodwill(1)       84,431    11,786 
(Gain)/Loss on disposal of equity investees and subsidiaries, net of income taxes   (9,947)   593    83 
                
Adjusted net income     5,029,768    4,312,027    601,935 
                
Net income    4,061,744    4,003,740    558,900 
Add:               
Depreciation   1,473,049    1,559,378    217,681 
 Amortization   68,325    76,125    10,627 
 Interest expenses   199,771    166,988    23,311 
 Income tax expenses   1,231,316    1,107,105    154,546 
                
EBITDA     7,034,205    6,913,336    965,065 
                
Add:               
Share-based compensation expense     305,155    223,263    31,166 
Impairment of investment in equity investees   672,816         
Impairment of goodwill       84,431    11,786 
(Gain)/Loss on disposal of equity investees and subsidiaries    (12,134)    567    79 
                
Adjusted EBITDA   8,000,042    7,221,597    1,008,096 

 

(1)Net of income taxes of nil

 

4 

 

 

 

   For the Six Months Ended June 30, 
   2024   2025     
   RMB   RMB   US$ 
   (Unaudited)   (Unaudited)   (Unaudited) 
   (in thousands, except for share and per share data) 
Net income attributable to ordinary shareholders   4,037,848    3,931,579    548,827 
Add:               
Share-based compensation expense(1)   305,155    223,263    31,166 
Impairment of investment in equity investees(1)   672,816         
Impairment of goodwill(1)       84,431    11,786 
(Gain)/Loss on disposal of equity investees and subsidiaries, net of income taxes   (9,947)    593    83 
                
Adjusted net income attributable to ordinary shareholders     5,005,872      4,239,866      591,862 
                
Weighted average shares used in calculating net earnings per ordinary share/ADS               
Basic   805,806,731    799,123,030       799,123,030 
Diluted   838,836,131    833,360,830    833,360,830 
                
Net earnings per share/ADS attributable to ordinary shareholders               
Basic   5.01    4.92    0.69 
Diluted   4.90    4.81    0.67 
                
Adjusted net earnings per share/ADS attributable to ordinary shareholders               
Basic   6.21    5.31    0.74 
Diluted   6.06    5.18    0.72 

 

(1)Net of income taxes of nil

 

BUSINESSREVIEW AND OUTLOOK

 

BusinessReview during the Reporting Period

 

Weare a leading and fast-growing express delivery company in China. We provide domestic and international express delivery services aswell as other value-added logistics services through our extensive and reliable nationwide network coverage in China.

 

Inthe first half of 2025, we achieved solid financial and operating results as we continue to improve service quality and operational efficiencyamidst intensified industry competition. Our revenue increased by 9.8% from RMB20,686.0 million for the six months ended June 30,2024 to RMB22,723.3 million for the same period in 2025, primarily due to an increase in express delivery demand driven by the growthof online consumption penetration and our mix shift towards higher-value customers.

 

5 

 

 

Core Express DeliveryBusiness

 

Wederive a substantial part of our revenues from express delivery services that we provide to our network partners, which mainly includeparcel sorting and line-haul transportation. We charge our network partners a network transit fee for each parcel that is processed throughour network. In addition, we also directly provide express delivery services to certain enterprise customers, including vertical e-commerceand traditional merchants, in connection with the delivery of their products to end consumers as well as associated returned parcelsservices. We also generate revenues from the sale of ancillary materials, such as portable barcode readers, thermal paper and ZTO-brandedpacking materials and uniforms, to our network partners.

 

Wedetermine the level of pricing of our network transit fee based on the operating costs of our business while also considering other factors,including market conditions and competition as well as our service quality. The network transit fees we charge our network partners areprimarily measured by (i) a fixed amount for a waybill attached to each parcel and (ii) a variable amount per parcel for sortingand line-haul transportation based on the parcel weight and route distance. The delivery service fees we charge the enterprise customersare also based on parcel weight and route distance.

 

Ournetwork partners generally charge each parcel sender a delivery services fee directly. They have full discretion over the pricing oftheir services after taking into consideration certain of their costs, including the network transit fees we charge them and other factors,including market conditions and competition as well as their service quality. There has historically been decline in the delivery servicesfees charged by our network partners to parcel senders partially due to decreasing unit operational costs and market competition. Wehave been able to adjust the level of network transit fees based on market conditions and our operating costs.

 

Ecosystem of IntegratedSolutions

 

Weaim to become an integrated logistics service provider. Building on our core express delivery business, we are expanding our serviceofferings with a goal to build an ecosystem of express delivery, less-than-truckload (LTL), cross-border, warehousing, aviation, coldchain and commerce solutions. The expansion of our business channels enables us to capture diversified demand. We provide LTL logisticsservices with a focus on heavy cargo and international express delivery services in Southeast Asia, Africa and other countries; crossborder including freight forwarding services; we also provide customers with integrated logistics solutions for warehousing, distributionand transportation.

 

Logistics Networkand Infrastructure

 

Network Base

 

Weoperate a highly scalable and flexible network partnership model to buttress the significant growth of e-commerce in China. We prideourselves in having established a solid and cohesive network base that covers 99% of cities and counties across China. As of June 30,2025, we had approximately 6,000 direct network partners operating over 31,000 pickup and delivery outlets and approximately 110,000last-mile posts nationwide.

 

6 

 

 

Wecontinuously seek to expand our network by connecting with new qualified network partners. We provide training to new partners to ensurequality of performance. We also support our network partners in their construction of last-mile posts, including to the countryside andrural areas, to enhance our last-mile presence and market penetration. Leveraging our experience and resources, we support the upgradingof their throughput capacity as well, which strengthens our service capabilities, sustains our competitiveness and fuels our long-termgrowth.

 

LogisticsInfrastructure

 

Ourexpansive service network is supported by our mission-critical line-haul transportation and sorting infrastructure. As of June 30,2025, our logistics infrastructure network comprised 94 sorting hubs with 690 automation lines and approximately 3,900 line-haul routesserviced by over 10,000 self-owned line-haul trucks, out of which more than 9,400 were high capacity 15 to 17-meter-long models.

 

Toincrease our parcel handling capacity and our ability to handle volume surges, we continuously invest in our logistical infrastructureof sorting hubs and line-haul fleets to effectively address logistical bottlenecks. Our automated sorting lines are a result of our continuousadoption of new technology solutions in automation hardware and software to increase operating efficiency. We also control the routeplanning and vehicle dispatch of our entire line-haul transportation network. Leveraging our technological know-how, we have systematicallyintroduced mechanisms to increase the fleet load rates and transportation efficiency as parcel volume increased.

 

TechnologyInfrastructure

 

Ourself-developed and centralized Zhongtian system is the technology backbone for the efficient management of our complex network operationsand delivery services. It has over hundreds of modules with numerous functionalities and features covering all scenarios of our businessand operations, including our operational management, network management, settlement, finance and other integrated systems and mobileapps connecting our network partners.

 

Forinstance, we have developed a suite of technologies and proprietary algorithms for real-time monitoring, order dispatchment and forecastingto support the high-throughput processing of over 100 million orders per day. Utilizing the accumulated big data of parcel traffic andvolume, our intelligent routing algorithms are able to dynamically model and predict future parcel volume, and adjust manpower and transportresource allocation to achieve optimal transportation time and costs. We have also implemented key checkpoints throughout the servicevalue chain aimed at the timely identification and rectification of logistical bottlenecks, so as to ensure the smooth end-to-end operationof our express delivery services.

 

Thecontinuous digitization and intelligentization of our operations enable us to address mismatch between volume and delivery capacity,which optimizes dispatch schedules and improves order fulfilment rate, all while lowering our operating costs. Our continued effortsin upgrading our technology infrastructure to promote intelligent logistics have contributed to the decrease in our combined unit costof sorting and transportation for the six months ended June 30, 2025 compared to the same period in 2024.

 

7 

 

 

Environment, Socialand Governance (ESG)

 

Theexpress delivery industry plays a critical role in reducing distribution costs and supporting the development of many related industries;it enables consumers to buy more and better products at lower cost; it helps merchants to reduce costs while improving efficiency andcreating value; it improves the distribution of products and reduces logistics cost across the whole country, making manufacturing andagricultural industries more competitive.

 

ZTOhas been proactively contributing to sustainable development for the benefit of our society and environment, while constantly enhancingcorporate governance capability in areas such as compliance operations and risk control. Over the past twenty years, ZTO has evolvedfrom serving ourselves to serving people and now to serving society, by continuing to build a platform that is increasingly beneficialto society, ZTO has accumulated more resources, connected and empowered more people, and achieved integrated development, cooperationand win-win together with all kinds of partners. As its express delivery business matures, ZTO is actively building an expansive ecosystemthat will transform us into a comprehensive logistics supplier that will help the whole society reduce logistics costs. ZTO has takenthe initiative to fulfill its social responsibilities, for instance by working to develop a more “green” express deliveryservice, guaranteeing safety, helping with economic development, and creating more value for society.

 

TheCompany has published our annual ESG reports since 2019, detailing our key initiatives and development in areas pertaining to environmental,social and corporate governance issues. The ESG reports are available at http://zto.investorroom.com/.

 

Important Eventsafter the Reporting Period

 

Saveas disclosed in this announcement, no significant events affecting the Group have occurred since the end of the Reporting Period andup to the date of this announcement.

 

Business Outlook

 

Sinceits establishment in 2002, ZTO has always adhered to the philosophy of shared-success, paid attention to infrastructure development andits efficient utilization to establish our competitive advantage, and we have consistently stayed relevant in promoting fair and equitablesharing of burden and benefits amongst all participants of our business endeavors. Our leading position at present in the express deliveryindustry in terms of service quality, scale and profitability is the result of the common goal and concerted win-win cooperation by everyoneunder the ZTO brand.

 

Lookingahead, we are confident in the growth prospects of China’s express delivery industry. Staying practical and improving digitizationand data-driven process improvements will continuously enhance ZTO’s competitive edge; altruistic service mindset will propel usto grow our business big and strong as well as to take on greater responsibility towards the country and the society; the balanced approachand increases in service quality, scale and reach plus higher earnings will bring about meaningful payback to everyone who participates,supports and invests in us.

 

Basedon current market conditions and current operations, the Company revises down its previously stated annual guidance. Parcel volume for2025 is expected to be in the range of 38.8 billion to 40.1 billion, representing a 14% to 18% increase year over year. Such estimatesrepresent management’s current and preliminary view, which are subject to change.

 

8 

 

 

MANAGEMENT DISCUSSIONAND ANALYSIS

 

Revenues 

 

   For the Six Months Ended June 30, 
   2024   2025   % of
revenues
 
   (Unaudited)   (Unaudited)    
   (RMB in thousands, except percentages) 
Revenues:               
Express delivery services   19,116,095    21,106,041    92.9 
Freight forwarding services   435,989    359,477    1.5 
Sale of accessories   1,065,484    1,196,066    5.3 
Others   68,402    61,688    0.3 
                

Total revenues

   20,685,970    22,723,272    100.0 

 

Core Express Delivery Business                        

 

Revenuesfrom our core express delivery business increased by 10.4% from RMB20,250.0 million for the six months ended June 30, 2024 to RMB22,363.8million for the same period in 2025 as a result of a 17.7% growth in parcel volume and a 6.2% decrease in parcel unit price. A substantialpart of such revenue is derived from services provided to our network partners, which mainly include parcel sorting and line-haul transportation.We charge our network partners a network transit fee for each parcel that is processed through our network. For the six months endedJune 30, 2025, such fees represented 74.4% of our total revenue from express delivery services. The remaining portion of our revenuefrom express delivery services was derived from enterprise customers, including vertical e-commerce and traditional merchants, in connectionwith the delivery of their products to end consumers. KA revenue including delivery fees from direct sales organizations establishedto serve core express KA customers, increased by 140.9% which is driven by an increase in e-commerce return parcels.

 

Freight ForwardingServices

 

Weprovide freight forwarding services through the acquired business of China Oriental Express Co., Ltd., a major freight forwardingand international logistics service provider in Hong Kong and Shenzhen. For the six months ended June 30, 2025, revenue from suchservices decreased by 17.5% compared to the same period in 2024.

 

Sale of Accessoriesand Others

 

Revenuefrom sale of accessories largely consisted of sales of thermal paper used for digital waybills’ printing. For the six months endedJune 30, 2025, revenue from sale of accessories and others increased by 12.3% compared to the same period in 2024. Other revenueswere mainly derived from financing services.

 

9 

 

 

Cost of Revenues

 

The following tablesets forth the components of our cost of revenues, in absolute amounts and as percentages of our revenues for the periods indicated:

 

   For the Six Months Ended June 30, 
   2024   2025   % of
revenues
 
   (Unaudited)   (Unaudited)    
   (RMB in thousands, except percentages) 

Line-haul transportation cost

   6,654,616    6,774,009    29.8 
Sorting hub operating cost   4,395,871    4,729,435    20.8 
Freight forwarding cost   405,106    343,028    1.5 
Cost of accessories sold   293,140    284,463    1.3 
Other costs   2,314,675    4,958,720    21.8 
                

Total cost of revenues

   14,063,408    17,089,655    75.2 

 

Total cost of revenuesincreased by 21.5% from RMB14,063.4 million for the six months ended June 30, 2024 to RMB17,089.7 million for the six months endedJune 30, 2025.

 

·Line haul transportation cost was RMB6,774.0 million, an increase of 1.8% from RMB6,654.6 million in the same period of 2024. The unit transportation cost decreased by 14.0% or 6 cents mainly attributable to better economies of scale, decreased fuel price and more effective route planning.

 

·Sorting hub operating cost was RMB4,729.4 million, an increase of 7.6% from RMB4,395.9 million in the same period of 2024. The increase primarily consisted of (i) RMB228.0 million increase in labor-associated costs, a net result of wage increases partially offset by automation-driven efficiency improvement, and (ii) RMB172.0 million increase in depreciation and amortization costs associated with equipment and facilities. Sorting hub operating cost per unit decreased by 7.1% or 2 cents as automation and standardization in operating procedures plus effective performance evaluation continued to dig deep for productivity gain. As of June 30, 2025, 690 sets of automated sorting equipment were in service, compared to 515 sets as of June 30, 2024.

 

·Freight forwarding cost was RMB343.0 million, representing a decrease by 15.3% compared with RMB405.1 million in the same period of 2024 as freight forwarding revenue declined.

 

·Cost of accessories sold was RMB284.5 million, representing a decrease by 3.0% compared with RMB293.1 million in the same period of 2024.

 

·Other costs were RMB4,958.7 million, an increase of 114.2% from RMB2,314.7 million in the same period of 2024, which includes an increase of RMB2,312.3 million for serving higher-valued enterprise customers.

 

10 

 

 

Gross Profit

 

Grossprofit decreased by 14.9% from RMB6,622.6 million for the six months ended June 30, 2024 to RMB5,633.6 million for the six monthsended June 30, 2025. Our gross profit margin decreased to 24.8% for the six months ended June 30, 2025 from 32.0% for the sameperiod of 2024.

 

Operating Expenses

 

Totaloperating expenses decreased by 34.0% to RMB753.2 million for the six months ended June 30, 2025 from RMB1,140.7 million for thesame period of 2024.

 

Selling,General and Administrative Expenses. Our selling, general and administrative expenses decreased by 8.6% from RMB1,489.6 million forthe six months ended June 30, 2024 to RMB1,361.1 million for the six months ended June 30, 2025. This decrease was primarilydue to an RMB88.7 million reduction in compensation and benefit expenses.

 

Otheroperating income, net. Our net other operating income increased by 74.2% from RMB349.0 million for the six months ended June 30,2024 to RMB607.9 million for the six months ended June 30, 2025. Other operating income mainly consisted of (i) RMB478.6 millionof government subsidies and tax rebates, and (ii) RMB96.0 million of rental and other income.

 

Income from Operations

 

Ourincome from operations was RMB4,880.5 million for the six months ended June 30, 2025, a decrease of 11.0% from RMB5,481.9 millionfor the same period last year. Operating margin rate decreased to 21.5% from 26.5% in the same period last year.

 

Other Income andExpense

 

Interestincome . Our interest income decreased by 23.6% from RMB533.1 million for the six months ended June 30, 2024 to RMB407.1 millionfor the six months ended June 30, 2025.

 

Interestexpense . Our interest expense decreased by 16.4% from RMB199.8 million for the six months ended June 30, 2024 to RMB167.0 millionfor the six months ended June 30, 2025.

 

Gainfrom fair value changes of financial instruments . Our gain from fair value changes of financial instruments was RMB33.0 millionfor the six months ended June 30, 2025, compared with a gain of RMB97.6 million in the same period last year. Such gain or lossfrom fair value changes of the financial instruments is quoted by commercial banks according to market-based estimation of future redemptionprices.

 

Impairmentof goodwill. Our impairment of goodwill was RMB84.4 million for the six months ended June 30, 2025, related to the acquisitionof China Oriental Express Co., Ltd.’s core freight forwarding business in October 2017. This non-recurring charge wasrecognized as the fair value of the acquired operations declined below its carrying amount during the period.

 

11 

 

 

Foreigncurrency exchange gain . Our foreign currency exchange gain decreased by 39.8% from RMB20.6 million for the six months ended June 30,2024 to RMB12.4 million for the six months ended June 30, 2025, mainly due to the fluctuation of the foreign currency-denominatedbank deposits against the Chinese Renminbi.

 

Income Tax Expense

 

Ourincome tax expense decreased by 10.1% from RMB1,231.3 million for the six months ended June 30, 2024 to RMB1,107.1 million for thesix months ended June 30, 2025. Overall income tax rate decreased by 1.6 percentage points during the reporting period comparedto the same period last year, primarily due to non-tax-deductible impairment losses recorded in the same period last year: (i) RMB478.4million on the investment in Cainiao Smart Logistics Network Limited upon a tender offer repurchase, (ii) RMB194.5 million relatedto the investment in Cainiao subsidiary Zhejiang Yizhan Network Technology Co., Ltd. This decrease was partially offset by a RMB112.0million increase in withholding tax on dividend payable to ZTO Express (Hong Kong) Limited during the reporting period.

 

Net Income

 

Asa result of the foregoing, our net income decreased by 1.4% from RMB4.1 billion for the six months ended June 30, 2024 to RMB4.0billion for the six months ended June 30, 2025.

 

Future Plans forMaterial Investments or Capital Asset

 

Asof June 30, 2025, we did not have detailed future plans for material investments or capital assets.

 

Gearing Ratio

 

Asof June 30, 2025, our gearing ratio was 31.5%, compared to 32.1% as of December 31, 2024, calculated by dividing total liabilitiesby total assets.

 

Liquidity and CapitalResources

 

Ourprincipal sources of liquidity have been proceeds from cash flows from operating activities and financing activities. As of June 30,2025, our cash and cash equivalents, restricted cash and short-term investments were RMB13,291.8 million, RMB22.7 million, and RMB13,232.5million, respectively. Our cash and cash equivalents primarily consist of cash on hand and highly liquid investments, which are unrestrictedas to withdrawal or use or have maturities of three months or less when purchased. Restricted cash represents secured deposits held indesignated bank accounts for issuance of bank acceptance notes, settlement of derivatives and commencement of construction. Short-terminvestments consist primarily of dual currency notes and deposits, investments in fixed deposits with maturities between three monthsand one year and wealth management products which we have the intent and the ability to hold to maturity within one year. As of June 30,2025, approximately 83.6% of our cash and cash equivalents, restricted cash and short-term investments were held by subsidiaries andaffiliated entities incorporated in China, and approximately 83.3% of our cash and cash equivalents, restricted cash and short-term investmentswere denominated in Renminbi.

 

12 

 

 

Asof June 30, 2025, we had outstanding principal amount of short-term bank borrowings and long-term borrowings of RMB11.0 billionand RMB180.0 million, respectively. The weighted average interest rate of short-term borrowings and long-term borrowings drawn were 1.41%and 2.76% in the six months ended June 30, 2025. All of the bank borrowings of the Group were denominated in RMB and were at fixedinterest rate.

 

Webelieve that our existing cash and cash equivalents and anticipated cash flow from operations are sufficient to fund our operating activities,capital expenditures and other obligations for at least the next 12 months. However, we may decide to enhance our liquidity positionor increase our cash reserve for future expansions and acquisitions through additional financing activities. The issuance and sale ofadditional equity would result in further dilution to our existing shareholders. The incurrence of indebtedness would result in increasedfixed obligations and could result in operating covenants that may restrict our operations and ability to make distributions. However,financing may not be available in amounts or on terms acceptable to us, if at all. Although we consolidate the results of our consolidatedaffiliated entities, we only have access to the assets or earnings of our consolidated affiliated entities through the Contractual Arrangements.

 

Significant Investments

 

We did not make or holdany significant investments during the six months ended June 30, 2025.

 

Material Acquisitionsand Disposals

 

Duringthe Reporting Period, we did not conduct any material acquisitions or disposals of subsidiaries, associates or joint ventures.

 

Pledge of Assets

 

Asof June 30, 2025, our interest-bearing time deposits of RMB3.6 billion were used as pledge for the issuance of bank acceptance notes.

 

Foreign ExchangeRisk

 

Ourrevenues, expenses and assets and liabilities are mainly denominated in Renminbi. We do not believe that we currently have any significantdirect foreign exchange risk. To date, we have entered into some hedging transactions, such as foreign currency deposits, foreign currencyforward contract and options, to hedge exposure to such risk. Although our exposure to foreign exchange risks should be limited in general,the value of your investment in our ADSs will be affected by the exchange rate between U.S. dollar and Renminbi because the value ofour business is effectively denominated in RMB, while our ADSs will be traded in U.S. dollars.

 

Theconversion of Renminbi into foreign currencies, including U.S. dollars, is based on rates set by the People’s Bank of China. TheRenminbi has fluctuated against the U.S. dollar, at times significantly and unpredictably. It is difficult to predict how market forcesor PRC or U.S. government policy may impact the exchange rate between Renminbi and the U.S. dollar in the future.

 

13 

 

 

Tothe extent that we need to convert U.S. dollars into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollarwould have an adverse effect on the RMB amount we receive from the conversion. Conversely, if we decide to convert Renminbi into U.S.dollars for the purpose of making payments for dividends on our ordinary shares or ADSs or for other business purposes, appreciationof the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amounts available to us.

 

Asof June 30, 2025, we had RMB4,375.0 million of cash and cash equivalent, restricted cash and short-term investment that were denominatedin U.S. dollars. If Renminbi had appreciated by 10% against the U.S. dollar, it would result in a decrease of RMB397.7 million in ourcash and cash equivalents, restricted cash and short-term investment.

 

Interest Rate Risk

 

Ourexposure to interest rate risk primarily relates to the interest income generated by excess cash, which is mostly held in interest-bearingbank deposits. Investments in both fixed rate and floating rate interest earning instruments carry a degree of interest rate risk. Fixedrate securities may have their fair market value adversely impacted due to a rise in interest rates, while floating rate securities mayproduce less income than expected if interest rates fall. Due in part to these factors, our future investment income may fall short ofexpectations due to changes in interest rates, or we may suffer losses in principal if we have to sell securities which have declinedin market value due to changes in interest rates. Our exposure to interest rate risk also arises from our borrowings that have a floatingrate of interest. The costs of floating rate borrowings may be affected by the fluctuations in the interest rates. We have not been,and do not expect to be, exposed to material risks due to changes in interest rates, and we have not used any derivative financial instrumentsto manage our interest risk exposure.

 

Contingent Liabilities

 

We had no material contingentliabilities as of June 30, 2025.

 

Capital Expendituresand Capital Commitment

 

Inconnection with the purchases of property and equipment, purchases of land use rights and the expansion of our self-owned truck fleetand upgrade of our equipment and facilities, we incurred capital expenditures of an aggregate of approximately RMB3.1 billion for thesix months ended June 30, 2025 (six months ended June 30, 2024: RMB3.0 billion). We intend to fund our future capital expenditureswith our existing cash balance and other financing alternatives. We will continue to make capital expenditures to support the growthof our business.

 

Ourcapital commitments primarily relate to commitments on construction of office building, sorting hubs and warehouse facilities. Our capitalcommitments as of June 30, 2025 amounted to RMB6.0 billion. All of these capital commitments will be fulfilled based on the constructionprogress.

 

14 

 

 

Employeesand Remuneration

 

Asof June 30, 2025, we had a total of 23,913 employees. The following table sets out the breakdown of our own employees by functionas of June 30, 2025:

 

Functional Area

  Number of Employees  

 

% of Total

 
Sorting   7,716    32.3 
Transportation   3,337    14.0 
Management and Administration   4,453    18.6 
Operation Support & Customer Service   6,918    28.9 
Technology and Engineering   1,080    4.5 
Sales and Marketing   409    1.7 
           

Total

   23,913    100.0 

 

Webelieve we offer our employees competitive compensation packages and a merit-based work environment that encourages initiative, and asa result, we have generally been able to attract and retain qualified personnel and maintain a stable core management team.

 

Ourtotal remuneration cost of employees of the Group without share-based compensation expense incurred from the six months ended June 30,2025 was RMB1,590.3 million, as compared to RMB1,717.8 million for the six months ended June 30, 2024.

 

Asrequired by PRC regulations, we participate in various government statutory employee benefit plans, including social insurance funds,namely a pension contribution plan, a medical insurance plan, an unemployment insurance plan, a work-related injury insurance plan anda maternity insurance plan, and a housing provident fund. We are required under PRC law to make contributions to employee benefit plansat specified percentages of the salaries, bonuses and certain allowances of our employees, up to a maximum amount specified by the localgovernment from time to time.

 

Weenter into standard labor agreements with our employees and, in addition, enter into confidentiality and non-compete agreements withour key employees. The non-compete restricted period typically expires two years after the termination of employment, and we agree tocompensate the key employee with a certain percentage of his or her pre-departure salary during the restricted period.

 

Webelieve that we maintain a good working relationship with our employees, and we have not experienced any major labor disputes duringthe Reporting Period.

 

Wehave been continuously investing in training and education programs for employees. We provide formal and comprehensive company-leveland department-level training to our new employees, followed by on-the-job training. We also provide training and development programsto our employees from time to time to ensure their awareness and compliance with our various policies and procedures. Some of the trainingis conducted jointly by departments serving different functions but working with or supporting each other in our day-to-day operations.

 

15 

 

 

 

TheCompany had in place the cash incentive scheme through ZTO ES and the 2024 Plan during the Reporting Period. Further details in respectof share incentive plans are set out in the annual report of the Company for the year ended December 31, 2024.

 

CORPORATEGOVERNANCE

 

Compliancewith the CG Code

 

TheCompany is committed to maintaining high standards of corporate governance to safeguard the interests of the shareholders and to enhancecorporate value and accountability. During the six months ended June 30, 2025 and up to the date of this announcement, the Companyhas complied with all the code provisions as set forth in Part 2 of the CG Code in Appendix C1 to the Listing Rules, save for thefollowing.

 

Pursuantto code provision C.2.1 of the CG Code, companies listed on the Hong Kong Stock Exchange are expected to comply with, but may chooseto deviate from the requirement that the responsibilities between the chairperson and the chief executive officer should be segregatedand should not be performed by the same individual. We do not have a separate chairman and chief executive officer and Mr. MeisongLAI currently performs these two roles. The Board believes that vesting the roles of both chairperson and chief executive officer inthe same person has the benefit of ensuring consistent leadership within the Group and enables more effective and efficient overall strategicplanning for the Group.

 

TheBoard considers that the balance of power and authority for the present arrangement will not be impaired and this structure will enablethe Company to make and implement decisions promptly and effectively. The Board will continue to review and consider splitting the rolesof chairman of the Board and the chief executive officer of the Company if and when it is appropriate taking into account the circumstancesof the Group as a whole.

 

Compliancewith the Model Code

 

TheCompany has adopted the Code for Dealings in Securities by Management (the “Code”), with terms no less exacting thanthe Model Code as set out in Appendix C3 to the Listing Rules, as its own securities dealing code to regulate all dealings by Directorsand relevant employees of securities in the Company and other matters covered by the Code.

 

Specificenquiry has been made of all the Directors and the relevant employees and they have confirmed that they have complied with the Code andthe Model Code during the Reporting Period and up to the date of this announcement.

 

16

 

 

AuditCommittee

 

TheCompany has established an audit committee in compliance with Rule 3.21 of the Listing Rules and the CG Code. The Audit Committeeconsists of two independent non-executive Directors, namely Mr. Herman YU, Mr. Qin Charles HUANG and a non-executive Director,namely Mr. Xing LIU. Mr. Herman YU is the chairman of the Audit Committee. We have determined that Mr. Herman YU, Mr. XingLIU and Mr. Qin Charles HUANG each satisfies the “independence” requirements of Section 303A of the Corporate GovernanceRules of the NYSE. We have determined that Mr. Herman YU (being our independent non-executive Director with the appropriateprofessional qualifications) qualifies as an “audit committee financial expert” and as the chairman of the Audit Committee.The Audit Committee oversees our accounting and financial reporting processes and the audits of the financial statements of the Company.The Audit Committee is responsible for, among other things:

 

· appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;

 

·reviewing with the independent auditors any audit problems or difficulties and management’s response;

 

·discussing the annual audited financial statements with management and the independent auditors;

 

·reviewing and discussing with the independent auditors their annual audit plan, including the timing and scope of audit activities, and monitor such plan’s progress and results during the year;

 

·reviewing with management, the Company’s independent auditors and the Company’s internal auditing department, the information which is required to be reported by the independent auditor;

 

·resolving all disagreements between the Company’s independent auditors and management regarding financial reporting;

 

·reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures;

 

·reviewing and approving all proposed related party transactions;

 

·meeting separately and periodically with management and the independent auditors; and

 

·monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.

 

17

 

 

TheAudit Committee has reviewed the unaudited condensed consolidated interim results of the Group for the six months ended June 30,2025 and has met with the independent auditor of the Company, Deloitte Touche Tohmatsu. The Audit Committee has also discussed matterswith respect to the accounting policies and practices adopted by the Company and internal control and financial reporting matters withsenior management members of the Company. The condensed consolidated financial statements of the Group for the six months ended June 30,2025 have been reviewed by the Auditor in accordance with Hong Kong Standard on Review Engagements 2410 “Review of Interim FinancialInformation Performed by the Independent Auditor of the Entity” issued by the Hong Kong Institute of Certified Public Accountants.

 

OTHERINFORMATION

 

Purchase,Sale or Redemption of the Company’s Listed Securities

 

Duringthe Reporting Period, the Company repurchased a total of 352,791 ADSs on the NYSE (representing the same number of Class A ordinaryshares (the “Repurchased Shares”)) for an aggregate consideration of US$6,341,912.13 (before expense). As at the dateof this announcement, all the Repurchased Shares have been cancelled.

 

Particularsof the repurchases made by the Company during the Reporting Period are as follows:

 

NYSE

 

Month 2025  Number of
ADSs
repurchased
  

Highest

price paid
per ADS

  

Lowest

price paid
per ADS

  

Total
consideration
paid

 (before
expense)

 
       (US$)   (US$)   (US$) 
January   352,791    18.00    17.90    6,341,912.13 

 

Saveas disclosed above, neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company’s securitieslisted (including sale of treasury shares as defined under the Listing Rules) on the Hong Kong Stock Exchange or NYSE during the sixmonths ended June 30, 2025. The Company did not hold any treasury shares as defined under the Listing Rules as at June 30,2025.

 

InterimDividend

 

TheBoard has approved an interim dividend of US$0.30 per ADS and ordinary share for the six months ended June 30, 2025, to holdersof its ordinary shares and ADSs as of the close of business on September 30, 2025. The dividend payment represents a 40% dividendpayout ratio. For holders of Class A and Class B ordinary shares, in order to qualify for entitlement to the dividend, allvalid documents for the transfer of shares accompanied by the relevant share certificates must be lodged for registration with the Company’sHong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre,183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on September 30, 2025 (Hong Kong Time). The paymentdate is expected to be October 24, 2025 for holders of Class A and Class B ordinary shares, and October 31, 2025for holders of ADSs.

 

18

 

 

UNAUDITEDCONDENSED CONSOLIDATED BALANCE SHEETS

ASOF DECEMBER 31, 2024 AND JUNE 30, 2025

(Amountsin thousands, except for share and per share data)

 

      

As of

December 31,

     
   Notes   2024   As of June 30, 2025 
       RMB   RMB   US$ 
       (Audited)   (Unaudited)   (Unaudited) 
               (Note 2(d)) 
ASSETS                
Current assets                   
Cash and cash equivalents       13,465,442    13,291,796    1,855,463 
Restricted cash       37,517    22,684    3,167 
Accounts receivable, net  3    1,503,706    1,395,625    194,822 
Financing receivables, net       1,178,617    885,730    123,643 
Short-term investment       8,848,447    13,232,512    1,847,187 
Inventories       38,569    47,902    6,687 
Advances to suppliers       783,599    752,190    105,002 
Prepayments and other current assets       4,329,664    4,806,581    670,973 
Amounts due from related parties  9    168,160    85,585    11,947 
Total current assets       30,353,721    34,520,605    4,818,891 
Investments in equity investees       1,871,337    1,890,758    263,940 
Property and equipment, net  4    33,915,366    34,861,771    4,866,516 
Land use rights, net       6,170,233    6,266,927    874,829 
Intangible assets, net       17,043    13,944    1,947 
Operating lease right-of-use assets       566,316    491,684    68,636 
Goodwill       4,241,541    4,157,111    580,310 
Deferred tax assets       984,567    1,098,960    153,409 
Long-term investment       12,017,755    9,054,110    1,263,905 
Long-term financing receivables, net       861,453    1,057,892    147,676 
Other non-current assets       919,331    840,081    117,271 
Amounts due from related parties-non current  9    421,667    366,917    51,219 
TOTAL ASSETS       92,340,330    94,620,760    13,208,549 
                    
LIABILITIES AND EQUITY                   
Current liabilities                   
Short-term bank borrowings       9,513,958    11,046,963    1,542,097 
Accounts payable  5    2,463,395    2,415,671    337,215 
Advances from customers       1,565,147    1,660,272    231,765 
Income tax payable       488,889    354,127    49,434 
Amounts due to related parties  9    202,766    131,294    18,328 
Operating lease liabilities, current       183,373    168,746    23,556 
Dividends payable       14,134    14,345    2,002 
Convertible senior notes       7,270,081    7,156,412    998,997 
Other current liabilities       6,571,492    5,506,921    768,735 

 

19

 

 

      

As of

December 31,

     
   Notes   2024   As of June 30, 2025 
       RMB   RMB   US$ 
       (Audited)   (Unaudited)   (Unaudited) 
               (Note 2(d)) 
Total current liabilities       28,273,235    28,454,751    3,972,129 
Long-term bank borrowing           180,000    25,127 
Non-current operating lease liabilities       377,717    321,857    44,930 
Deferred tax liabilities       1,014,545    808,346    112,841 
TOTAL LIABILITIES       29,665,497    29,764,954    4,155,027 
Shareholders’ equity                   
Ordinary shares (US$0.0001 par value; 10,000,000,000 shares authorized; 810,339,182 shares issued and 798,622,719 shares outstanding as of December 31, 2024; 804,468,490 shares issued and 799,752,637 shares outstanding as of June 30, 2025)  10    523    519    72 
Additional paid-in capital       24,389,905    24,358,069    3,400,255 
Treasury shares, at cost (7,774,535 and 1,801,637 shares as of December 31, 2024 and June 30, 2025, respectively)       (1,131,895)   (271,027)   (37,834)
Retained earnings       39,098,553    40,354,210    5,633,231 
Accumulated other comprehensive loss       (294,694)   (244,162)   (34,083)
ZTO Express (Cayman) Inc. shareholders’ equity       62,062,392    64,197,609    8,961,641 
Non-controlling interests       612,441    658,197    91,881 
                    
Total Equity       62,674,833    64,855,806    9,053,522 
                    
TOTAL LIABILITIES AND EQUITY       92,340,330    94,620,760    13,208,549 

 

Theaccompanying notes are an integral part of these condensed consolidated financial statements.

 

20

 

 

UNAUDITEDCONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FORTHE SIX MONTHS ENDED JUNE 30, 2024 AND 2025

(Amountsin thousands, except for share and per share data)

 

          Six months ended June 30,  
    Notes      2024     2025  
        RMB     RMB     US$  
          (Unaudited)     (Unaudited)     (Unaudited)  
                      (Note 2(d))  
Revenues (including related party revenue of RMB111,354 and RMB222,316 for the six months ended June 30, 2024 and 2025, respectively)   2(e)     20,685,970        22,723,272       3,172,046  
Cost of revenues (including related party cost of revenues of RMB608,562 and RMB647,473 for the six months ended June 30, 2024 and 2025, respectively)           (14,063,408 )     (17,089,655 )     (2,385,624 )
                               
Gross profit           6,622,562        5,633,617       786,422  
Operating (expenses)/income                              
Selling, general and administrative           (1,489,619 )     (1,361,098 )     (190,002 )
Other operating income, net           348,955        607,943       84,866  
                               
Total operating expenses           (1,140,664 )     (753,155 )     (105,136 )
                               
Income from operations           5,481,898        4,880,462       681,286  
Other income/(expenses)                              
Interest income           533,098        407,124       56,832  
Interest expense           (199,771 )     (166,988 )     (23,311 )
Gain from fair value changes of financial instruments           97,582        32,978       4,604  
Gain/(loss) on disposal of equity investees and subsidiaries and others           12,134      (567 )      (79
Impairment of investment in equity investees           (672,816     -     -
Impairment of goodwill           -       (84,431 )     (11,786 )
Foreign currency exchange gain           20,562       12,375       1,727  

 

21

 

 

          Six months ended June 30,  
    Notes      2024     2025  
        RMB     RMB     US$  
          (Unaudited)     (Unaudited)     (Unaudited)  
                      (Note 2(d))  
Income before income tax and share of gain in equity method investments       5,272,687    5,080,953    709,273 
Income tax expense  6    (1,231,316)   (1,107,105)   (154,546)
Share of gain in equity method investments       20,373    29,892    4,173 
Net income       4,061,744    4,003,740    558,900 
Net income attributable to non-controlling interests       (23,896)   (72,161)   (10,073)
                   
Net income attributable to ZTO Express (Cayman) Inc.      4,037,848     3,931,579    548,827 
Net income attributable to ordinary shareholders      4,037,848     3,931,579    548,827 
                    
Net earnings per share attributable to ordinary shareholders  8                
Basic       5.01    4.92    0.69 
Diluted       4.90    4.81    0.67 
                   
Weighted average shares used in calculating net earnings per ordinary share/ADS                   
Basic       805,806,731    799,123,030    799,123,030 
Diluted       838,836,131    833,360,830    833,360,830 
                    
Net income       4,061,744      4,003,740      558,900  
Other comprehensive loss, net of tax of nil                   
Foreign currency translation adjustment       (117,560)    50,532    7,054 
Comprehensive income       3,944,184    4,054,272    565,954 
Comprehensive income attributable to non-controlling interests       (23,896)   (72,161)   (10,073)
Comprehensive income attributable to ZTO Express (Cayman) Inc.      3,920,288     3,982,111    555,881 

 

Theaccompanying notes are an integral part of these condensed consolidated financial statements.

 

22

 

 

UNAUDITEDCONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FORTHE SIX MONTHS ENDED JUNE 30, 2024 AND 2025

(Amountsin thousands, except for share and per share data)

 

    ZTO Express (Cayman) Inc. Shareholders’ Equity  
    Ordinary shares     Additional
paid-in
capital
    Treasury
shares,
at cost
    Retained
earnings
    Accumulated
other
comprehensive
(loss)/income
    Total     Non-
controlling
interests
    Total Equity  
    Number of
outstanding
shares
    RMB     RMB     RMB     RMB     RMB     RMB     RMB     RMB  
Balance at January 1, 2024 (Audited)   804,719,252     525     24,201,745     (510,986 )   36,301,185     (190,724 )   59,801,745     478,663     60,280,408  
Net income                   4,037,848         4,037,848     23,896   4,061,744  
Foreign currency translation adjustments                       (117,560 )   (117,560 )       (117,560 )
Share-based compensation and ordinary shares issued for share-based compensation (Note 7)   1,948,849         275,498     133,830     (104,173 )       305,155         305,155  
Acquisition of non-controlling interests of subsidiaries           7               7   (10 )   (3 )
Decrease of non-controlling interests from disposal of subsidiaries                               (2,630 )   (2,630 )
Capital contribution from non-controlling interest holders                               47,276     47,276  
Distribution of dividends (Note 11)                 (3,600,516 )       (3,600,516 )       (3,600,516 )
                                                       
Balance at June 30, 2024 (Unaudited)   806,668,101     525     24,477,250     (377,156 )   36,634,344     (308,284 )   60,426,679     547,195     60,973,874  

 

Theaccompanying notes are an integral part of these condensed consolidated financial statements.

 

23

 

 

    ZTO Express (Cayman) Inc. Shareholders’ Equity  
    Ordinary shares   Additional
paid-in
capital
  Treasury
shares,
at cost
   Retained 
earnings
  Accumulated
other
comprehensive
(loss)/income
  Total   Non-
controlling
interests
  TotalEquity  
    Number of
outstanding
shares
  RMB   RMB   RMB   RMB   RMB   RMB   RMB   RMB  
Balance at January 1, 2025 (Audited)   798,622,719     523     24,389,905     (1,131,895 )   39,098,553     (294,694 )   62,062,392     612,441     62,674,833  
Net income                   3,931,579         3,931,579     72,161     4,003,740  
Foreign currency translation adjustments                       50,532   50,532       50,532
Share-based compensation and ordinary shares issued for share- based compensation (Note 7)   1,482,709         204,899     66,270     (47,906 )       223,263         223,263  
Repurchase of ordinary shares (Note 10)   (352,791           (46,555           (46,555     (46,555 )
Cancellation of treasury shares       (4   (236,735   841,153     (604,414            
Capital contribution from non-controlling interest holders                               2,846     2,846  
Distribution of dividends (Note 11)                   (2,023,602 )       (2,023,602 )       (2,023,602 )
Subsidiary dividend distribution to non-controlling interests                               (8,960 )   (8,960 )
Removal of non-controlling interest due to disposal of subsidiaries                               (20,291 )   (20,291 )
Balance at June 30, 2025 (Unaudited)   799,752,637     519     24,358,069     (271,027 )   40,354,210     (244,162 )   64,197,609     658,197     64,855,806  

 

Theaccompanying notes are an integral part of these condensed consolidated financial statements.

 

24

 

 

UNAUDITEDCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FORTHE SIX MONTHS ENDED JUNE 30, 2024 AND 2025

(Amounts in thousands, except for share and per share data)

 

   Six months ended June 30, 
   2024   2025  
   RMB   RMB   US$ 
   (Unaudited)   (Unaudited)   (Unaudited) 
           (Note 2(d)) 
Cash flows from operating activities             
Net cash provided by operating activities   5,511,115    4,531,184    632,529 
                
Cash flows from investing activities           
Purchases of property and equipment   (2,646,799)   (2,925,622   (408,401
Purchases of land use rights   (322,230)   (146,504)   (20,451)
Investments in equity investees   (51,444)        
Purchases of short-term investment   (8,019,733)   (7,161,709)   (999,736)
Maturity of short-term investment   6,477,127    6,832,109    953,726 
Purchases of long-term investment   (3,435,647)   (1,060,000)   (147,970)
Maturity of long-term investment   736,137    252    35 
Net cash in (out) in relation to disposal of equity investees and subsidiaries   114,958    (205)   (29)
Loan to employees   (65,340)   (44,042)   (6,148)
Repayments of loan to employees   59,811    44,364    6,193 
Others   108,219    139,375    19,457 
                
Net cash used in investing activities   (7,044,941)   (4,321,982)   (603,324)
                
Cash flows from financing activities             
Proceeds from short-term borrowings   11,560,800    10,486,281    1,463,828 
Proceeds from Long-term borrowings       180,000    25,127 
Repayment of short-term borrowings   (8,935,990)   (8,945,827)   (1,248,789)
Repurchase of ordinary shares       (46,555)   (6,499)
Capital contribution from non-controlling interest shareholder   2,060    2,846    397 
Payment of dividends   (3,600,362)   (2,055,549)   (286,944)
                
Net cash used in financing activities   (973,492)   (378,804)   (52,880)
               
Effect of exchange rate changes on cash, cash equivalents and restricted cash   35,077    (32,266)   (4,504)
               
Net change in cash, cash equivalents and restricted cash   (2,472,241)   (201,868)   (28,179)
Cash, cash equivalents and restricted cash at beginning of period   13,051,310    13,530,947    1,888,847 
               
Cash, cash equivalents and restricted cash at end of period   10,579,069    13,329,079    1,860,668 

 

25

 

 

 

The following table provides a reconciliationof cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of thesame such amounts shown in the statement of cash flows.

 

   As of June 30, 
   2024   2025 
   RMB   RMB   US$ 
   (Unaudited)   (Unaudited)   (Unaudited)
(Note 2(d))
 
Cash and cash equivalents   10,542,131    13,291,796    1,855,463 
Restricted cash   22,253    22,684    3,167 
Restricted cash, non-current (1)   14,685    14,599    2,038 
Total cash, cash equivalents, and restricted cash shown in the statements of cash flows   10,579,069    13,329,079    1,860,668 

 

Note: (1) The non-current restricted cash is included in other non-current assets on the condensed consolidated balance sheets.

 

The accompanying notes are an integral part ofthese condensed consolidated financial statements.

 

26

 

 

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2025

 

(Amounts in thousands, except for share and per share data)

 

1.ORGANIZATION AND PRINCIPAL ACTIVITIES

 

ZTO Express (Cayman) Inc. (the “Company”)was incorporated under the laws of Cayman Islands on April 8, 2015. ZTO, its subsidiaries and its variable interest entity and subsidiariesof variable interest entity (“VIE”) (collectively also referred to as the “Group”) are principallyengaged in express delivery services in the People’s Republic of China (the “PRC”) through a nationwide networkpartner model.

 

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(a)Basis of presentation

 

The accompanying condensed consolidatedfinancial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required byU.S. GAAP for complete financial statements. Certain information and note disclosures normally included in the annual financial statementsprepared in accordance with U.S. GAAP have been condensed or omitted consistent with Article 10 of Regulation S-X. The condensedconsolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustmentsas necessary for the fair statement of the Group’s financial position as of December 31, 2024 and June 30, 2025, resultsof operations and cash flows for the six months ended June 30, 2024 and 2025. The condensed consolidated balance sheet at December 31,2024 has been derived from the audited financial statements at that date but does not include all the information and footnotes requiredby U.S. GAAP. The condensed consolidated financial statements and related disclosures have been prepared with the presumption that usersof the condensed consolidated financial statements have read or have access to the audited consolidated financial statements for thepreceding fiscal years. Accordingly, these financial statements should be read in conjunction with the audited consolidated financialstatements and related footnotes for the year ended December 31, 2024. The accounting policies applied are consistent with thoseof the audited consolidated financial statements for the preceding fiscal year. Interim results of operations are not necessarily indicativeof the results expected for the full fiscal year or for any future period.

 

(b)Principles of consolidation

 

The condensed consolidated financialstatements include the financial statements of the Company, its subsidiaries and VIE. All intercompany transactions and balances havebeen eliminated on consolidation.

 

The Group evaluates the need toconsolidate its VIE of which the Group is the primary beneficiary. In determining whether the Group is the primary beneficiary, theGroup considers if the Group has (1) the power to direct the activities that most significantly affects the economicperformance of the VIE, and (2) the obligation to absorb losses of the VIE that could potentially be significant to the VIE orthe right to receive benefits from the VIE that could potentially be significant to the VIE. If deemed the primary beneficiary, theGroup consolidates the VIE.

 

The Group believes that there are noassets held in the consolidated VIE that can be used only to settle obligations of the VIE, except for registered capital and the PRCstatutory reserves. As the consolidated VIE is incorporated as a limited liability company under the PRC Company Law, creditors of theVIE do not have recourse to the general credit of the Group for any of the liabilities of the consolidated VIE.

 

Relevant PRC laws and regulations restrictthe VIE from transferring a portion of their net assets, equivalent to the balance of its statutory reserve and its share capital, tothe Group in the form of loans and advances or cash dividends.

 

27

 

 

(c)Use of estimates

 

The preparation of financial statementsin conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilitiesat the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results maydiffer from these estimates. The Group bases its estimates on historical experience and other relevant factors.

 

(d)Convenience translation

 

The Group’s business isprimarily conducted in the PRC and almost all of the Group’s revenues are denominated in RMB. However, periodic reports madeto shareholders will include current period amounts translated into U.S. dollars using the then current exchange rates, solely forthe convenience of the readers outside the PRC. Translations of the condensed consolidated balance sheet condensed consolidatedstatement of comprehensive income and condensed consolidated statement of cash flows from RMB into U.S. dollars as of and for thesix months ended June 30, 2025 were calculated at the rate of US$1.00 = RMB7.1636 representing the noon buying rate set forthin the H.10 statistical release of the U.S. Federal Reserve Board on June 30, 2025. No representation was made that the RMBamounts could have been, or could be, converted, realized or settled into US$ at that rate on June 30, 2025, or at any otherrate.

 

(e)Revenue recognition

 

Disaggregation of revenue

 

   Six months ended June 30, 
   2024   2025 
   RMB   %   RMB   US$   % 
   (Unaudited)       (Unaudited)   (Unaudited)     
Express delivery services   19,116,095    92.4    21,106,041    2,946,290    92.9 
Freight forwarding services   435,989    2.1    359,477    50,181    1.5 
Sale of accessories   1,065,484    5.2    1,196,066    166,964    5.3 
Others   68,402    0.3    61,688    8,611    0.3 
                          
Total revenues   20,685,970    100.0    22,723,272    3,172,046    100.0 

 

Contract assets and liabilities 

 

Contract assets include unbilled receivablesresulting from in-transit parcels, which were recorded in accounts receivable and not material as of December 31, 2024 and June 30,2025.

 

Contract liabilities consist of advancepayments as well as deferred revenue, which were recorded in advances from customers and not material as of December 31, 2024 andJune 30, 2025.

 

(f)Income taxes

 

As part of the process of preparing financialstatements, the Group is required to estimate its income taxes in each of the jurisdictions in which it operates. The Group accountsfor income taxes using the asset and liability method. Under this method, deferred income taxes are recognized for temporary differencesbetween the tax basis of assets and liabilities and their reported amounts in the financial statements. Net operating losses are carriedforward by applying enacted statutory tax rates applicable to future years when the reported amounts of the asset or liability are expectedto be recovered or settled, respectively. Deferred tax assets are reduced by a valuation allowance when, based upon the weight of availableevidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Group recognizes thetax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examinationby the taxing authorities, based on the technical merits of the position.

 

28

 

 

According to ASC 740-270 Interim Reporting,an estimated annual effective tax rate (AETR) on full year estimated ordinary income should first be determined by the Group and theestimated AETR is then applied to year-to-date ordinary income to compute the interim tax provision on ordinary income.

 

(g)Earnings per share

 

Basic earnings per share are computedby dividing income attributable to holders of ordinary shares by the weighted average number of ordinary shares outstanding during theperiods.

 

Diluted earnings per ordinary share reflectsthe potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised or converted into ordinaryshares, which consist of the ordinary shares issuable upon the conversion of the convertible senior notes (using the if-converted method).Ordinary share equivalents are excluded from the computation of diluted earnings per ordinary share if their effects would be anti-dilutive.

 

On October 27, 2016, the Group’sshareholders voted in favor of a proposal to adopt a dual-class share structure, pursuant to which the Group’s authorized sharecapital were reclassified and redesignated into Class A ordinary shares and Class B ordinary shares. Both Class A ordinaryshares and Class B ordinary shares are entitled to the same dividend right, as such, this dual class share structure has no impactto the earnings per share calculation. Basic earnings per share and diluted earnings per share are the same for each Class A ordinaryshares and Class B ordinary shares.

 

3.ACCOUNTS RECEIVABLE, NET

 

   As of
December 31,
2024
   As of June 30, 2025 
   RMB   RMB   US$ 
   (Audited)   (Unaudited)   (Unaudited) 
Accounts receivable, gross   1,539,338    1,422,210    198,533 
Less: Allowance for credit losses   (35,632)   (26,585)   (3,711)
                
Total   1,503,706    1,395,625    194,822 

 

The following is an analysis of accounts receivables byage, presented based on the invoice date, which approximated the revenue recognition date.

 

   As of
December 31,
2024
   As of June 30, 2025 
   RMB   RMB   US$ 
   (Audited)   (Unaudited)   (Unaudited) 
Within 6 months   1,366,198    1,319,417    184,184 
Between 6 months and 1 year   49,799    12,137    1,694 
Between 1 year and 2 years   48,687    25,404    3,546 
More than 2 years   74,654    65,252    9,109 
                
Accounts receivable, gross   1,539,338    1,422,210    198,533 

 

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4.PROPERTY AND EQUIPMENT, NET

 

Property and equipment, net consist of the following:

 

   As of
December 31,
2024
   As of June 30, 2025 
   RMB   RMB   US$ 
   (Audited)   (Unaudited)   (Unaudited) 
Buildings   24,774,679    27,381,238    3,822,273 
Machinery and equipment   10,006,532    10,422,093    1,454,868 
Leasehold improvements   1,173,822    1,209,029    168,774 
Vehicles   5,544,713    5,521,588    770,784 
Furniture, office and electric equipment   1,030,877    1,100,573    153,634 
Construction in progress   4,649,302    3,792,710    529,442 
                
Total   47,179,925    49,427,231    6,899,775 
Accumulated depreciation   (13,236,644)   (14,549,504)   (2,031,032)
Impairment   (27,915)   (15,956)   (2,227)
                
Property and equipment, net   33,915,366    34,861,771    4,866,516 

 

Depreciation expenses were RMB1,473,049(unaudited) and RMB1,635,503 (unaudited) for the six months ended June 30, 2024 and 2025, respectively. Loss on disposal of propertyand equipment were RMB58,070 (unaudited) and RMB33,200 (unaudited) for the six months ended June 30, 2024 and 2025, respectively.

 

The Company recorded impairment chargesof RMB22,582 (unaudited) and nil (unaudited), related to property and equipment that were expected to be disposed of before the end oftheir estimated useful lives for the six months ended June 30, 2024 and 2025, respectively.

 

5.ACCOUNTS PAYABLE

 

An aging analysis of the accounts payableas of December 31, 2024 and June 30, 2025, based on the invoice date or inception date at the end of the reporting period,is as follows:

 

   As of
December 31,
2024
   As of June 30, 2025 
   RMB   RMB   US$ 
   (Audited)   (Unaudited)   (Unaudited) 
Within 6 months   2,448,751    2,403,058    335,455 
Between 6 months and 1 year   9,154    8,068    1,126 
Between 1 year and 2 years   2,840    2,530    353 
More than 2 years   2,650    2,015    281 
                
Total   2,463,395    2,415,671    337,215 

 

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6.INCOME TAX

 

The current and deferred portion ofincome tax expenses included in the condensed consolidated statements of comprehensive income, which were substantially attributableto the Group’s subsidiaries are as follows:

 

   Six months ended June 30, 
   2024   2025 
   RMB   RMB   US$ 
   (Unaudited)   (Unaudited)   (Unaudited) 
Current tax expenses   1,319,902    1,427,696    199,299 
Deferred tax   (88,586)   (320,591)   (44,753)
                
Total   1,231,316    1,107,105    154,546 

 

The effective tax rate is based onexpected income and statutory tax rates. For interim financial reporting, the Group estimates the annual effective tax rate based onprojected accounting incomes for the full year and records a quarterly income tax provision in accordance with the guidance on accountingfor income taxes in a period. As the year progresses, the Group refines the estimates of the year’s taxable income as new informationbecomes available. This continual estimation process often results in a change to the expected effective tax rate for the year. Whenthis occurs, the Group adjusts the income tax provision during the quarter in which the change in estimate occurs so that the year-to-dateprovision reflects the expected annual tax rate.

 

The Group’s effective tax ratefor the six months ended June 30, 2024 and 2025 were 23.35% (unaudited) and 21.79% (unaudited), respectively.

 

7.SHARE-BASED COMPENSATION

 

Employee Share Holding Platform

 

In June 2016, the Group establishedan employee share holding platform (the “Share Holding Platform”). ZTO Es Holding Limited (“ZTO ES”),a British Virgin Islands company was established as a holding vehicle for the Group’s Share Holding Platform. Four limited liabilitypartnerships (“LLPs”) were established in the PRC as the shareholders of ZTO ES. ZTO ES and the LLPs have no activitiesother than administering the plan and does not have employees.

 

On June 28, 2016, the Group issued16 million ordinary shares to ZTO ES. All shareholder rights associated with these 16 million ordinary shares including but not limitedto voting right and dividend right were waived until such time when the economic interests in the ordinary shares are granted to theemployees, through transfer of interests in the LLPs. The recipient of limited partnership interests is entitled to indirectly all ofthe economic rights associated with the underlying ordinary shares of the Group and accordingly, at the direction of the employee, ZTOES will sell the Group’s ordinary shares held in connection with the limited partnership interest owned by the employee and remitthe proceeds to the employee. The other shareholder’s rights associated with the Group’s ordinary shares held by the partnershipmay be exercised by the general partner of these LLPs. The Group referred to these limited partner’s partnership interests as ordinaryshare units and five ordinary share units correspond to the indirect economic interest in one ordinary share of the Group.

 

In March 2024 and 2025, 6,027,415and 5,138,560 ordinary share units corresponding to 1,205,483 and 1,027,712 Company’s ordinary shares were granted to certain officersand employees, respectively. The consideration was nil for both of grants. These share awards vested and exercised immediately upon grant.The Group recorded the share-based compensation of RMB183,175 (unaudited) and RMB149,362 (unaudited) based on the market price at US$21.02and US$20.05 of ordinary shares on the grant date for six months ended June 30, 2024 and 2025, respectively.

 

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2016 Share Incentive Plan

 

In June 2016, the Board also approvedthe 2016 share incentive plan (the “2016 Share Incentive Plan”) in order to provide appropriate incentives to directors,executive officers and other employees of the Group. With effect from May 1, 2023, the scheme limit of the 2016 Share IncentivePlan was capped at the existing size of the share award pool as at December 31, 2022, i.e. 21,000,000 shares. The 2016 Share IncentivePlan was terminated in 2024. There were no outstanding awards under the 2016 Share Incentive Plan as of December 31, 2024.

 

2024 Share Incentive Plan

 

In March 2024, the Board approvedthe 2024 share incentive plan (the “2024 Share Incentive Plan”) in order to provide appropriate incentives to directors,employees, and consultants of the Group, pursuant to which the maximum number of shares of the Group underlying the awards to be grantedunder the 2024 Share Incentive Plan shall be 30,000,000 Class A ordinary shares, subject to adjustment and/or update by the Board.

 

Restricted share units

 

In March 2024, the Group granted743,366 restricted share units (“RSU”) at par value to certain directors, executive offices and employees pursuantto the 2016 Share Incentive Plan. These grants are vested immediately upon grant. The Group recorded the share-based compensation ofRMB112,956 (unaudited) based on the market price of ordinary shares at US$21.02 on the grant date for the six months ended June 30,2024.

 

In March 2025, the Group granted454,997 RSU at par value to certain directors, executive offices and employees pursuant to the 2024 Share Incentive Plan. These grantsare vested immediately upon grant. The Group recorded the share-based compensation of RMB66,127 (unaudited) based on the market priceof ordinary shares at US$20.05 on the grant date for the six months ended June 30, 2025.

 

Share Options

 

On March 22, 2024, the Group granted916,200 share options to certain directors, executive offices and employees pursuant to the 2024 Share Incentive Plan. The exercise priceis US$21.88. The options will be vested 33%, 33% and 34% on each of three anniversary dates from the grant date, respectively. The optionshave a contractual term of ten years.

 

The closing price of the Group’sshares immediately before March 22, 2024, the date of grant, was US$21.67 per share. The weighted-average grant date fair valuefor options granted to directors and employees during the six months ended June 30, 2024 was US$6.7 per share, computed using thebinomial option pricing model. The binomial option pricing model requires the input of subjective assumptions including the expectedstock price volatility and the expected price multiple at which employees are likely to exercise stock options. Expected volatilitiesare based on the average historical equity volatility of the Group. The risk-free rate for periods within the contractual life of theoption is based on the U.S. Treasury yield curve in effect at the time of grant.

 

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The fair value of stock options was estimated using thefollowing significant assumptions:

 

   2024 
Spot price (US$)   21.02 
Exercise price (US$)   21.88 
Life of option   10 years  
Risk free rate   4.22%
Expected volatility   35.00%
Dividend yield   2.95%
Post-vesting forfeiture rate   5.55%~6.39%
Exercise multiple   1.5x~2.0x 

 

The following table summarized the Group’s share optionactivity under the option plans:

 

   Number of
Options
   Weighted
Average
Exercise
Price
US$
per share
   Weighted
Average
Remaining
Contractual
Life
Years
   Aggregate
Intrinsic
Value
US$
 
Share options outstanding as of January 1, 2025   916,200    21.88    9.23    - 
Granted   -                           
Exercised   -                
Forfeited   29,952                
Share options outstanding as of June 30, 2025   886,248    21.88    8.67    - 
Share options exercisable as of June 30, 2025   292,462    21.88    8.67    - 

 

The total share-based compensationexpenses relating to these options was RMB9,024 (unaudited) and RMB7,774 (unaudited) during the six months ended June 30, 2024 and2025. As of June 30, 2025, there was RMB12,773 (unaudited) of unrecognized compensation expense related to unvested share options,which is expected to be recognized over a weighted average period of 1.67 years.

 

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8.EARNINGS PER SHARE

 

Basic and diluted earnings per share for each of the periodspresented are calculated as follows:

 

   Six months ended June 30, 
   2024   2025 
   RMB   RMB   US$ 
   (Unaudited)   (Unaudited)   (Unaudited) 
Numerator:               
Net income attributable to ordinary shareholders – basic   4,037,848    3,931,579    548,827 
Plus: Interest expense of convertible senior notes   74,977    75,927    10,599 
Net income attributable to ordinary shareholders – diluted   4,112,825    4,007,506    559,426 
Shares (Denominator):               
Weight average ordinary shares outstanding – basic   805,806,731    799,123,030    799,123,030 
Plus: Dilutive effect of convertible senior notes   33,029,400    34,237,800    34,237,800 
                
Weight average ordinary shares outstanding – diluted   838,836,131    833,360,830    833,360,830 
Earnings per share – basic   5.01    4.92    0.69 
Earnings per share – diluted   4.90    4.81    0.67 

 

3,941,928 and 2,914,216 ordinary sharestransferred to ZTO ES were considered issued but not outstanding as of June 30, 2024 and June 30, 2025, respectively, and thereforenot included in the calculation of basic and dilutive earnings per share.

 

For the six months ended June 30,2025, the Group had 886,248 share options which could potentially dilute basic earnings per share in the future, but which were excludedfrom the computation of diluted earnings per share as their effects would have been anti-dilutive. All outstanding share options areanti-dilutive.

 

9.RELATED PARTY TRANSACTIONS

 

The table below sets forth the major related parties andtheir relationships with the Group:

 

Name of related parties Relationship with the Group
   
Shanghai Mingyu Barcode Technology Ltd. Controlled by brother of chairman of the Company
   
ZTO Supply Chain Management Co., Ltd. and its subsidiaries The Group’s equity investee
   
ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries The Group’s equity investee
   
ZTO YunLeng Network Technology (Zhejiang) Co., Ltd. and its subsidiaries The Group’s equity investee
   
Zhejiang Tongyu Intelligent Industry Development Co., Ltd. The Group’s equity investee
   
Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd Controlled by chairman of the Company
   
Mr. Jilei Wang Director and Vice President of Infrastructure Management

 

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(a)The Group entered into the following transactions with its related parties:

 

   Six months ended June 30, 
   2024   2025 
Transactions  RMB   RMB   US$ 
   (Unaudited)   (Unaudited)       (Unaudited) 
Revenues:               
Transportation revenue from ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries   79,969    164,538    22,969 
Others   31,385    57,778    8,065 
    111,354    222,316    31,034 
Cost of revenues:               
Transportation service fees paid to ZTO Supply Chain Management Co., Ltd. and its subsidiaries   366,360    326,501    45,578 
Transportation service fees paid to ZTO YunLeng Network Technology (Zhejiang) Co., Ltd. and its subsidiaries   61,331    62,975    8,791 
Transportation service fees paid to ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries   782    6,825    953 
Purchases of supplies from Shanghai Mingyu Barcode Technology Ltd.   161,415    182,059    25,414 
Others   18,674    69,113    9,648 
    608,562    647,473    90,384 
Other operating income:               
Rental income from ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries   39,948    35,707    4,985 
Rental income from ZTO Supply Chain Management Co., Ltd. and its subsidiaries   26,501    21,191    2,958 
Others   2,190    1,302    181 
    68,639    58,200    8,124 
Other income:               
Interest Income derived from Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd   10,928    8,058    1,125 
Others   4,645    1,341    187 
    15,573    9,399    1,312 

 

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(b)The Group had the following balances with its related parties:

 

   As of
December 31,
2024
   As of June 30, 2025 
   RMB   RMB   US$ 
   (Audited)   (Unaudited)   (Unaudited) 
Amounts due to related parties               
Shanghai Mingyu Barcode Technology Ltd.   37,277    33,670    4,700 
ZTO Supply Chain Management Co., Ltd. and its subsidiaries   118,874    71,964    10,046 
Zhongtong YunLeng Network Technology (Zhejiang) Co., LTD and its subsidiaries   16,675    13,192    1,842 
ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries   12,700    3,670    512 
Others   17,240    8,798    1,228 
Total   202,766    131,294    18,328 

 

Amounts due to related parties mainly consisted of accountspayable to related parties for transportation, waybill material and deposits as of December 31, 2024 and June 30, 2025, respectively.

 

Trade related amounts due to related parties are normallysettled within one year.

 

   As of
December 31,
2024
   As of June 30, 2025 
   RMB   RMB   US$ 
   (Audited)   (Unaudited)   (Unaudited) 
Amounts due from related parties               
ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries (1)   71,373    67,802    9,465 
ZTO Supply Chain Management Co., Ltd. (2)   32,144    1,039    145 
Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd. (3)   53,810         
Others   10,833    16,744    2,337 
Total   168,160    85,585    11,947 
                
Amounts due from related parties-non current               
Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd (4)   421,667    366,917    51,219 
                
Total   421,667    366,917    51,219 

 

(1)

The amount comprised the three-month factoring loan to this related party with 6.44% and 6.34% annualized interest rate for the year ended December 31, 2024 and six months ended June 30, 2025, respectively, accounts receivable generated from the express delivery service provided by the Company and other receivables generated from the property leasing service provided by the Company. The balance of loan was RMB29,040 and RMB29,000 (unaudited) as of December 31, 2024 and June 30, 2025, respectively.

 

36

 

 

(2)The amount comprised the three-month factoring loan to this related party and its subsidiaries with 6.44% annualized interest rate for the year ended December 31, 2024 and other receivables generated from the property leasing service provided by the Company. The balance of loan was RMB30,370 and RMB nil (unaudited) as of December 31, 2024 and June 30, 2025, respectively.

 

(3)On November 29, 2024, the Company entered into the Property Purchase Agreement with Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd, pursuant to which the Company agreed to purchase, and Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd agreed to sell, the properties at the aggregate consideration of RMB179,720. As of December 31, 2024, RMB53,810 of the amount due from this related party comprised the deposit for the properties purchased from this related party. In 2025, the Company paid the rest of agreed-upon acquisition price of the properties to the related parties, and obtained the title of the properties and relevant amount has been recognized in property and equipment, net.

 

(4)The amount comprised a loan to this related party with 5.0% annualized interest rate for a term of 36 months from December 4, 2023 to December 3, 2026. This loan is an extension of the original three-year loan with 7.2% annualized interest rate. Mr. Jilei Wang, the Director of the Company, is the guarantor of this extended loan. In December 2024, Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd paid the RMB100,000 principal and RMB5,000 interest in advance. In January 2025, Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd paid the RMB60,000 principal and RMB3,292 interest in advance. The balance of principal was RMB400,000 and RMB340,000 (unaudited) as of December 31, 2024 and June 30, 2025 and interest receivable was RMB21,667 and RMB26,917 (unaudited) as of December 31, 2024 and June 30, 2025, respectively.

 

Trade related amounts due from related parties are normallysettled within one year.

 

10.REPURCHASE OF ORDINARY SHARES

 

The Board has approved its share repurchaseprogram in November 2018 and made subsequent modifications, whereby the latest modification increased the aggregate value of sharesthat may be repurchased to US$2.0 billion and extended the effective time through June 30, 2025. The Company expects to fund therepurchases out of its existing cash balance. As of June 30, 2025, the Company has purchased an aggregate of 50,899,498 ADSs atan average purchase price of US$24.13 under the said share repurchase program, including repurchase commissions.

 

11.DIVIDENDS

 

On March 19, 2024, a final dividendin respect of the year ended December 31, 2023 of US$0.62 per ordinary share, in an aggregate amount of US$500,134 (RMB3,600,516),had been approved by the Board of directors of the Company.

 

On August 20, 2024, an interimdividend in respect of the six months ended 30 June 2024 of US$0.35 per ordinary share, in an aggregate amount of US$282,239 (RMB2,012,929),had been approved by the Board of directors of the Company.

 

On March 18, 2025, a cash dividendin respect of the six months ended December 31, 2024 of US$0.35 per ordinary share, in an aggregate amount of US$279,913 (RMB2,023,602),had been approved by the board of directors of the Company.

 

On August 19, 2025, an interimdividend in respect of the six months ended 30 June 2025 of US$0.30 per ordinary share, in an aggregate amount of US$239,926 (RMB1,718,732),had been approved by the Board of directors of the Company.

 

The above dividends in respect of theyears ended December 31, 2023 and 2024 were paid to shareholders of record as of designated record dates.

 

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PUBLICATION OF THE INTERIM RESULTS ANNOUNCEMENT AND INTERIM REPORT

 

This interim results announcement is publishedon the websites of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and the Company (https://zto.investorroom.com/). The interimreport of the Company for the six months ended June 30, 2025 will be made available for review on the same websites in due course.

 

DEFINITIONS

 

In this announcement, the following expressionsshall have the following meanings unless the context indicates otherwise:

 

“2024 Plan” the Company’s share incentive plan adopted on March 19, 2024 as amended from time to time
   
“ADS(s)” American depositary share(s) (each representing one Class A ordinary share of the Company)
   
“associate(s)” has the meaning ascribed to it under the Listing Rules
   
“Audit Committee” the audit committee of the Board
   
“Auditor” Deloitte Touche Tohmatsu, the independent auditor of the Company
   
“Board” the board of Directors
   
“CG Code” the Corporate Governance Code as set out in Appendix C1 to the Listing Rules
   
“China” or “PRC” the People’s Republic of China
   
“Class A ordinary shares” Class A ordinary shares of the share capital of the Company with a par value of US$0.0001 each, giving a holder of a Class A ordinary share one vote per share on any resolution tabled at the Company’s general meeting
   
“Class B ordinary shares” Class B ordinary shares of the share capital of the Company with a par value of US$0.0001 each, conferring weighted voting rights in the Company such that a holder of a Class B ordinary share is entitled to 10 votes per share on any resolution tabled at the Company’s general meeting
   
“Company” or “ZTO” ZTO Express (Cayman) Inc., a company incorporated in the Cayman Islands on April 8, 2015 as an exempted company and, where the context requires, its subsidiaries and consolidated affiliated entities from time to time

 

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“Contractual Arrangements” variable interest entity structure and, where the context requires, the agreements underlying the structure, which the Company relies on to provide mail delivery services in China mainly through its consolidated affiliated entities and subsidiaries
   
“Director(s)” the director(s) of the Company
   
“ESG” environmental, social and governance
   
“Group”, “the Group”, “we” or “us” the Company and its subsidiaries and consolidated affiliated entities from time to time
   
“Hong Kong” or “HK” the Hong Kong Special Administrative Region of the People’s Republic of China
   
“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited
   
“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time
   
“Model Code” the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 to the Listing Rules
   
“NYSE” New York Stock Exchange
   
“ordinary share(s)” Class A and Class B ordinary share(s) of the Company, par value US$0.0001 per share
   
“Reporting Period” the six months ended June 30, 2025
   
“RMB” or “Renminbi” Renminbi yuan, the lawful currency of China
   
“Share(s)” the Class A ordinary shares and Class B ordinary shares in the share capital of the Company, as the context so requires
   
“Shareholder(s)” holder(s) of the Share(s)
   
“subsidiary(ies)” has the meaning ascribed to it under the Listing Rules
   
“U.S.” the United States of America, its territories, its possessions and all areas subject to its jurisdiction
   
“US$” or “U.S. dollars” United States dollars, the lawful currency of the United States

 

39

 

 

“U.S. GAAP” accounting principles generally accepted in the United States
   
“weighted voting right” or “WVR” has the meaning ascribed to it under the Listing Rules
   
“ZTO ES” ZTO Es Holding Limited, a company incorporated in the British Virgin Islands
   
“%” per cent

 

  By order of the Board 
  ZTO Express (Cayman) Inc. 
  Meisong LAI 
  Chairman

 

Hong Kong, August 20, 2025

 

As at thedate of this announcement, the board of directors of the Company comprises Mr. Meisong LAI as the chairman and executive director,Mr. Jilei WANG and Mr. Hongqun HU as executive directors, Mr. Xing LIU and Ms. Di XU as non-executive directors,Mr. Frank Zhen WEI, Mr. Qin Charles HUANG, Mr. Herman YU, Mr. Tsun-Ming (Daniel) KAO and Ms. Fang XIE as independentnon-executive directors.

 

40