Exhibit 99.1

ZTO Reports Fourth Quarter 2023 and Full Year 2023 Unaudited Financial Results

RMB9.0 Billion Full Year Adjusted Net Income Grew 32.3%
30.2 Billion Annual Parcels Expanded Market Share to 22.9%
US$0.62 per Share Annual Dividend Increased 68%
Upsizes Share Repurchase Program by USD500 million

SHANGHAI, March 19, 2024 /PRNewswire/ -- ZTO Express (Cayman) Inc. (NYSE: ZTO and SEHK: 2057), a leading and fast-growing express delivery company in China ("ZTO" or the "Company"), today announced its unaudited financial results for the fourth quarter and fiscal year ended December 31, 2023[1]. The Company grew parcel volume by 5.8 billion, or 23.8% year over year and expanded market share by 0.8 percentage points to 22.9% while maintaining high quality of service and customer satisfaction. Adjusted net income[2] increased 32.3% to reach RMB9.0 billion. Net cash generated from operating activities was RMB13,361.0 million.

Fourth Quarter 2023 Financial Highlights

Fiscal Year 2023 Financial Highlights

Operational Highlights for Fourth Quarter 2023

Mr. Meisong Lai, Founder, Chairman and Chief Executive Officer of ZTO, commented, "Amidst uncertainties and unexpected shifts in macroeconomic environment as well as in China express delivery industry during 2023, and by focusing on what we can do, ZTO delivered strong results for the year. We stayed ahead of the industry growth with 30.2 billion parcels and achieved 9 billion adjusted net income that grew 32.3% over last year. As we continued to evolve from being heavily dependent on experience to become increasingly assisted by data and analytics, we received positive outcome across many aspects of our business including partner network quality and stability, product and services enrichment, revenue mix improvements, operational productivity gain and last-mile presence."

Mr. Lai added, "The landscape of express delivery industry in China continues to bifurcate between bigger scale and higher profitability versus smaller in size or overcoming losses. ZTO is at the forefront of this divergence. Our strategies and execution have been effective in striking healthy balance amongst competing priorities including service quality, volume growth and earnings expansions throughout the years. Although uncertainties remain in near and longer term macroeconomic and industry specific development, we are certain of our clear competitive strengths that took years to build, and with unrelenting vigilance, we are well prepared to effectively manage risks and seize opportunities, as well as pragmatically raise shareholder returns."

Ms. Huiping Yan, Chief Financial Officer of ZTO, commented, "Moving in the same direction of the industry, ZTO's core express ASP declined 11.3% or ¥16 cents for 2023, out of which, ¥5 cents were associated with volume incentives. Price competition remained intense particularly in ecommerce concentrated markets. The positive news is that our solid base scale and continuous productivity initiatives combined with stable SG&A cost structure altogether helped to offset the negative price impact. Our operating margin rate improved by 4.1 points for the year to reach 26%.

With digitization driving operational decisions and execution process, our ability to deliver on strategic goals have greatly improved." Ms. Yan added, "Capital spending for 2023 was ¥6.7 billion, and cash flow from operating activities grew 16.4% to reach ¥13.4 billion. The board has approved the establishment of a regular dividend policy starting with a $62 cents per share cash dividend for 2023, and no less than 40% payout ratio for 2024. Further, the board authorized an additional US$500 million stock repurchase amount to add to the previous total of US$1.5 billion buyback program. Benefiting from the positive long-term growth prospects of Chinese economy, logistics industry, and leveraging the Company's competitive advantage and free cash generation, ZTO is well prepared to steadily increase return to our investors."

Fourth Quarter 2023 Unaudited Financial Results

Total Revenues were RMB10,619.4 million (US$1,495.7 million), an increase of 7.6% from RMB9,871.3 million in the same period of 2022. Revenue from the core express delivery business increased by 8.0% compared to the same period of 2022, as a net result of a 32.0% increase in parcel volume and an 18.2% decrease in parcel unit price. KA revenue including delivery fees from direct sales organizations, established to serve core express KA customers, decreased by 47.0% through either re-engagement of partner outlets or rationalization due to loss-making. Revenue from freight forwarding services decreased by 6.9% compared to the same period of 2022 mainly due to declining cross border e-commerce pricing. Revenue from sales of accessories, largely consisted of sales of thermal paper used for digital waybills' printing, increased by 43.1% in line with parcel volume growth. Other revenues were mainly derived from financing services.

Total cost of revenues was RMB7,491.2 million (US$1,055.1 million), an increase of 5.5% from RMB7,098.8 million in the same period last year.

Line haul transportation cost was RMB3,964.2 million (US$558.3 million), an increase of 16.8% from RMB3,394.3 million in the same period last year. The unit transportation cost decreased 11.5% or 5 cents mainly attributable to better economies of scale, optimized line-haul route planning and decrease in fuel price.

Sorting hub operating cost was RMB2,257.0 million (US$317.9 million), an increase of 5.5% from RMB2,139.6 million in the same period of last year. The increase primarily consisted of (i) RMB55.8 million (US$7.9 million) increase in labor-associated costs, a net result of wage increases partially offset by automation-driven efficiency improvement, and (ii) RMB84.2 million (US$11.9 million) increase in depreciation and amortization costs associated with automation equipment and other facilities. With standardization in operating procedures, improved performance evaluation system, the unit sorting cost decreased by 20.1% or 6 cents. As of December 31, 2023, there were 464 sets of automated sorting equipment were in service, compared to 458 sets as of December 31, 2022, which enhanced overall sorting operational efficiencies.

Cost of accessories sold was RMB162.2 million (US$22.8 million), increased by 9.7% compared with RMB147.8 million in the same period last year.

Other costs were RMB880.2 million (US$124.0 million), a decrease of 25.3% from RMB1,178.5 million in the same period last year. The decrease mainly consisted of (i) RMB273.7 million (US$38.5 million) decrease in dispatching costs associated with serving enterprise customers and (ii) RMB64.1 million (US$9.0 million) decrease in costs associated with expanding last mile business, offset by (iii) RMB34.1 million (US$4.8 million) increase in tax surcharge.

Gross Profit was RMB3,128.2 million (US$440.6 million), increased by 12.8% from RMB2,772.6 million in the same period last year as a combined result of revenues growth and cost productivity gain. Gross margin rate improved to 29.5% from 28.1% for the same period last year.

Total Operating Expenses were RMB373.2 million (US$52.6 million), compared to RMB312.7 million in the same period last year.

Selling, general and administrative expenses were RMB700.4 million (US$98.6 million), increased by 24.9% from RMB560.9 million in the same period last year. The increase primarily consisted of (i) RMB85.6 million (US$12.1 million) provision of losses from a credit loan provided to Shanghai Shuangcaiji Intelligent Technology Co., LTD, an equipment supplier, and (ii) RMB42.6 million (US$6.0 million) in depreciation and amortization expenses.

Other operating income, net was RMB327.2 million (US$46.1 million), compared to RMB248.1 million in the same period last year. Other operating income mainly consisted of (i) RMB191.2 million (US$26.9 million) of government subsidies and tax rebates, (ii) RMB71.8 million (US$10.1 million) of VAT super deduction, and (iii) RMB11.2 million (US$ 1.6 million) of rental income.

Income from operations was RMB2,755.1 million (US$388.0 million), an increase of 12.0% from RMB2,459.8 million for the same period last year. Operating margin rate increased to 25.9% from 24.9% in the same period last year.

Interest income was RMB201.4 million (US$28.4 million), compared with RMB111.8 million in the same period last year.

Interest expenses was RMB61.8 million (US$8.7 million), compared with RMB76.1 million in the same period last year.

Loss from fair value changes of financial instruments was RMB51.2 million (US$7.2 million), compared with a gain of RMB83.5 million in the same period last year. Such gain or loss from fair value changes of the financial instruments are determined by commercial banks according to market-based estimation of future redemption prices. The loss included RMB100.0 million (US$14.1 million) write off of certain trust products managed by Zhongrong International Trust Co. Ltd. (中融) who failed to make redemption payments upon maturity.

Income tax expenses were RMB636.6 million (US$89.7 million) compared to RMB500.5 million in the same period last year. Overall income tax rate increased by 3.0 percentage year over year, mainly due to RMB0.2 billion accrual of withholding tax on dividend payable to ZTO Express (Hong Kong) Limited.

Net income was RMB2,209.8 million (US$311.2 million), which increased by 3.8% from RMB2,129.3 million in the same period last year.

Basic and diluted earnings per ADS attributable to ordinary shareholders were RMB2.72 (US$0.38) and RMB2.66 (US$0.37), compared to basic and diluted earnings per ADS of RMB2.67 and RMB2.61 in the same period last year, respectively.

Adjusted basic and diluted earnings per ADS attributable to ordinary shareholders were RMB2.73 (US$0.38) and RMB2.67 (US$0.38), compared with RMB2.66 and RMB2.60 in the same period last year, respectively.

Adjusted net income was RMB2,214.4 million (US$311.9 million), compared with RMB2,120.2 million during the same period last year.

EBITDA[1] was RMB3,647.2 million (US$513.7 million), compared with RMB3,406.5 million in the same period last year.

Adjusted EBITDA was RMB3,651.8 million (US$514.3 million), compared to RMB3,397.5 million in the same period last year.

Net cash provided by operating activities was RMB3,923.3 million (US$552.6 million), compared with RMB3,769.8 million in the same period last year.

Fiscal Year 2023 Financial Results

Total Revenues were RMB38,418.9 million (US$5,411.2 million), an increase of 8.6% from RMB35,377.0 million last year. Revenue from the core express delivery business increased by 9.8%, as a net result of a 23.8% increase in parcel volume and an 11.3% decrease in parcel unit price. KA revenue including delivery fees from direct sales organizations, established to serve core express KA customers, decreased by 37.3% through either re-engagement of partner outlets for fulfilment or rationalization due to loss-making. Revenue from freight forwarding services decreased by 25.2% compared to last year due to post pandemic e-commerce price decline. Revenue from sales of accessories, largely consisted of sales of thermal paper used for digital waybills, increased by 35.5%, and in line with parcel volume growth. Other revenues were mainly derived from financing services.

Total cost of revenues was RMB26,756.4 million (US$3,768.6 million), an increase of 1.6% from RMB26,337.7 million last year.

Line haul transportation cost was RMB13,591.6 million (US$1,914.3 million), an increase of 8.9% from RMB12,480.2 million last year. The unit transportation cost decreased by 12.1% or 6 cents mainly attributable to better economies of scale, optimized line-haul route planning and decreased fuel price.

Sorting hub operating cost was RMB8,253.5 million (US$1,162.5 million), an increase of 5.2% from RMB7,845.5 million last year. The increase primarily consisted of (i) RMB242.3 million (US$34.1 million) increase in labor-associated costs, a net result of wage increases partially offset by automation-driven efficiency improvement, and (ii)RMB245.7 million (US$34.6 million) increase in depreciation and amortization costs associated with automated equipment and other facilities. With standardization in operating procedures, improved performance evaluation system, the unit sorting cost decreased by 15.0% or 5 cents.

Cost of accessories sold was RMB513.4 million (US$72.3 million), increased by 10.8% compared with RMB463.4 million last year.

Other costs were RMB3,543.3 million (US$499.1 million), a decrease of 19.7% from RMB4,411.5 million in 2022. The decrease mainly consisted of (i) RMB904.7 million (US$127.4 million) decrease in dispatching costs associated with serving enterprise customers, offset by (ii) RMB137.2 million (US$19.3 million) increase in IT charges.

Gross Profit was RMB11,662.5 million (US$1,642.6 million), increased 29.0% from RMB9,039.3 million last year as a combined result of revenues growth and cost productivity gain. Gross margin rate improved to 30.4% from 25.6% last year.

Total Operating Expenses were RMB1,654.6 million (US$233.0 million), compared to RMB1,302.8 million last year.

Selling, general and administrative expenses were RMB2,425.3 million (US$341.6 million), increased by 16.7% from RMB2,077.4 million last year. The increase was primarily due to (i) RMB115.9 million (US$16.3 million) increase in compensation and benefit expenses, (ii) RMB85.6 million (US$12.1 million) provision of losses from a credit loan provided to Shanghai Shuangcaiji Intelligent Technology Co., LTD, an equipment supplier, (iii) RMB80.2 million (US$11.3 million) in headquarter facility expenses, and (iv) RMB74.8 million (US$10.5 million) depreciation and amortization costs associated with administrative equipment and facilities.

Other operating income, net was RMB770.7 million (US$108.5 million), compared to RMB774.6 million last year. Other operating income mainly consisted of (i) RMB397.0 million (US$55.9 million) of government subsidies and tax rebates, (ii) RMB277.4 million (US$39.1 million) of VAT super deduction, and (iii) RMB122.0 million (US$17.2 million) of rental income.

Income from operations was RMB10,007.9 million (US$1,409.6 million), an increase of 29.4% from RMB7,736.5 million last year. Operating margin rate increased to 26.0% from 21.9% last year.

Interest income was RMB706.8 million (US$99.5 million), compared with RMB503.7 million last year.

Interest expenses was RMB289.5 million (US$40.8 million), compared with RMB190.5 million last year.

Gain from fair value changes of financial instruments was RMB164.5 million (US$23.2 million) which included a loss of RMB100.0 million (US$14.1 million) of write off of certain trust products managed by Zhongrong International Trust Co. Ltd. (中融) who failed to make redemption payments upon maturity, compared with RMB46.2 million last year. Such gain or loss from fair value changes of the financial instruments are determined by commercial banks according to market-based estimation of future redemption prices.

Foreign currency exchange Gain, before tax was RMB93.5 million (US$13.2 million), mainly due to the appreciation of the onshore U.S. dollar-denominated bank deposits against the Chinese Renminbi.

Income tax expenses were RMB1,938.6 million (US$273.0 million) compared to RMB1,633.3 million last year. Overall income tax rate decreased by 1.6% for the year ended December 31, 2023 compared with the same period in 2022 due to an income tax refund of RMB207.1 million received in the third quarter by Shanghai Zhongtongji Network Technology Co., Ltd.(上海中通吉网络技术有限公司), a wholly-owned subsidiary of the Company, for being recognized as a "Key Software Enterprise" that was qualified for a preferential tax rate of 10% for tax year 2022. Income tax expenses included RMB0.2 billion accrual of withholding tax on dividend payable to ZTO Express (Hong Kong) Limited.

Net income was RMB8,754.5 million (US$1,233.0 million), which increased by 31.5% from RMB6,659.0 million last year.

Basic and diluted earnings per ADS attributable to ordinary shareholders were RMB10.83 (US$1.53) and RMB10.60 (US$1.49), compared to basic and diluted earnings per ADS of RMB8.41 and RMB8.36 last year, respectively.

Adjusted basic and diluted earnings per ADS attributable to ordinary shareholders were RMB11.14 (US$1.57) and RMB10.90 (US$1.54), compared with RMB8.59 and RMB8.54 last year, respectively.

Adjusted net income was RMB9,005.9 million (US$1,268.5 million), compared with RMB6,806.0 million last year.

EBITDA[1] was RMB13,857.8 million (US$1,951.8 million), compared with RMB11,153.4 million last year.

Adjusted EBITDA was RMB14,107.3 million (US$1,987.0 million), compared to RMB11,289.1 million last year.

Net cash provided by operating activities was RMB13,361.0 million (US$1,881.9 million), compared with RMB11,479.3 million last year.

Recent Developments

Declaration of Dividend Payment

The board of directors (the "Board") has approved a cash dividend of US$0.62 per ADS and ordinary share for the fiscal year 2023, representing a 68% increase compared to the dividend for the fiscal year 2022, to holders of its ordinary shares and ADSs as of the close of business on April 10, 2024. The dividend payment represents a 40% dividend payout ratio. For holders of Class A ordinary shares, in order to qualify for entitlement to the dividend, all valid documents for the transfer of shares accompanied by the relevant share certificates must be lodged for registration with 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 April 10, 2024 (Hong Kong Time). The payment date is expected to be April 22, 2024 for holders of Class A ordinary shares, and April 29, 2024 for holders of ADSs.

Adoption of Semi-Annual Regular Dividend Policy

The Board has approved a semi-annual regular cash dividend policy starting from 2024. Under the semi-annual dividend policy, starting from 2024, the Company will declare and distribute a recurring cash dividend semi-annually, in which the aggregate amount of the semi-annual dividend for each year is equivalent to no less than 40% of the Company's distributable profit in such fiscal year, or as otherwise authorized by the Board. The determination to make dividend distributions and the exact amount of such distributions in any particular semi-annual period will be based upon the Company's operations and earnings, cash flow, financial condition, and other relevant factors, and subject to adjustment and determination by the Board.

Upsize and Extension of Share Repurchase Program

The Board has approved its share repurchase program in November 2018 and made subsequent modifications, whereby the latest modification increased the aggregate value of shares that may be repurchased to US$1.5 billion and extended the effective time through June 30, 2024. As of December 31, 2023, the Company had purchased an aggregate of 42,501,325 ADSs for US$1,063.0 million on the open market, including repurchase commissions. The remaining funds available under the share repurchase program is US$437.0 million.

The Board has approved to upsize the share repurchase program with US$500 million to increase the aggregate value of shares that may be repurchased to US$2.0 billion, and to extend the effective time by one year through June 30, 2025.

Business Outlook

Based on current market conditions and current operations, the Company's parcel volume for 2024 is expected to be in the range of 34.73 billion to 35.64 billion, representing a 15% to 18% increase year over year. Such estimates represent management's current and preliminary view, which are subject to change.

Exchange Rate

This announcement contains translation of certain Renminbi amounts into U.S. dollars at specified rates solely for the convenience of readers. Unless otherwise noted, all translations from Renminbi to U.S. dollars were made at the exchange rate of RMB7.0999 to US$1, the noon buying rate on December 29, 2023 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 uses EBITDA, adjusted EBITDA, adjusted net income, adjusted net income attributable to ordinary shareholders, and adjusted basic and diluted earnings per American depositary share attributable to ordinary shareholders, each a non-GAAP financial measure, in evaluating ZTO's operating results and for financial and operational decision-making purposes.

Reconciliations of the Company's non-GAAP financial measures to its U.S. GAAP financial measures are shown in tables at the end of this earnings release, which provide more details about the non-GAAP financial measures.

The Company believes that EBITDA, adjusted EBITDA, adjusted net income, adjusted net income attributable to ordinary shareholders and adjusted basic and diluted earnings per American depositary share attributable to ordinary shareholders help identify underlying trends in ZTO's business that could otherwise be distorted by the effect of the 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 earnings per American depositary share attributable to ordinary shareholders provide useful information about its operating results, enhance the overall understanding of its past performance and future prospects and allow for greater visibility with respect to key metrics used by ZTO's management in its financial and operational decision-making.

EBITDA, adjusted EBITDA, adjusted net income, adjusted net income attributable to ordinary shareholders and adjusted basic and diluted earnings per American depositary share attributable to ordinary shareholders should not be considered in isolation or construed as an alternative to net income or any other measure of performance or as an indicator of the Company's operating performance. 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 diluted earnings per American depositary share attributable to ordinary shareholders presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures to ZTO's data. ZTO encourages investors 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 management team will host an earnings conference call at 8:30 PM U.S. Eastern Time on Tuesday, March 19, 2024 (8:30 AM Beijing Time on Wednesday, March 20, 2024).

Dial-in details for the earnings conference call are as follows:

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

A replay of the conference call may be accessed by phone at the following numbers until March 26, 2024:

Additionally, a live and archived webcast of 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 in China. ZTO provides express delivery service as well as other value-added logistics services through its extensive and reliable nationwide network coverage in China.

ZTO operates a highly 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-critical line-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 announcement contains statements that may constitute "forward-looking" statements pursuant to the "safe harbor" provisions of the 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 outlook and quotations from management in this announcement contain forward-looking statements. ZTO may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the "SEC") and The Stock Exchange of Hong Kong Limited (the "HKEX"), in its interim and annual reports to shareholders, in announcements, circulars or other publications made 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 number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: risks relating to the development of the e-commerce and express delivery industries in China; its significant reliance on certain third-party e-commerce platforms; risks associated with its network partners and their employees and personnel; intense competition which could adversely affect the Company's results of operations and market share; any service disruption of the Company's sorting hubs or 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 SEC and the HKEX. All information provided in this announcement is as of the date of this announcement, and ZTO does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

UNAUDITED CONSOLIDATED FINANCIAL DATA

Summary of Unaudited Consolidated Comprehensive Income Data:

Unaudited Consolidated Balance Sheets Data:

Summary of Unaudited Consolidated Cash Flow Data:  

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

Reconciliations of GAAP and Non-GAAP Results

(1)  Net of income taxes of nil

Reconciliations of GAAP and Non-GAAP Results

(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

Hong Kong 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 arising from or in reliance upon the whole or any part of the contents of this announcement.

Under our weighted voting rights structure, our share capital comprises Class A ordinary shares and Class B ordinary shares. Each Class A ordinary share entitles the holder to exercise one vote, and each Class B ordinary share entitles the holder to exercise 10 votes, respectively, on all matters that require a shareholder’s vote. Shareholders and prospective investors should be aware of the potential risks of investing in a company with a weighted voting rights structure. Our American depositary shares, each representing one of our Class A ordinary shares, are listed on the New York Stock Exchange in the United States under the symbol ZTO.

ZTO Express (Cayman) Inc.

中 通 快 遞 ( 開 曼 )有 限 公 司

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

(Stock Code: 2057)

ANNUAL RESULTS ANNOUNCEMENT

FOR THE YEAR ENDED DECEMBER 31, 2023

The Board of ZTO Express (Cayman) Inc. is pleased to announce the unaudited annual consolidated results of the Group for the year ended December 31, 2023, together with the comparative figures for the corresponding period in 2022. These annual results have been prepared in accordance with U.S. GAAP and have been reviewed by the Audit Committee of the Board.

FINANCIAL HIGHLIGHTS

Non-GAAP Financial Measures

We use EBITDA, adjusted EBITDA, adjusted net income, adjusted net income attributable to ordinary shareholders, and adjusted basic and diluted earnings per ADS attributable to ordinary shareholders, each a non-GAAP financial measure, in evaluating the Company’s operating results and for financial and operational decision-making purposes.

We believe that EBITDA, adjusted EBITDA, adjusted net income, adjusted net income attributable to ordinary shareholders, and adjusted basic and diluted earnings per ADS attributable to ordinary shareholders help identify underlying trends in the Company’s business that could otherwise be distorted by the effect of the expenses and gains that the Company includes in income from operations and net income, and provide useful information about its operating results, enhance the overall understanding of its past performance and future prospects and allow for greater visibility with respect to key metrics used by the Company’s management in its financial and operational decision-making.

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

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

(1)       Net of income taxes of nil

(1)        Net of income taxes of nil

BUSINESS REVIEW AND OUTLOOK

Business Review during the Reporting Period

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

In 2023, we achieved solid financial and operating results as consumer confidence and consumption in China began to resume. Our revenue increased by 8.6% from RMB35,377.0 million for the year ended December 31, 2022 to RMB38,418.9 million for the same period in 2023, primarily due to an increase in express delivery demand in the post-pandemic recovery.

Core Express Delivery Business

We derive a substantial part of our revenues from express delivery services that we provide 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. In addition, we also directly provide express delivery services to certain enterprise customers, including vertical e-commerce and traditional merchants, in connection with the delivery of their products to end consumers. We also generate revenues from the sale of ancillary materials, such as portable barcode readers, thermal paper and ZTO-branded packing materials and uniforms, to our network partners.

We determine 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 are primarily measured by (i) a fixed amount for a waybill attached to each parcel and (ii) a variable amount per parcel for sorting and line-haul transportation based on the parcel weight and route distance. The delivery service fees we charge the enterprise customers are also based on parcel weight and route distance.

Our network partners generally charge each parcel sender a delivery services fee directly. They have full discretion over the pricing of their 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 services fees charged by our network partners to parcel senders partially due to decreasing unit operational costs and market competition. We have been able to adjust the level of network transit fees based on market conditions and our operating costs.

Ecosystem of Integrated Solutions

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

Logistics Network and Infrastructure

Network base

We operate a highly scalable and flexible network partnership model to buttress the significant growth of e-commerce in China. We pride ourselves in having established a solid and cohesive network base that covers 99% of cities and counties across China. As of December 31, 2023, we had approximately 6,000 direct network partners operating over 31,000 pickup and delivery outlets and over 110,000 last-mile posts nationwide.

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

Logistics Infrastructure

Our expansive service network is supported by our mission-critical line-haul transportation and sorting infrastructure. As of December 31, 2023, our logistics infrastructure network comprised 99 sorting hubs with 464 automation lines and over 3,900 line-haul routes serviced by over 10,000 self-owned line-haul trucks, out of which more than 9,200 were 15 to 17-meter-long high capacity models.

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

Technology Infrastructure

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

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

The continuous 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 efforts in upgrading our technology infrastructure to promote intelligent logistics have contributed to the decrease in our combined unit cost of sorting and transportation for the year ended December 31, 2023 compared to the same period in 2022.

Environment, Social and Governance (ESG)

The express 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 and creating value; it improves the distribution of products and reduces logistics cost across the whole country, making manufacturing and agricultural industries more competitive.

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

The Company 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/. The Company’s ESG report for the year ended December 31, 2023 will be published together with its annual report for the year ended December 31, 2023 in due course.

Voluntary Conversion to Primary Listing on the Hong Kong Stock Exchange

The Company’s voluntary conversion of its secondary listing status to primary listing on the Hong Kong Stock Exchange became effective on May 1, 2023. The Company is now a dual primary listed company on the Hong Kong Stock Exchange in Hong Kong and the NYSE in the United States.

Important Events after the Reporting Period

Declaration of Dividend Payment

The Board has approved a cash dividend of US$0.62 per ADS and ordinary share for the fiscal year 2023, representing a 68% increase compared to the dividend for the fiscal year 2022, to holders of its ordinary shares and ADSs as of the close of business on April 10, 2024. The dividend payment represents a 40% dividend payout ratio. For holders of Class A ordinary shares, in order to qualify for entitlement to the dividend, all valid documents for the transfer of shares accompanied by the relevant share certificates must be lodged for registration with 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 April 10, 2024 (Hong Kong Time). The payment date is expected to be April 22, 2024 for holders of Class A ordinary shares, and April 29, 2024 for holders of ADSs.

Adoption of Semi-Annual Regular Dividend Policy

The Board has approved a semi-annual regular cash dividend policy starting from 2024. Under the semi-annual dividend policy, starting from 2024, the Company will declare and distribute a recurring cash dividend semi-annually, in which the aggregate amount of the semi-annual dividend for each year is equivalent to no less than 40% of the Company’s distributable profit in such fiscal year, or as otherwise authorized by the Board. The determination to make dividend distributions and the exact amount of such distributions in any particular semi-annual period will be based upon the Company’s operations and earnings, cash flow, financial condition, and other relevant factors, and subject to adjustment and determination by the Board.

Upsize and Extension of Share Repurchase Program

The Board has approved its share repurchase program in November 2018 and made subsequent modifications, whereby the latest modification increased the aggregate value of shares that may be repurchased to US$1.5 billion and extended the effective time through June 30, 2024. As of December 31, 2023, the Company had purchased an aggregate of 42,501,325 ADSs for US$1,063.0 million on the open market, including repurchase commissions. The remaining funds available under the share repurchase program is US$437.0 million.

The Board has approved to upsize the share repurchase program with US$500 million to increase the aggregate value of shares that may be repurchased to US$2.0 billion, and to extend the effective time by one year through June 30, 2025.

Business Outlook

Since its establishment in 2002, ZTO has always adhered to the philosophy of shared-success, paid attention to infrastructure development and their efficient utilization to establish our competitive advantage, and we have consistently stay relevant in promoting fair and equitable sharing of burden and benefits amongst all participants of our business endeavors. Our leading position at present in the express delivery industry in terms of service quality, scale and profitability is the result of the common goal and concerted win-win cooperation by everyone under the ZTO brand.

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

Based on current market conditions and current operations, the Company’s parcel volume for 2024 is expected to be in the range of 34.73 billion to 35.64 billion, representing a 15% to 18% increase year over year. Such estimates represent management’s current and preliminary view, which are subject to change.

MANAGEMENT DISCUSSION AND ANALYSIS

Revenues

Core Express Delivery Business

Revenues from our core express delivery business increased by 9.8% from RMB34,164.3 million for the year ended December 31, 2022 to RMB37,512.1 million for the same period in 2023, as a net result of a 23.8% increase in parcel volume and an 11.3% decrease in parcel unit price. A substantial part 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 year ended December 31, 2023, such fees represented 91.4% of our total revenue from express delivery services. The remaining portion of our revenue from express delivery services was derived from enterprise customers, including vertical e-commerce and traditional merchants, in connection with the delivery of their products to end consumers. KA revenue including delivery fees from direct sales organizations, established to serve core express KA customers, decreased by 37.3% through either re-engagement of partner outlets for fulfilment or rationalization due to loss-making.

Freight Forwarding Services

We provide freight forwarding services through the acquired business of China Oriental Express Co., Ltd., a major freight forwarding and international logistics service provider in Hong Kong and Shenzhen. For the year ended December 31, 2023, revenue from such services decreased by 25.2% compared to the same period in 2022, primarily due to post pandemic e-commerce price decline. Despite the global macroeconomic uncertainties, we anticipate a rebound in cross border e-commerce and consumption, with faster recovery rates expected in Asia.

Cost of Revenues

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

Total cost of revenues increased by 1.6% from RMB26,337.7 million for the year ended December 31, 2022 to RMB26,756.4 million for the year ended December 31, 2023.

Gross Profit

Gross profit increased by 29.0% from RMB9,039.3 million for the year ended December 31, 2022 to RMB11,662.5 million for the year ended December 31, 2023. Our gross profit margin increased to 30.4% for the year ended December 31, 2023 from 25.6% for the same period of 2022, as a combined result of revenues growth and cost productivity gain.

Operating Expenses

Total operating expenses increased by 27.0% to RMB1,654.6 million in the year ended December 31, 2023 from RMB1,302.8 million in the same period of 2022.

Selling, General and Administrative Expenses. Our selling, general and administrative expenses increased by 16.7% from RMB2,077.4 million for the year ended December 31, 2022 to RMB2,425.3 million for the year ended December 31, 2023. The increase was primarily due to (i) RMB115.9 million increase in compensation and benefit expenses, (ii) RMB85.6 million provision of losses from a credit loan provided to Shanghai Shuangcaiji Intelligent Technology Co., LTD, an equipment supplier, (iii) RMB80.2 million in headquarter facility expenses, and (iv) RMB74.8 million depreciation and amortization costs associated with administrative equipment and facilities.

Other operating income, net. Our net other operating income decreased by 0.5% from RMB774.6 million for the year ended December 31, 2022 to RMB770.7 million for the year ended December 31, 2023. Other operating income mainly consisted of (i) RMB397.0 million of government subsidies and tax rebates, (ii) RMB277.4 million of VAT super deduction, and (iii) RMB122.0 million of rental income.

Other Income and Expense

Interest income . Our interest income increased by 40.3% from RMB503.7 million for the year ended December 31, 2022 to RMB706.8 million for the year ended December 31, 2023.

Interest expense. Our interest expense increased by 52.0% from RMB190.5 million for the year ended December 31, 2022 to RMB289.5 million for the year ended December 31, 2023.

Gain from fair value changes of financial instruments. Our gain from fair value changes of financial instruments increased by 255.7% from RMB46.2 million for the year ended December 31, 2022 to RMB164.5 million for the year ended December 31, 2023. Gain from fair value changes of financial instruments included a loss of RMB100.0 million of write off of certain trust products managed by Zhongrong International Trust Co. Ltd. (中融) who failed to make redemption payments upon maturity. Such gain or loss from fair value changes of the financial instruments are determined by commercial banks according to market-based estimation of future redemption prices.

Foreign currency exchange gain . Our foreign currency exchange gain decreased by 36.5% from RMB147.3 million for the year ended December 31, 2022 to RMB93.5 million for the year ended December 31, 2023, mainly due to the appreciation of the onshore U.S. dollar-denominated bank deposits against the Chinese Renminbi.

Income Tax Expense

Our income tax expense increased by 18.7% from RMB1,633.3 million for the year ended December 31, 2022 to RMB1,938.6 million for the year ended December 31, 2023. Overall income tax rate decreased by 1.6% for the year ended December 31, 2023 compared with the same period in 2022 due to an income tax refund of RMB207.1 million received in the third quarter by Shanghai Zhongtongji Network Technology Co., Ltd. (上海中通吉網絡技術有限公司), a wholly- owned subsidiary of the Company, for being recognized as a “Key Software Enterprise” that was qualified for a preferential tax rate of 10% for tax year 2022. Income tax expenses included RMB0.2 billion accrual of withholding tax on dividend payable to ZTO Express (Hong Kong) Limited.

Net Income

As a result of the foregoing, our net income increased by 31.5% from RMB6,659.0 million for the year ended December 31, 2022 to RMB8,754.5 million for the year ended December 31, 2023.

Future Plans for Material Investments or Capital Asset

As of December 31, 2023, we did not have detailed future plans for material investments or capital assets.

Gearing Ratio

As of December 31, 2023, our gearing ratio was 31.9%, compared to 30.6% as of December 31, 2022, calculated by dividing total liabilities by total assets.

Liquidity and Capital Resources

Our principal sources of liquidity have been proceeds from cash flows from operating activities and financing activities. As of December 31, 2023, our cash and cash equivalents, restricted cash and short-term investments were RMB12,333.9 million, RMB686.6 million, and RMB7,454.6 million, respectively. Our cash and cash equivalents primarily consist of cash on hand and highly liquid investments, which are unrestricted as to withdrawal or use or have maturities of three months or less when purchased. Restricted cash represents secured deposits held in designated bank accounts for issuance of bank acceptance notes, settlement of derivatives and commencement of construction. Short-term investments consist primarily of dual currency notes and deposits, investments in fixed deposits with maturities between three months and one year and wealth management products which we have the intent and the ability to hold to maturity within one year. As of December 31, 2023, approximately 91.8% of our cash and cash equivalents, restricted cash and short-term investments were held by subsidiaries and affiliated entities incorporated in China, and approximately 85.4% of our cash and cash equivalents, restricted cash and short-term investments were denominated in Renminbi.

As of December 31, 2023, we had outstanding principal amount of bank borrowings of RMB7,766.0 million as compared with RMB5,394.4 million as of December 31,2022. The weighted average interest rate of borrowings drawn was 1.6% for the year ended December 31, 2023. All of the bank borrowings of the Group were denominated in RMB and were at fixed interest rate.

We believe 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 position or increase our cash reserve for future expansions and acquisitions through additional financing activities. The issuance and sale of additional equity would result in further dilution to our existing shareholders. The incurrence of indebtedness would result in increased fixed 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 consolidated affiliated 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 hold any significant investments during the year ended December 31, 2023.

Material Acquisitions and Disposals

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

Pledge of Assets

As of December 31, 2023, we did not pledge any assets of the Group.

Foreign Exchange Risk

Our revenues, expenses and assets and liabilities are mainly denominated in Renminbi. We do not believe that we currently have any significant direct foreign exchange risk. To date, we have entered into some hedging transactions, such as foreign currency deposits, foreign currency forward 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 of our business is effectively denominated in RMB, while our ADSs will be traded in U.S. dollars.

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

To the extent that we need to convert U.S. dollars into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would 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, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amounts available to us.

As of December 31, 2023, we had RMB2,661.9 million of cash and cash equivalent, restricted cash and short-term investment that were denominated in U.S. dollars. If Renminbi had appreciated by 10% against the U.S. dollar, it would result in a decrease of RMB242.0 million in our cash and cash equivalents, restricted cash and short-term investment.

Interest Rate Risk

Our exposure to interest rate risk primarily relates to the interest income generated by excess cash, which is mostly held in interest-bearing bank deposits. Investments in both fixed rate and floating rate interest earning instruments carry a degree of interest rate risk. Fixed rate securities may have their fair market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Due in part to these factors, our future investment income may fall short of expectations due to changes in interest rates, or we may suffer losses in principal if we have to sell securities which have declined in market value due to changes in interest rates. Our exposure to interest rate risk also arises from our borrowings that have a floating rate 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 instruments to manage our interest risk exposure.

Contingent liabilities

We had no material contingent liabilities as at December 31, 2023.

Capital Expenditures and Capital Commitment

In connection with the purchases of property and equipment, purchases of land use rights and the expansion of our self-owned truck fleet and upgrade of our equipment and facilities, we incurred capital expenditures of an aggregate of approximately RMB6.7 billion for the year ended December 31, 2023 (year ended December 31, 2022: RMB7.4 billion). We intend to fund our future capital expenditures with our existing cash balance, proceeds from our offering of convertible senior notes due 2027 and other financing alternatives. We will continue to make capital expenditures to support the growth of our business.

Our capital commitments primarily relate to commitments on construction of office building, sorting hubs and warehouse facilities. Our capital commitments as of December 31, 2023 amounted to RMB4.6 billion. All of these capital commitments will be fulfilled based on the construction progress.

Employees and Remuneration

As of December 31, 2023, the Company had a total of 23,554 employees. The following table sets forth the total number of employees by function:

In addition to our employees, our workforce also includes over 63,000 outsourced workers, as of December 31, 2023. Our network partners hire their own employees according to their operational needs.

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

Our total remuneration cost of employees of the Group without share based compensation incurred from the year ended December 31, 2023 was RMB3,226.5 million, as compared to RMB2,967.5 million for the year ended December 31, 2022.

As required 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 and a maternity insurance plan, and a housing provident fund. We are required under PRC law to make contributions to employee benefit plans at specified percentages of the salaries, bonuses and certain allowances of our employees, up to a maximum amount specified by the local government from time to time.

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

We believe that we maintain a good working relationship with our employees, and we have not experienced any major labor disputes during the Reporting Period.

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

We have adopted the 2016 Plan and established the cash incentive scheme through ZTO ES. Further details in respect of the 2016 Plan and the cash incentive scheme through ZTO ES are set out in the section headed “Directors and Senior Management – Compensation – Share Incentive Plans” in the Prospectus, and the announcements of the Company dated December 23, 2022 and April 26, 2023.

CORPORATE GOVERNANCE

COMPLIANCE WITH THE CG CODE

From the Primary Conversion Effective Date to December 31, 2023 and up to the date of this announcement, the Company has complied with all the code provisions of the CG Code set forth in Part 2 of Appendix C1 (formerly known as Appendix 14) to the Listing Rules, save for the following.

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

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

COMPLIANCE WITH THE MODEL CODE

The Company has adopted the Code for Dealings in Securities by Management (the “Code”), with terms no less exacting than the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 (formerly known as Appendix 10) to the Listing Rules, as its own securities dealing code to regulate all dealings by Directors and relevant employees of securities in the Company and other matters covered by the Code.

On April 26, 2023, the Hong Kong Stock Exchange granted a waiver to the Company from strict compliance with Rules A.1, A.3(a) and B.8 of the Model Code in relation to the proposed Rule 10b5-1 trading plan entered into by Mr. Jilei WANG.

Specific enquiry has been made of all the Directors and the relevant employees and they have confirmed that they have complied with the Code and the Model Code from the Primary Conversion Effective Date to December 31, 2023 and up to the date of this announcement.

BOARD COMMITTEES

The Board has established four committees, namely, the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, and the Environmental, Social and Governance Committee for overseeing particular aspects of the Company’s affairs. Each of these committees is established with defined written terms of reference. The terms of reference of the Board committees are available on the websites of the Company and the Hong Kong Stock Exchange.

Audit Committee

The Company has established an Audit Committee in compliance with Rule 3.21 of the Listing Rules and the CG Code. The Audit Committee consists 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. Xing LIU and Mr. Qin Charles HUANG each satisfies the “independence” requirements of Section 303A of the Corporate Governance Rules of the NYSE. We have determined that Mr. Herman YU (being our independent non-executive Director with the appropriate professional 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:

The Audit Committee has reviewed our unaudited annual results for the year ended December 31, 2023 and has met with the independent auditor of the Company, Deloitte Touche Tohmatsu. The Audit Committee has also discussed matters with respect to the accounting policies and practices adopted by the Company and internal control and financial reporting matters with senior management members of the Company.

The unaudited financial information disclosed in this announcement is preliminary. The audit of the financial statements and related notes to be included in the Company’s annual report to shareholders for the year ended December 31, 2023 is still in progress. The figures in respect of the Company’s unaudited condensed consolidated balance sheets, unaudited condensed consolidated statements of comprehensive income, and unaudited condensed consolidated statements of cash flows and the related notes thereto as of and for the year ended December 31, 2023 as set out in this announcement have been agreed by the Company’s auditor, Messrs. Deloitte Touche Tohmatsu, to the amounts set out in the Company’s unaudited consolidated financial statements for the year. The work performed by Messrs. Deloitte Touche Tohmatsu in this respect did not constitute an assurance engagement and consequently no opinion or assurance conclusion has been expressed by Messrs. Deloitte Touche Tohmatsu on this announcement.

Adjustments to the financial statements may be identified when the audit work is completed, which could result in significant differences between the Company’s audited financial statements and this preliminary unaudited financial information.

OTHER INFORMATION

Purchase, sale or redemption of the Company’s listed securities

During the Reporting Period, the Company repurchased a total of 5,941,076 ADSs on the NYSE (representing the same number of Class A ordinary shares (the “Repurchased Shares”)) for an aggregate consideration of US$141,415,550 (before expense). As at the date of this announcement, other than ADSs transferred to the trust for the benefit of the 2016 Plan prior to the Primary Conversion Effective Date, all the Repurchased Shares repurchased during the Reporting Period have been cancelled.

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

Save as disclosed above, neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company’s securities listed on the Hong Kong Stock Exchange or the NYSE during the Reporting Period.

Use of proceeds from the Global Offering

The net proceeds received by the Company from the Global Offering (as defined in the Prospectus) were approximately HK$11.1 billion. As of December 31, 2023, all the net proceeds from the Global Offering have been utilized in accordance with the intended use as disclosed in the Prospectus.

Use of proceeds from the Notes Offering

In August 2022, we completed an offering of US$1 billion in aggregate principal amount of convertible senior notes due 2027 (the “2027 Notes”). The 2027 Notes bear interest at a rate of 1.50% per year, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2023. The 2027 Notes will mature on September 1, 2027, unless earlier redeemed, repurchased or converted in accordance with their terms prior to such date. Holders may convert the 2027 Notes at any time prior to the close of business on the fifth scheduled trading day immediately preceding the maturity date. Upon conversion, the Company will pay or deliver, as the case may be, cash, the Company’s ADSs, each currently representing one Class A ordinary share, or a combination of cash and ADSs, at its election. As disclosed in the announcement dated August 25, 2022 issued by the Company in connection with the Notes Offering, the Company has entered into capped call transactions with an affiliate of the initial purchaser and another financial institution in connection with the pricing of the 2027 Notes. The cap price of the capped call transactions is initially US$36.48 per ADS, and is subject to adjustment under the terms of the capped call transactions. The 2027 Notes have been offered to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act of 1933, as amended.

As disclosed in the Company’s announcements dated August 24, 2022 and August 25, 2022, the Company used a portion of the net proceeds from the offering of the 2027 Notes in the amount of US$54 million to pay the costs of the capped call transactions. We received proceeds of approximately US$930.3 million net of issuance cost paid and capped call option. The Company plans to use the remainder of the net proceeds for (i) enhancement of the scale and capability of our logistics operations; (ii) investment in the logistics ecosystem; and (iii) working capital and other general corporate purposes. For further details, please refer to the announcements of the Company dated August 24 and 25, 2022.

As of December 31, 2023, we had partially utilized the above net proceeds as intended as to (i) US$277.2 million for enhancement of the scale and capability of our logistics operations; and (ii) US$453.0 million for working capital and other general corporate purposes. The Company intends to use the remaining proceeds of US$200.1 million as previously disclosed within the next six months.

As of December 31, 2023, all the unutilized net proceeds are held by the Company in short-term interest-bearing accounts at authorized licensed banks.

CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2022 and 2023

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

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

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED DECEMBER 31, 2022 AND 2023

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

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2022 and 2023

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