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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 December 2025
Commission File Number: 001-37922
ZTO Express (Cayman) Inc.
Building One, No. 1685 Huazhi Road
Qingpu District
Shanghai, 201708
People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Resignation of Mr. Kao
ZTO Express (Cayman) Inc. (the “Company”) announced that Mr. Tsun-Ming Daniel Kao has tendered his resignation as an independent director of the board of directors of the Company (the “Board”) and a member of the nominating and corporate governance committee of the Board, due to his plan to commit more time on other professional endeavors, effective December 31, 2025. Mr. Kao’s resignation was not due to any disagreement with the Board or the Company. The Company extends its sincere gratitude to Mr. Kao’s service and wishes him the best in his future endeavors.
Exhibit Index
Exhibit 99.1 – Announcement—Resignation of Independent Non-executive Director
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ZTO Express (Cayman) Inc. | |||
| By | : | /s/ Huiping Yan | |
| Name | : | Huiping Yan | |
| Title | : | Chief Financial Officer | |
Date: December 31, 2025
Exhibit 99.1
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)
RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR
The board (the “Board”) of directors of ZTO Express (Cayman) Inc. (the “Company”) hereby announces that, Mr. Tsun-Ming (Daniel) KAO (高遵明) (“Mr. KAO”) has tendered his resignation as an independent non-executive director of the Company and a member of the nominating and corporate governance committee of the Board, due to his plan to commit more time on other professional endeavors, effective December 31, 2025.
Mr. KAO has confirmed that he has no disagreement with the Board and there is no matter in respect of his resignation that needs to be brought to the attention of the shareholders of the Company or The Stock Exchange of Hong Kong Limited.
The Company extends its sincere gratitude to Mr. KAO’s service and wishes him the best in his future endeavors.
| By order of the Board | |
| ZTO Express (Cayman) Inc. | |
| Meisong LAI | |
| Chairman |
Hong Kong, December 31, 2025
As at the date of this announcement, the Board 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 and Ms. Fang XIE as independent non-executive directors.