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6-K 1 tm2615191d1_6k.htm FORM 6-K

 

 

 

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 May 2026

 

 

 

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  ¨

 

 

 


 

Exhibit Index

 

Exhibit 99.1 – ZTO Reports First Quarter 2026 Unaudited Financial Results

Exhibit 99.2 – Announcement – Adjustment to Conversion Price of the 0.925% Convertible Bonds Due 2031

 

2


 

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: May 20, 2026

 

3

 

EX-99.1 2 tm2615191d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

ZTO Reports First Quarter 2026 Unaudited Financial Results

 

9.7 Billion Parcel Volume Grew 7.4 Points Faster than Industry Average

Adjusted Net Income Increased 5.2% to RMB2.4 Billion

 

SHANGHAI, May 20, 2026 /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 first quarter ended March 31, 2026[1]. The Company grew parcel volume by 13.2% year over year while maintaining high quality of service and customer satisfaction. Adjusted net income increased 5.2%[2] to RMB2.4 billion. Net cash generated from operating activities was RMB2.8 billion.

 

First Quarter 2026 Financial Highlights

 

· Revenues were RMB13,282.4 million (US$1,925.5 million), an increase of 22.0% from RMB10,891.5 million in the same period of 2025.
· Gross profit was RMB3,235.2 million (US$469.0 million), an increase of 20.3% from RMB2,689.2 million in the same period of 2025.
· Net income was RMB2,156.4 million (US$312.6 million), an increase of 5.7% from RMB2,039.2 million in the same period of 2025.
· Adjusted EBITDA[3] was RMB3,941.3 million (US$571.4 million), an increase of 6.9% from RMB3,686.7 million in the same period of 2025.
· Adjusted net income was RMB2,377.1 million (US$344.6 million), an increase of 5.2% from RMB2,259.3 million in the same period of 2025.
· Basic and diluted net earnings per American depositary share (“ADS”[4]) were RMB2.73 (US$0.40) and RMB2.68 (US$0.39), an increase of 9.2% and 9.8% from RMB2.50 and RMB2.44 in the same period of 2025, respectively.
· Adjusted basic and diluted earnings per American depositary share attributable to ordinary shareholders[5] were RMB3.01 (US$0.44) and RMB2.95 (US$0.43), an increase of 8.7% and 8.9% from RMB2.77 and RMB2.71 in the same period of 2025 respectively.
· Net cash provided by operating activities was RMB2,789.0 million (US$404.3 million), compared with RMB2,363.0 million in the same period of 2025.

 

Operational Highlights for First Quarter 2026

 

· Parcel volume was 9,668 million, increased 13.2% from 8,539 million in the same period of 2025.
· Number of pickup/delivery outlets was over 31,000 as of March 31, 2026.
· Number of direct network partners was approximately 6,000 as of March 31, 2026.
· Number of self-owned line-haul vehicles was over 10,000 as of March 31, 2026.
· Number of line-haul routes between sorting hubs was approximately 3,800 as of March 31, 2026.
· Number of sorting hubs was 93 as of March 31, 2026, among which 88 are operated by the Company and 5 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. Meisong Lai, Founder, Chairman and Chief Executive Officer of ZTO, commented, “During the first quarter of 2026, ZTO maintained focus on quality of services and customer satisfaction, and well executed our key strategies to improve operating cost efficiencies and strengthening network pricing policy fairness and transparency. Our parcel volume reached 9.7 billion, which grew 13.2%, or 7.4 points above industry average, mainly attributable to strong key accounts growth. Our adjusted net income was 2.4 billion, as the daily average retail volume continued to expand at a faster rate than traditional ecommerce volume resulting in improved revenue structure that not only contributed to volume increase as well as positive contribution to overall margin.”

 

Mr. Lai added, “China's express delivery industry is benefiting from the lasting effect of the anti-involution policy. It is well demonstrated by this quarter's industry-wide profit expansion, some faster than its volume growth, that there was an increasing focus on quality growth. ZTO's Quality-First strategy is consistent with regulatory attention as our operating efficiency continues to lead the industry and our effort to drive fairness and transparency across the entire network has generated positive impact on sustainable long-term growth. Shared-Success is never meant to be a corporate slogan, and our work in being fair and supportive of our partners never ends especially given the depth and width of our network footprint. By relying on digitization and diligent follow-through, we are seeing better alignment of strategy consensus and execution cohesiveness from headquarter to the furthest-reached outlets.”

 

Ms. Huiping Yan, Chief Financial Officer of ZTO, commented, “For the first quarter, ZTO's core express ASP increased 8.2%, driven by a favorable mix-shift towards key accounts, which included fast-growing reverse logistics volume, and its positive impact more than offset the per unit increase in volume incentives. Combined unit sorting and transportation costs decreased 6 cents, driven largely by volume-leveraged productivity gain. SG&A excluding SBC as a percentage of revenue improved to approximately 4.5% compared to 4.7% in the same period last year. Cash flow from operating activities was 2.8 billion, and capital spending was 1.8 billion.”

 

Ms. Yan added, “The sustainable growth strategy we focused on throughout the years is equally effective during economic stabilization and recovery. Our unique partner-franchise model requires fine tuning from time to time to maintain equitable sharing of the cost and profit. Our volume growth against industry deceleration came from the consistency of anti-involution policy as well as our initiatives to drive reasonable profit allocation for everyone under the ZTO brand. We aim to strengthen our volume leadership, and we are maintaining our annual parcel growth guidance at 10-13% over last year.”

 


 

First Quarter 2026 Unaudited Financial Results

 

    Three Months Ended March 31,  
    2025     2026  
    RMB     %     RMB     US$     %  
    (in thousands, except percentages)  
Express delivery services     10,122,290       92.9       12,523,779       1,815,567       94.3  
Freight forwarding services     179,219       1.7       155,910       22,602       1.2  
Sale of accessories     560,297       5.1       577,675       83,745       4.3  
Others     29,659       0.3       25,000       3,624       0.2  
Total revenues     10,891,465       100.0       13,282,364       1,925,538       100.0  

 

Total Revenues were RMB13,282.4 million (US$1,925.5 million), increased 22.0% from RMB10,891.5 million in the same period of 2025. Revenue from the core express delivery business increased by 22.5% compared to the same period of 2025 as a result of a 13.2% growth in parcel volume and an 8.2% increase in parcel unit price. Key account revenue, generated by direct sales organizations, increased by 92.2% mainly driven by increase in e-commerce return parcels. Revenue from freight forwarding services decreased by 13.0% compared to the same period of 2025. Revenue from sales of accessories, largely consisted of sales of thermal paper for digital waybills, increased by 3.1%. Other revenues were mainly derived from financing services.

 

    Three Months Ended March 31,  
    2025     2026  
    RMB     %     RMB     US$     %  
    (in thousands, except percentages)  
Line-haul transportation cost     3,483,065       32.0       3,530,168       511,767       26.6  
Sorting hub operating cost     2,314,595       21.3       2,454,271       355,795       18.5  
Freight forwarding cost     172,792       1.6       154,265       22,364       1.2  
Cost of accessories sold     133,259       1.2       127,589       18,497       1.0  
Other costs     2,098,534       19.2       3,780,850       548,107       28.3  
Total cost of revenues     8,202,245       75.3       10,047,143       1,456,530       75.6  

 

Total cost of revenues was RMB10,047.1 million (US$1,456.5 million), an increase of 22.5% from RMB8,202.2 million in the same period last year.

 

Line-haul transportation cost was RMB3,530.2 million (US$511.8 million), increased 1.4% from RMB3,483.1 million in the same period last year. The unit transportation cost decreased 9.8% or 4 cents mainly attributable to better economies of scale and improved load rate through more effective route planning.

 

Sorting hub operating cost was RMB2,454.3 million (US$355.8 million), increased 6.0% from RMB2,314.6 million in the same period last year. The increase primarily consisted of (i) RMB74.3 million (US$10.8 million) increase in labor-associated costs partially offset by automation-driven efficiency improvements, and (ii) RMB43.1 million (US$6.3 million) increase in depreciation and amortization costs associated with automation facilities and equipment upgrades. As of March 31, 2026, there were 780 sets of automated sorting equipment in service, compared to 631 sets as of March 31, 2025.

 

Cost of accessories sold was RMB127.6 million (US$18.5 million), decreased by 4.3% compared with RMB133.3 million in the same period last year.

 

Other costs were RMB3,780.9 million (US$548.1 million), increased 80.2% from RMB2,098.5 million in the same period last year, which was mainly attributable to an increase of RMB1,711.3 million (US$248.1 million) for pickup and dispatching costs paid to network partners associated with serving key account customers.

 


 

Gross Profit was RMB3,235.2 million (US$469.0 million), increased by 20.3% from RMB2,689.2 million in the same period last year. Gross margin rate was 24.4% compared to 24.7% in the same period last year.

 

Total Operating Expenses were RMB690.0 million (US$100.0 million), compared to RMB283.8 million in the same period last year.

 

Selling, general and administrative expenses were RMB815.7 million (US$118.2 million), increased by 10.6% from RMB737.5 million in the same period last year, mainly due to (i) RMB64.0 million (US$9.3 million) increase in compensation and benefit expenses, and (ii) RMB11.4 million (US$1.6 million) increase in depreciation and amortization costs associated with administrative facilities and equipment.

 

Other operating income, net was RMB125.7 million (US$18.2 million), compared to RMB453.7 million in the same period last year. Other operating income mainly consisted of (i) RMB80.9 million (US$11.7 million) of government subsidies and tax rebates, and (ii) RMB51.4 million (US$7.5 million) of rental income.

 

Income from operations was RMB2,545.3 million (US$369.0 million), increased 5.8% from RMB2,405.4 million for the same period last year. The operating margin rate was 19.2% compared to 22.1% in the same period last year.

 

Interest income was RMB165.9 million (US$24.1 million), compared with RMB198.4 million in the same period last year.

 

Interest expenses was RMB50.3 million (US$7.3 million), compared with RMB68.9 million in the same period last year.

 

Gain from fair value changes of financial instruments was RMB54.9 million (US$8.0 million), compared with a gain of RMB36.6 million in the same period last year. Such gain or loss from fair value changes of the financial instruments is quoted by commercial banks according to market-based estimation of future redemption prices.

 

Income tax expenses were RMB552.2 million (US$80.0 million) compared to RMB531.6 million in the same period last year. Overall income tax rate was 20.5%, decreased by 0.2 percentage points year over year.

 

Net income was RMB2,156.4 million (US$312.6 million), which increased by 5.7% increase from RMB2,039.2 million in the same period last year.

 

Basic and diluted earnings per ADS attributable to ordinary shareholders were RMB2.73 (US$0.40) and RMB2.68 (US$0.39), compared to basic and diluted earnings per ADS of RMB2.50 and RMB2.44 in the same period last year, respectively.

 

Adjusted basic and diluted earnings per ADS attributable to ordinary shareholders were RMB3.01 (US$0.44) and RMB2.95 (US$0.43), compared with RMB2.77 and RMB2.71 in the same period last year, respectively.

 

Adjusted net income was RMB2,377.1 million (US$344.6 million), compared with RMB2,259.3 million during the same period last year.

 

EBITDA[1] was RMB3,720.7 million (US$539.4 million), compared with RMB3,466.6 million in the same period last year.

 

Adjusted EBITDA was RMB3,941.3 million (US$571.4 million), compared to RMB3,686.7 million in the same period last year.

 

Net cash provided by operating activities was RMB2,789.0 million (US$404.3 million), compared with RMB2,363.0 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.

 


 

Resignation of Non-Executive Director and Termination of Investor Rights Agreement

 

The Board announces that Ms. Di XU has tendered her resignation as a non-executive director of the Company, with effect from May 20, 2026 given the recent termination of the investor rights agreement entered by and among the Company, the Company's founders and subsidiaries of Alibaba Group Holdings Limited in June 2018. Ms. Xu has confirmed that (i) she has no disagreement with the board of directors of the Company (the “Board”) and (ii) there is no matter in respect of her resignation that needs to be brought to the attention of the shareholders of the Company or The Stock Exchange of Hong Kong. The Board would like to take this opportunity to express its gratitude to Ms. Xu for her valuable contribution to the Company during her tenure.

 

Company Share Repurchase Program

 

The Board has approved a new share repurchase program in March 2026, authorizing the repurchase of up to US$1.5 billion of its shares over the next 24 months, effective from March 20, 2026, through March 20, 2028. The Company expects to fund these repurchases utilizing its existing cash balance.

 

Business Outlook

 

Based on current market and operating conditions, the Company reiterates that its parcel volume for 2026 is expected to increase by 10% to 13% year over year, representing a parcel volume range of 42.37 billion to 43.52 billion. 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 RMB6.898 to US$1.00, the noon buying rate on March 31, 2026 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 such non-GAAP measures help identify underlying trends in the Company's business that could otherwise be distorted by the effect of the related 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.

 

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, May 19, 2026 (8:30 AM Beijing Time on Wednesday, May 20, 2026).

 

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

 

United States: 1-888-317-6003
Hong Kong: 800-963-976
Mainland China: 4001-206-115
International: 1-412-317-6061
Passcode: 2836360

 

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 May 25, 2026:

 

United States: 1-855-669-9658
International: 1-412-317-0088
Passcode: 1895291

 

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:

  

    Three Months Ended March 31,  
    2025     2026  
    RMB     RMB     US$  
    (in thousands, except for share and per share data)  
Revenues     10,891,465       13,282,364       1,925,538  
Cost of revenues     (8,202,245 )     (10,047,143 )     (1,456,530 )
Gross profit     2,689,220       3,235,221       469,008  
Operating (expenses)/income:                        
Selling, general and administrative     (737,511 )     (815,664 )     (118,246 )
Other operating income, net     453,669       125,711       18,224  
Total operating expenses     (283,842 )     (689,953 )     (100,022 )
Income from operations     2,405,378       2,545,268       368,986  
Other income/(expenses):                        
Interest income     198,392       165,945       24,057  
Interest expense     (68,876 )     (50,272 )     (7,288 )
Gain from fair value changes of financial instruments     36,613       54,944       7,965  
Gain on disposal of equity investees, subsidiary and others     147       478       69  
Foreign currency exchange loss before tax     (4,044 )     (28,834 )     (4,180 )
Income before income tax, and share of income in equity method investments     2,567,610       2,687,529       389,609  
Income tax expense     (531,574 )     (552,180 )     (80,049 )
Share of income in equity method investments     3,145       21,007       3,045  
Net income     2,039,181       2,156,356       312,605  
Net income attributable to non-controlling interests     (45,934 )     (38,023 )     (5,512 )
Net income attributable to ZTO Express (Cayman) Inc.     1,993,247       2,118,333       307,093  
Net income attributable to ordinary shareholders     1,993,247       2,118,333       307,093  
Net earnings per share attributed to ordinary shareholders                        
Basic     2.50       2.73       0.40  
Diluted     2.44       2.68       0.39  
Weighted average shares used in calculating net earnings per ordinary share/ADS                        
Basic     798,486,427       776,158,342       776,158,342  
Diluted     832,052,527       798,341,566       798,341,566  
Net income     2,039,181       2,156,356       312,605  
Other comprehensive income/(expense) ,net of tax of nil:                        
Foreign currency translation adjustment     8,701       (9,922 )     (1,438 )
Comprehensive income     2,047,882       2,146,434       311,167  
Comprehensive income attributable to non-controlling interests     (45,934 )     (38,023 )     (5,512 )
Comprehensive income attributable to ZTO Express (Cayman) Inc.     2,001,948       2,108,411       305,655  

 


 

Unaudited Consolidated Balance Sheets Data:

 

    As of  
    December 31,     March 31,  
    2025     2026  
    RMB     RMB     US$  
    (in thousands, except for share data)  
ASSETS                        
Current assets:                        
Cash and cash equivalents     10,011,533       11,406,935       1,653,658  
Restricted cash     29,129       29,129       4,223  
Accounts receivable, net     1,287,475       1,264,820       183,360  
Financing receivables     674,880       532,466       77,191  
Short-term investment     15,620,892       19,079,372       2,765,928  
Inventories     40,648       39,042       5,660  
Advances to suppliers     719,277       743,940       107,849  
Prepayments and other current assets     5,102,997       5,250,750       761,199  
Amounts due from related parties     477,865       506,822       73,474  
Total current assets     33,964,696       38,853,276       5,632,542  
Investments in equity investees     1,951,910       2,164,047       313,721  
Property and equipment, net     35,433,509       36,233,881       5,252,810  
Land use rights, net     6,762,240       6,875,348       996,716  
Intangible assets, net     52,758       45,466       6,591  
Operating lease right-of-use assets     398,082       331,050       47,992  
Goodwill     4,157,111       4,157,111       602,655  
Deferred tax assets     1,103,655       1,191,798       172,774  
Long-term investment     5,221,110       6,292,110       912,164  
Long-term financing receivables     1,039,946       989,488       143,446  
Other non-current assets     938,980       645,036       93,511  
TOTAL ASSETS     91,023,997       97,778,611       14,174,922  
LIABILITIES AND EQUITY                        
Current liabilities                        
Short-term bank borrowing     10,934,419       11,089,280       1,607,608  
Accounts payable     2,577,229       2,420,258       350,864  
Advances from customers     1,833,131       1,717,342       248,962  
Income tax payable     279,541       287,950       41,744  
Amounts due to related parties     796,660       92,221       13,369  
Operating lease liabilities     139,787       120,382       17,452  
Dividends payable     19,659       2,085,103       302,276  
Other current liabilities     6,288,714       5,876,810       851,958  
Total current liabilities     22,869,140       23,689,346       3,434,233  
Long-term bank borrowing     18,000       17,000       2,464  
Non-current operating lease liabilities     261,257       218,721       31,708  
Deferred tax liabilities     615,073       628,469       91,109  
Convertible senior bond     124,114       10,347,781       1,500,113  
TOTAL LIABILITIES     23,887,584       34,901,317       5,059,627  
Shareholders’ equity                        
Ordinary shares (US$0.0001 par value; 10,000,000,000 shares authorized; 795,528,169 shares issued and 790,812,316 shares outstanding as of December 31, 2025; 769,900,693 shares issued and 766,482,022 shares outstanding as of March 31, 2026)     513       495       72  
Additional paid-in capital     24,000,698       22,795,854       3,304,705  
Treasury shares, at cost     (254,480 )     (245,970 )     (35,658 )
Retained earnings     42,918,864       39,859,455       5,778,408  
Accumulated other comprehensive loss     (281,266 )     (291,188 )     (42,213 )
ZTO Express (Cayman) Inc. shareholders’ equity     66,384,329       62,118,646       9,005,314  
Non-controlling interests     752,084       758,648       109,981  
Total Equity     67,136,413       62,877,294       9,115,295  
TOTAL LIABILITIES AND EQUITY     91,023,997       97,778,611       14,174,922  

 


 

Summary of Unaudited Consolidated Cash Flow Data:

 

    Three Months Ended March 31,  
    2025     2026  
    RMB     RMB     US$  
    (in thousands)  
Net cash provided by operating activities     2,362,976       2,789,045       404,327  
Net cash used in investing activities     (3,158,465 )     (7,174,549 )     (1,040,091 )
Net cash (used in)/provided by financing activities     (261,091 )     5,831,073       845,328  
Effect of exchange rate changes on cash, cash equivalents and restricted cash     (12,560 )     (50,167 )     (7,273 )
Net (decrease)/increase in cash, cash equivalents and restricted cash     (1,069,140 )     1,395,402       202,291  
Cash, cash equivalents and restricted cash at beginning of period     13,530,947       10,046,717       1,456,468  
Cash, cash equivalents and restricted cash at end of period     12,461,807       11,442,119       1,658,759  

 

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:

 

    As of  
    December 31,     March 31,  
    2025     2026  
    RMB     RMB     US$  
    (in thousands)  
Cash and cash equivalents     10,011,533       11,406,935       1,653,658  
Restricted cash, current     29,129       29,129       4,223  
Restricted cash, non-current     6,055       6,055       878  
Total cash, cash equivalents and restricted cash     10,046,717       11,442,119       1,658,759  

 


 

Reconciliations of GAAP and Non-GAAP Results

 

    Three Months Ended March 31,  
    2025     2026  
    RMB     RMB     US$  
    (in thousands, except for share and per share data)  
Net income     2,039,181       2,156,356       312,605  
Add:                        
Share-based compensation expense (1)     220,269       221,119       32,056  
Gain on disposal of equity investees and subsidiary, net of income taxes     (121 )     (395 )     (57 )
Adjusted net income     2,259,329       2,377,080       344,604  
                         
Net income     2,039,181       2,156,356       312,605  
Add:                        
Depreciation     789,108       912,649       132,306  
Amortization     37,819       49,211       7,134  
Interest expenses     68,876       50,272       7,288  
Income tax expenses     531,574       552,180       80,049  
EBITDA     3,466,558       3,720,668       539,382  
                         
Add:                        
Share-based compensation expense     220,269       221,119       32,056  
Gain on disposal of equity investees and subsidiary     (147 )     (478 )     (69 )
Adjusted EBITDA     3,686,680       3,941,309       571,369  

 

 

(1) Net of income taxes of nil

 


 

Reconciliations of GAAP and Non-GAAP Results

 

    Three Months Ended March 31,  
    2025     2026  
    RMB     RMB     US$  
    (in thousands, except for share and per share data)  
Net income attributable to ordinary shareholders     1,993,247       2,118,333       307,093  
Add:                        
Share-based compensation expense (1)     220,269       221,119       32,056  
Loss/(gain) on disposal of equity investees and subsidiary, net of income taxes     (121 )     (395 )     (57 )
Adjusted Net income attributable to ordinary shareholders     2,213,395       2,339,057       339,092  
                         
Weighted average shares used in calculating net earnings per ordinary share/ADS                        
Basic     798,486,427       776,158,342       776,158,342  
Diluted     832,052,527       798,341,566       798,341,566  
                         
Net earnings per share/ADS attributable to ordinary shareholders                        
Basic     2.50       2.73       0.40  
Diluted     2.44       2.68       0.39  
                         
Adjusted net earnings per share/ADS attributable to ordinary shareholders                        
Basic     2.77       3.01       0.44  
Diluted     2.71       2.95       0.43  

 

 

(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

 

 

EX-99.2 3 tm2615191d1_ex99-2.htm EXHIBIT 99.2

 

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)

 

ADJUSTMENT TO CONVERSION PRICE OF THE 0.925% CONVERTIBLE BONDS DUE 2031

 

Reference is made to the announcements (the “Announcements”) of ZTO Express (Cayman) Inc. (the “Company”) dated February 4, 2026 in relation to the offering of the US$1.5 billion in aggregate principal amount of convertible senior notes, with an interest rate of 0.925% per year (the “Notes”). Capitalized terms used herein shall have the same meanings as those defined in the Announcements. Conversions of the Notes will be settled in cash, Class A Ordinary Shares or a combination of cash and Class A Ordinary Shares, at the Company’s election.

 

Further reference is made to the announcement of the Company dated March 18, 2026 in relation to the approval by the Board for the distribution of a semi-annual cash dividend of US$0.39 per ADS and ordinary share for the six months ended December 31, 2025 (the “Dividend”).

 

Adjustment to the Conversion Price of the Notes

 

Pursuant to adjustment provisions stipulated under the terms and conditions of the Notes, as a result of the declaration of the Dividend, the conversion rate for the Notes has been adjusted from 32.3130 Conversion Shares per US$1,000 principal amount of the Notes (equivalent to a conversion price of approximately US$30.9473 per Conversion Share), to 32.8311 Conversion Shares per US$1,000 principal amount of the Notes (equivalent to a conversion price of approximately US$30.4589 per Conversion Share) (the “Adjusted Conversion Price”) with effect from April 8, 2026, being the record date of the Dividend.

 

The Adjusted Conversion Price is above the benchmark price at the issuance of the Notes as set out under Rule 13.36(5) of the Hong Kong Listing Rules.

 

1


 

Based on the total outstanding principal amount of the Notes of US$1.5 billion at the date of this announcement and the Adjusted Conversion Price, the maximum number of Shares that may be issued by the Company upon full conversion of the Notes increased from 48,469,500 Shares to 49,246,650 Shares.

 

The additional 777,150 Shares (the “Additional Shares”) that may be issued upon conversion of all the outstanding Notes will be allotted and issued pursuant to the General Mandate granted by the Shareholders to the Directors on June 17, 2025. The maximum number of Class A Ordinary Shares allowed to be allotted and issued under the General Mandate is 160,893,698. The limit of the General Mandate is sufficient to cover the issue of the Additional Shares, if any. An application has been made to the Hong Kong Stock Exchange for the listing of, and permission to deal in, such Additional Shares.

 

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

 

Hong Kong, May 20, 2026

 

As at the date 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 as non-executive director, Mr. Qin Charles HUANG, Mr. Herman YU and Ms. Fang XIE as independent non-executive directors.

 

2