UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 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 Second Quarter 2026 Unaudited Financial Results
Exhibit 99.2 — Interim Results Announcement for the Six Months Ended June 30, 2026
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: August 19, 2026
3
Exhibit 99.1
ZTO Reports Second Quarter 2026 Unaudited Financial Results
10.5 Billion Parcels Expanded Market Share to 19.9%
Adjusted Net Income Increased 50.3% to RMB3.1 Billion
SHANGHAI, August 19, 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 second Quarter ended June 30, 2026[1]. The Company grew parcel volume by 6.5% year over year while maintaining high quality of service and customer satisfaction. Adjusted net income increased 50.3%[2] to RMB3.1 billion. Net cash generated from operating activities was RMB4.6 billion.
Second Quarter 2026 Financial Highlights
| · | Revenues were RMB14,549.9 million (US$2,144.4 million), an increase of 23.0% from RMB11,831.8 million in the same period of 2025. |
| · | Gross profit was RMB3,733.3 million (US$550.2 million), an increase of 26.8% from RMB2,944.4 million in the same period of 2025. |
| · | Net income was RMB3,077.6 million (US$453.6 million), an increase of 56.7% from RMB1,964.6 million in the same period of 2025. |
| · | Adjusted EBITDA[3] was RMB4,241.4 million (US$625.1 million), an increase of 20.0% from RMB3,534.9 million in the same period of 2025. |
| · | Adjusted net income was RMB3,086.1 million (US$454.8 million), an increase of 50.3% from RMB2,052.7 million in the same period of 2025. |
| · | Basic and diluted net earnings per American depositary share (“ADS”[4]) were RMB3.99 (US$0.59) and RMB3.78 (US$0.56), an increase of 64.9% and 59.5% from RMB2.42 and RMB2.37 in the same period of 2025, respectively. |
| · | Adjusted basic and diluted earnings per American depositary share attributable to ordinary shareholders[5] were RMB4.00 (US$0.59) and RMB3.79 (US$0.56), an increase of 58.1% and 52.8% from RMB2.53 and RMB2.48 in the same period of 2025 respectively. |
| · | Net cash provided by operating activities was RMB4,563.6 million (US$672.6 million), compared with RMB2,168.2 million in the same period of 2025. |
Operational Highlights for Second Quarter 2026
| · | Parcel volume was 10,486 million, increased 6.5% from 9,847 million in the same period of 2025. |
| · | Number of pickup/delivery outlets was over 31,000 as of June 30, 2026. |
| · | Number of direct network partners was approximately 6,000 as of June 30, 2026. |
| · | Number of self-owned line-haul vehicles was over 10,000 as of June 30, 2026. |
| · | Number of line-haul routes between sorting hubs was over 3,600 as of June 30, 2026. |
| · | Number of sorting hubs was 92 as of June 30, 2026, among which 87 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 Goodwill, 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 Goodwill, 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, “In the second quarter of 2026, ZTO remained focused on elevating service quality and customer experience, improving operational efficiency, and fostering fair, transparent network policies. We handled a total parcel volume of 10.5 billion, representing a 6.5% year-over-year increase, outpacing the industry average by 2.3 percentage points. Adjusted net income reached RMB 3.1 billion. Daily average retail parcel volume continued to grow faster than traditional e-commerce parcel volumes. This structural shift boosted parcel volumes while enhancing overall profit margins.”
Mr. Lai added, “China’s express-delivery industry continued to benefit from regulatory guidance, with broad-based profit expansion marking a shift in priorities toward value-driven development alongside volume growth. ZTO’s Quality-First commitment and consistent performance are backed by our industry-leading operational efficiency and fairness-oriented network governance. Deep-rooted in our Shared-Success philosophy and practices, we enable and support improved returns for our network partners and couriers, while delivering sound profitability for the company. Supported by constructive regulatory guidance and our competitive advantages — including advancing digital-technology capabilities and nurtured trust and cohesiveness across our franchise partner network — we are well positioned to navigate industry and economic cycles.”
Ms. Huiping Yan, Chief Financial Officer of ZTO, commented, “For the second quarter this year, our core express ASP rose 15.5% in the second quarter, supported by an improved revenue mix driven by higher-value key-account volumes, including rapidly expanding reverse-logistics business. Despite cost pressures stemming from oil-price volatility, combined unit sorting and transportation costs decreased by 2 cents, thanks to digitization and lean operations. SG&A, excluding SBC, represented approximately 3.8% of revenue, compared with 5.2% in the same period last year. Operating cash flow was RMB 4.6 billion, while capital expenditure totaled RMB 952 million.”
Ms. Yan added, “ZTO’s long-standing profitable-growth strategy remains effective amid today’s subdued growth environment. Our steady market-share gains are bolstered by sustained government efforts against involution, as well as our ongoing focus on the stability of our unique franchise-partner network, which thrives on the equitable allocation of risks and rewards. We intend to further solidify our volume leadership. Considering evolving market dynamics and slowing industry parcel-volume growth for the full year, we have updated our annual parcel-volume growth guidance to 6–10% year-over-year.”
Second Quarter 2026 Unaudited Financial Results
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||
| 2025 | 2026 | 2025 | 2026 | ||||||||||||||||||||||||||||
| RMB | % | RMB | US$ | % | RMB | % | RMB | US$ | % | ||||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||||||||||
| Express delivery services | 10,983,751 | 92.8 | 13,683,530 | 2,016,703 | 94.0 | 21,106,041 | 92.9 | 26,207,309 | 3,862,479 | 94.2 | |||||||||||||||||||||
| Freight forwarding services | 180,257 | 1.5 | 218,349 | 32,181 | 1.5 | 359,477 | 1.5 | 374,259 | 55,159 | 1.3 | |||||||||||||||||||||
| Sale of accessories | 635,770 | 5.4 | 624,942 | 92,105 | 4.3 | 1,196,066 | 5.3 | 1,202,617 | 177,244 | 4.3 | |||||||||||||||||||||
| Others | 32,029 | 0.3 | 23,071 | 3,400 | 0.2 | 61,688 | 0.3 | 48,071 | 7,085 | 0.2 | |||||||||||||||||||||
| Total revenues | 11,831,807 | 100.0 | 14,549,892 | 2,144,389 | 100.0 | 22,723,272 | 100.0 | 27,832,256 | 4,101,967 | 100.0 | |||||||||||||||||||||
Total Revenues were RMB 14,549.9 million (US$ 2,144.4 million), increased 23.0% from RMB11,831.8 million in the same period of 2025. Revenue from the core express delivery business increased by 23.0% compared to the same period of 2025 as a result of a 6.5% growth in parcel volume and a 15.5% increase in parcel unit price. Within core express delivery revenue, key account revenue, generated by direct sales organizations, increased by 63.6% mainly driven by increase in e-commerce return parcels. Revenue from freight forwarding services increased by 21.1% compared to the same period of 2025. Revenue from sales of accessories, largely consisted of sales of thermal paper for digital waybills, decreased by 1.7%. Other revenues were mainly derived from financing services.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||
| 2025 | 2026 | 2025 | 2026 | ||||||||||||||||||||||||||||
| RMB | % | RMB | US$ | % | RMB | % | RMB | US$ | % | ||||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||||||||||
| Line-haul transportation cost | 3,290,945 | 27.8 | 3,375,579 | 497,499 | 23.2 | 6,774,009 | 29.8 | 6,905,747 | 1,017,781 | 24.8 | |||||||||||||||||||||
| Sorting hub operating cost | 2,414,839 | 20.4 | 2,505,815 | 369,311 | 17.2 | 4,729,435 | 20.8 | 4,960,086 | 731,026 | 17.8 | |||||||||||||||||||||
| Freight forwarding cost | 170,235 | 1.4 | 179,844 | 26,506 | 1.2 | 343,028 | 1.5 | 334,109 | 49,242 | 1.2 | |||||||||||||||||||||
| Cost of accessories sold | 151,204 | 1.3 | 145,751 | 21,481 | 1.0 | 284,463 | 1.3 | 273,340 | 40,285 | 1.0 | |||||||||||||||||||||
| Other costs | 2,860,187 | 24.2 | 4,609,650 | 679,378 | 31.7 | 4,958,720 | 21.8 | 8,390,500 | 1,236,607 | 30.2 | |||||||||||||||||||||
| Total cost of revenues | 8,887,410 | 75.1 | 10,816,639 | 1,594,175 | 74.3 | 17,089,655 | 75.2 | 20,863,782 | 3,074,941 | 75.0 | |||||||||||||||||||||
Total cost of revenues was RMB10,816.6 million (US$1,594.2 million), an increase of 21.7% from RMB8,887.4 million in the same period last year.
Line-haul transportation cost was RMB3,375.6 million (US$497.5 million), increased 2.6% from RMB3,290.9 million in the same period last year. The unit transportation cost decreased 3.0% or 1 cent mainly attributable to better economies of scale and improved load rate through more effective route planning offsetting higher diesel prices.
Sorting hub operating cost was RMB2,505.8 million (US$369.3 million), increased 3.8% from RMB2,414.8 million in the same period last year. The increase primarily consisted of (i) RMB84.5 million (US$12.5 million) increase in labor-associated costs partially offset by automation-driven efficiency improvements, and (ii) RMB14.8 million (US$2.2 million) increase in depreciation and amortization costs associated with automation facilities and equipment upgrades. As of June 30, 2026, there were 782 sets of automated sorting equipment in service, compared to 690 sets as of June 30, 2025.
Cost of accessories sold was RMB145.8 million (US$21.5 million), decreased by 3.6% compared with RMB151.2 million in the same period last year.
Other costs were RMB4,609.7 million (US$679.4 million), increased 61.2% from RMB2,860.2 million in the same period last year, which was mainly due to an increase of RMB1,620.4 million (US$238.8 million) for pickup and dispatching costs paid to network partners associated with serving key account customers, primarily for handling e-commerce return parcels.
Gross Profit was RMB3,733.3 million (US$550.2 million), increased by 26.8% from RMB2,944.4 million in the same period last year. Gross margin rate improved to 25.7% from 24.9% in the same period last year.
Total Operating Expenses were RMB505.3 million (US$74.5 million), compared to RMB469.3 million in the same period last year.
Selling, general and administrative expenses were RMB556.7 million (US$82.0 million), decreased by 10.7% from RMB623.6 million in the same period last year, mainly due to a RMB 40.8 million (US$6.0 million) allowance of credit losses relating to financing receivables recognized in the same period of last year.
Other operating income, net was RMB51.3 million (US$7.6 million), compared to RMB154.3 million in the same period last year. Other operating income mainly consisted of (i) RMB23.7 million (US$3.5 million) of government subsidies and tax rebates, and (ii) RMB27.6 million (US$4.1 million) of rental and other income.
Income from operations was RMB3,227.9 million (US$475.7 million), increased 30.4% from RMB2,475.1 million for the same period last year. The operating margin rate increased to 22.2% from 20.9% in the same period last year.
Interest income was RMB155.7 million (US$22.9 million), compared with RMB208.7 million in the same period last year.
Interest expenses was RMB70.6 million (US$10.4 million), compared with RMB98.1 million in the same period last year.
Gain from fair value changes of financial instruments was RMB45.4 million (US$6.7 million), compared with a loss of RMB3.6 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 RMB258.6 million (US$38.1 million) compared to RMB575.5 million in the same period last year. The overall income tax rate was 7.7%, down 15.2 percentage points year over year. The decline was mainly attributable to an income tax refund of RMB344.3 million (US$50.7 million) received 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, upon its recognition as a "Key Software Enterprise" qualifying for a preferential tax rate of 10% for tax year 2025.
Net income was RMB3,077.6 million (US$453.6 million), which increased by 56.7% increase from RMB1,964.6 million in the same period last year.
Basic and diluted earnings per ADS attributable to ordinary shareholders were RMB3.99 (US$0.59) and RMB3.78 (US$0.56), compared to basic and diluted earnings per ADS of RMB2.42 and RMB2.37 in the same period last year, respectively.
Adjusted basic and diluted earnings per ADS attributable to ordinary shareholders were RMB4.00 (US$0.59) and RMB3.79 (US$0.56), compared with RMB2.53 and RMB2.48 in the same period last year, respectively.
Adjusted net income was RMB3,086.1 million (US$454.8 million), compared with RMB2,052.7 million during the same period last year.
EBITDA[1] was RMB4,231.3 million (US$623.6 million), compared with RMB3,446.8 million in the same period last year.
Adjusted EBITDA was RMB4,241.4 million (US$625.1 million), compared to RMB3,534.9 million in the same period last year.
Net cash provided by operating activities was RMB4,563.6 million (US$672.6 million), compared with RMB2,168.2 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. |
Appointment of New Independent Director
The Board of Directors of the Company (the “Board”) has announced that Mr. Wei Zhu has been appointed as an independent director, effective August 19, 2026.
Mr. Zhu has over 35 years of experience in management consulting, investment banking, private equity investment and large-scale corporate management. From April 2026, Mr. Zhu has served as a director and advisor to Shanghai Xforceplus Information Technology Co., Ltd. and its affiliate for AI technology. From June 2024 to February 2026, Mr. Zhu served as co-head of North Asia at Alvarez & Marsal. From 2018 to 2021, Mr. Zhu served as chairman of Greater China at Accenture plc and was appointed to Accenture’s global management committee in 2020. Previously, Mr. Zhu served as global co-head of Standard Chartered Bank’s private equity business from 2009 to 2017, senior managing director and head of CVC Capital Partners from 2008 to 2009, managing director at Goldman Sachs Gao Hua Securities Company Limited from 2005 to 2008, senior partner and president of Greater China at Roland Berger from 2004 to 2005, and president of Greater China at A.T. Kearney from 2001 to 2003. Mr. Zhu has served as an independent director of Shanghai Foreign Service Holding Group Co., Ltd. since September 2021. Mr. Zhu received a Bachelor in Foreign Service from Georgetown University in 1986 and an MBA from the University of Chicago in 1992.
Shareholder Return Update
As disclosed in March 2026, the Board has approved an enhanced return mechanism, pursuant to which the Company targets an aggregate annual shareholder return ratio of no less than 50% of its adjusted net income for the prior fiscal year, comprising both cash dividends and share repurchases.
As of the end of the second quarter, the Company had repurchased an aggregate of 31,788,692 Class A Ordinary Shares for US$740 million (including repurchase commissions) in 2026, equivalent to 52% of its adjusted net income for 2025. As such, the Board did not recommend the distribution of an interim dividend for the first half of 2026.
In March 2026, the Board also approved a new share repurchase program (the “New Program”), authorizing share repurchases of up to US$1.5 billion of its shares over a 24-month period, effective from March 20,2026 to March 20, 2028. As of the end of the second quarter of 2026, the Company had repurchased an aggregate of 6,161,216 ADSs for US$138 million (including repurchase commissions) under the New Program, leaving US$1.36 billion of capacity under the authorisation.
Business Outlook
Based on current market and operating conditions, the Company revises its previously stated annual guidance. Parcel volume for 2026 is expected to increase by 6.0% to 10.0% year over year, representing a parcel volume range of 40.8 billion to 42.4 billion. Such estimates represent management's current and preliminary view, which are subject to change.
Exchange Rate
This announcement contains translation of certain Renminbi amounts into U.S. dollars at specified rates solely for the convenience of readers. Unless otherwise noted, all translations from Renminbi to U.S. dollars were made at the exchange rate of RMB 6.7851 to US$ 1.00, the noon buying rate on June 30, 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, August 18, 2026 (8:30 AM Beijing Time on Wednesday, August 19, 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: | 1904847 |
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 August 24, 2026:
| United States: | 1-855-669-9658 |
| International: | 1-412-317-0088 |
| Passcode: | 8514365 |
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 June 30, | Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2026 | 2025 | 2026 | |||||||||||||||||||||
| RMB | RMB | US$ | RMB | RMB | US$ | |||||||||||||||||||
| (in thousands, except for share and per share data) | ||||||||||||||||||||||||
| Revenues | 11,831,807 | 14,549,892 | 2,144,389 | 22,723,272 | 27,832,256 | 4,101,967 | ||||||||||||||||||
| Cost of revenues | (8,887,410 | ) | (10,816,639 | ) | (1,594,175 | ) | (17,089,655 | ) | (20,863,782 | ) | (3,074,941 | ) | ||||||||||||
| Gross profit | 2,944,397 | 3,733,253 | 550,214 | 5,633,617 | 6,968,474 | 1,027,026 | ||||||||||||||||||
| Operating (expenses)/income: | ||||||||||||||||||||||||
| Selling, general and administrative | (623,587 | ) | (556,667 | ) | (82,043 | ) | (1,361,098 | ) | (1,372,331 | ) | (202,257 | ) | ||||||||||||
| Other operating income, net | 154,274 | 51,326 | 7,565 | 607,943 | 177,037 | 26,092 | ||||||||||||||||||
| Total operating expenses | (469,313 | ) | (505,341 | ) | (74,478 | ) | (753,155 | ) | (1,195,294 | ) | (176,165 | ) | ||||||||||||
| Income from operations | 2,475,084 | 3,227,912 | 475,736 | 4,880,462 | 5,773,180 | 850,861 | ||||||||||||||||||
| Other income/(expenses): | ||||||||||||||||||||||||
| Interest income | 208,732 | 155,709 | 22,949 | 407,124 | 321,654 | 47,406 | ||||||||||||||||||
| Interest expense | (98,112 | ) | (70,627 | ) | (10,409 | ) | (166,988 | ) | (120,899 | ) | (17,818 | ) | ||||||||||||
| (Loss)/gain from fair value changes of financial instruments | (3,635 | ) | 45,410 | 6,693 | 32,978 | 100,354 | 14,790 | |||||||||||||||||
| Loss on disposal of equity investees, subsidiary and others | (714 | ) | (8,829 | ) | (1,301 | ) | (567 | ) | (8,351 | ) | (1,231 | ) | ||||||||||||
| Impairment of Goodwill | (84,431 | ) | - | - | (84,431 | ) | - | - | ||||||||||||||||
| Foreign currency exchange gain/(loss) before tax | 16,419 | 6,936 | 1,022 | 12,375 | (21,898 | ) | (3,227 | ) | ||||||||||||||||
| Income before income tax, and share of income in equity method investments | 2,513,343 | 3,356,511 | 494,690 | 5,080,953 | 6,044,040 | 890,781 | ||||||||||||||||||
| Income tax expense | (575,531 | ) | (258,640 | ) | (38,119 | ) | (1,107,105 | ) | (810,820 | ) | (119,500 | ) | ||||||||||||
| Share of income/(expense) in equity method investments | 26,747 | (20,299 | ) | (2,992 | ) | 29,892 | 708 | 104 | ||||||||||||||||
| Net income | 1,964,559 | 3,077,572 | 453,579 | 4,003,740 | 5,233,928 | 771,385 | ||||||||||||||||||
| Net income attributable to non-controlling interests | (26,227 | ) | (26,681 | ) | (3,932 | ) | (72,161 | ) | (64,704 | ) | (9,536 | ) | ||||||||||||
| Net income attributable to ZTO Express (Cayman) Inc. | 1,938,332 | 3,050,891 | 449,647 | 3,931,579 | 5,169,224 | 761,849 | ||||||||||||||||||
| Net income attributable to ordinary shareholders | 1,938,332 | 3,050,891 | 449,647 | 3,931,579 | 5,169,224 | 761,849 | ||||||||||||||||||
| Net earnings per share attributed to ordinary shareholders | ||||||||||||||||||||||||
| Basic | 2.42 | 3.99 | 0.59 | 4.92 | 6.71 | 0.99 | ||||||||||||||||||
| Diluted | 2.37 | 3.78 | 0.56 | 4.81 | 6.44 | 0.95 | ||||||||||||||||||
| Weighted average shares used in calculating net earnings per ordinary share/ADS | ||||||||||||||||||||||||
| Basic | 799,752,637 | 765,053,979 | 765,053,979 | 799,123,030 | 770,575,485 | 770,575,485 | ||||||||||||||||||
| Diluted | 833,990,437 | 814,969,973 | 814,969,973 | 833,360,830 | 809,872,825 | 809,872,825 | ||||||||||||||||||
| Net income | 1,964,559 | 3,077,572 | 453,579 | 4,003,740 | 5,233,928 | 771,385 | ||||||||||||||||||
| Other comprehensive income/(expense), net of tax of nil: | ||||||||||||||||||||||||
| Foreign currency translation adjustment | 41,831 | 22,572 | 3,327 | 50,532 | 12,650 | 1,864 | ||||||||||||||||||
| Comprehensive income | 2,006,390 | 3,100,144 | 456,906 | 4,054,272 | 5,246,578 | 773,249 | ||||||||||||||||||
| Comprehensive (income)/loss attributable to non-controlling interests | (26,227 | ) | (26,681 | ) | (3,932 | ) | (72,161 | ) | (64,704 | ) | (9,536 | ) | ||||||||||||
| Comprehensive income attributable to ZTO Express (Cayman) Inc. | 1,980,163 | 3,073,463 | 452,974 | 3,982,111 | 5,181,874 | 763,713 | ||||||||||||||||||
Unaudited Consolidated Balance Sheets Data:
| As of | ||||||||||||
| December 31, | June 30, | |||||||||||
| 2025 | 2026 | |||||||||||
| RMB | RMB | US$ | ||||||||||
| (in thousands, except for share data) | ||||||||||||
| ASSETS | ||||||||||||
| Current assets: | ||||||||||||
| Cash and cash equivalents | 10,011,533 | 9,906,896 | 1,460,096 | |||||||||
| Restricted cash | 29,129 | 44,638 | 6,579 | |||||||||
| Accounts receivable, net | 1,287,475 | 1,627,114 | 239,807 | |||||||||
| Financing receivables | 674,880 | 488,569 | 72,006 | |||||||||
| Short-term investment | 15,620,892 | 21,400,891 | 3,154,101 | |||||||||
| Inventories | 40,648 | 31,002 | 4,569 | |||||||||
| Advances to suppliers | 719,277 | 760,403 | 112,070 | |||||||||
| Prepayments and other current assets | 5,102,997 | 5,208,995 | 767,711 | |||||||||
| Amounts due from related parties | 477,865 | 606,988 | 89,459 | |||||||||
| Total current assets | 33,964,696 | 40,075,496 | 5,906,398 | |||||||||
| Investments in equity investees | 1,951,910 | 2,159,811 | 318,317 | |||||||||
| Property and equipment, net | 35,433,509 | 35,956,197 | 5,299,288 | |||||||||
| Land use rights, net | 6,762,240 | 6,900,233 | 1,016,969 | |||||||||
| Intangible assets, net | 52,758 | 39,599 | 5,836 | |||||||||
| Operating lease right-of-use assets | 398,082 | 231,129 | 34,064 | |||||||||
| Goodwill | 4,157,111 | 4,157,111 | 612,682 | |||||||||
| Deferred tax assets | 1,103,655 | 1,234,137 | 181,889 | |||||||||
| Long-term investment | 5,221,110 | 6,520,491 | 961,001 | |||||||||
| Long-term financing receivables | 1,039,946 | 969,868 | 142,941 | |||||||||
| Other non-current assets | 938,980 | 499,473 | 73,613 | |||||||||
| TOTAL ASSETS | 91,023,997 | 98,743,545 | 14,552,998 | |||||||||
| LIABILITIES AND EQUITY | ||||||||||||
| Current liabilities | ||||||||||||
| Short-term bank borrowing | 10,934,419 | 11,621,408 | 1,712,784 | |||||||||
| Accounts payable | 2,577,229 | 2,605,564 | 384,013 | |||||||||
| Advances from customers | 1,833,131 | 1,872,809 | 276,018 | |||||||||
| Income tax payable | 279,541 | 314,134 | 46,298 | |||||||||
| Amounts due to related parties | 796,660 | 626,792 | 92,378 | |||||||||
| Operating lease liabilities | 139,787 | 89,207 | 13,147 | |||||||||
| Dividends payable | 19,659 | 19,625 | 2,892 | |||||||||
| Other current liabilities | 6,288,714 | 6,816,229 | 1,004,587 | |||||||||
| Total current liabilities | 22,869,140 | 23,965,768 | 3,532,117 | |||||||||
| Long-term bank borrowing | 18,000 | 17,000 | 2,505 | |||||||||
| Non-current operating lease liabilities | 261,257 | 126,648 | 18,666 | |||||||||
| Deferred tax liabilities | 615,073 | 710,382 | 104,697 | |||||||||
| Convertible senior notes | 124,114 | 10,185,580 | 1,501,169 | |||||||||
| TOTAL LIABILITIES | 23,887,584 | 35,005,378 | 5,159,154 | |||||||||
| Shareholders’ equity | ||||||||||||
| Ordinary shares (US$0.0001 par value; 10,000,000,000 shares authorized; 795,528,169 shares issued and 790,812,316 shares outstanding as of December 31, 2025; 769,900,693 shares issued and 760,321,796 shares outstanding as of June 30, 2026) | 513 | 495 | 73 | |||||||||
| Additional paid-in capital | 24,000,698 | 22,188,334 | 3,270,156 | |||||||||
| Treasury shares, at cost | (254,480 | ) | (1,181,259 | ) | (174,096 | ) | ||||||
| Retained earnings | 42,918,864 | 42,910,215 | 6,324,183 | |||||||||
| Accumulated other comprehensive loss | (281,266 | ) | (268,616 | ) | (39,589 | ) | ||||||
| ZTO Express (Cayman) Inc. shareholders’ equity | 66,384,329 | 63,649,169 | 9,380,727 | |||||||||
| Non-controlling interests | 752,084 | 88,998 | 13,117 | |||||||||
| Total Equity | 67,136,413 | 63,738,167 | 9,393,844 | |||||||||
| TOTAL LIABILITIES AND EQUITY | 91,023,997 | 98,743,545 | 14,552,998 | |||||||||
Summary of Unaudited Consolidated Cash Flow Data:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2026 | 2025 | 2026 | |||||||||||||||||||||
| RMB | RMB | US$ | RMB | RMB | US$ | |||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||
| Net cash provided by operating activities | 2,168,208 | 4,563,570 | 672,586 | 4,531,184 | 7,352,615 | 1,083,641 | ||||||||||||||||||
| Net cash used in investing activities | (1,163,517 | ) | (3,529,923 | ) | (520,246 | ) | (4,321,982 | ) | (10,704,472 | ) | (1,577,644 | ) | ||||||||||||
| Net cash (used in)/provided by financing activities | (117,713 | ) | (2,433,546 | ) | (358,660 | ) | (378,804 | ) | 3,397,527 | 500,734 | ||||||||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (19,706 | ) | (84,631 | ) | (12,473 | ) | (32,266 | ) | (134,798 | ) | (19,867 | ) | ||||||||||||
| Net increase/(decrease) in cash, cash equivalents and restricted cash | 867,272 | (1,484,530 | ) | (218,793 | ) | (201,868 | ) | (89,128 | ) | (13,136 | ) | |||||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | 12,461,807 | 11,442,119 | 1,686,360 | 13,530,947 | 10,046,717 | 1,480,703 | ||||||||||||||||||
| Cash, cash equivalents and restricted cash at end of period | 13,329,079 | 9,957,589 | 1,467,567 | 13,329,079 | 9,957,589 | 1,467,567 | ||||||||||||||||||
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 | ||||||||||||
| June 30, | June 30, | |||||||||||
| 2025 | 2026 | |||||||||||
| RMB | RMB | US$ | ||||||||||
| (in thousands) | ||||||||||||
| Cash and cash equivalents | 13,291,796 | 9,906,896 | 1,460,096 | |||||||||
| Restricted cash, current | 22,684 | 44,638 | 6,579 | |||||||||
| Restricted cash, non-current | 14,599 | 6,055 | 892 | |||||||||
| Total cash, cash equivalents and restricted cash | 13,329,079 | 9,957,589 | 1,467,567 | |||||||||
| Reconciliations of GAAP and Non-GAAP Results | ||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2026 | 2025 | 2026 | |||||||||||||||||||||
| RMB | RMB | US$ | RMB | RMB | US$ | |||||||||||||||||||
| (in thousands, except for share and per share data) | ||||||||||||||||||||||||
| Net income | 1,964,559 | 3,077,572 | 453,579 | 4,003,740 | 5,233,928 | 771,385 | ||||||||||||||||||
| Add: | ||||||||||||||||||||||||
| Share-based compensation expense (1) | 2,994 | 1,197 | 176 | 223,263 | 222,316 | 32,765 | ||||||||||||||||||
| Impairment of Goodwill | 84,431 | - | - | 84,431 | - | - | ||||||||||||||||||
| Loss on disposal of equity investees and subsidiary, net of income taxes | 714 | 7,294 | 1,075 | 593 | 6,899 | 1,017 | ||||||||||||||||||
| Adjusted net income | 2,052,698 | 3,086,063 | 454,830 | 4,312,027 | 5,463,143 | 805,167 | ||||||||||||||||||
| Net income | 1,964,559 | 3,077,572 | 453,579 | 4,003,740 | 5,233,928 | 771,385 | ||||||||||||||||||
| Add: | ||||||||||||||||||||||||
| Depreciation | 770,270 | 777,399 | 114,574 | 1,559,378 | 1,690,048 | 249,082 | ||||||||||||||||||
| Amortization | 38,306 | 47,086 | 6,940 | 76,125 | 96,297 | 14,192 | ||||||||||||||||||
| Interest expenses | 98,112 | 70,627 | 10,409 | 166,988 | 120,899 | 17,818 | ||||||||||||||||||
| Income tax expenses | 575,531 | 258,640 | 38,119 | 1,107,105 | 810,820 | 119,500 | ||||||||||||||||||
| EBITDA | 3,446,778 | 4,231,324 | 623,621 | 6,913,336 | 7,951,992 | 1,171,977 | ||||||||||||||||||
| Add: | ||||||||||||||||||||||||
| Share-based compensation expense | 2,994 | 1,197 | 176 | 223,263 | 222,316 | 32,765 | ||||||||||||||||||
| Impairment of Goodwill | 84,431 | - | - | 84,431 | - | - | ||||||||||||||||||
| Loss on disposal of equity investees and subsidiary | 714 | 8,829 | 1,301 | 567 | 8,351 | 1,231 | ||||||||||||||||||
| Adjusted EBITDA | 3,534,917 | 4,241,350 | 625,098 | 7,221,597 | 8,182,659 | 1,205,973 | ||||||||||||||||||
(1) Net of income taxes of nil
| Reconciliations of GAAP and Non-GAAP Results | ||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2026 | 2025 | 2026 | |||||||||||||||||||||
| RMB | RMB | US$ | RMB | RMB | US$ | |||||||||||||||||||
| (in thousands, except for share and per share data) | ||||||||||||||||||||||||
| Net income attributable to ordinary shareholders | 1,938,332 | 3,050,891 | 449,647 | 3,931,579 | 5,169,224 | 761,849 | ||||||||||||||||||
| Add: | ||||||||||||||||||||||||
| Share-based compensation expense (1) | 2,994 | 1,197 | 176 | 223,263 | 222,316 | 32,765 | ||||||||||||||||||
| Impairment of Goodwill | 84,431 | - | - | 84,431 | - | - | ||||||||||||||||||
| Loss on disposal of equity investees and subsidiary, net of income taxes | 714 | 7,294 | 1,075 | 593 | 6,899 | 1,017 | ||||||||||||||||||
| Adjusted Net income attributable to ordinary shareholders | 2,026,471 | 3,059,382 | 450,898 | 4,239,866 | 5,398,439 | 795,631 | ||||||||||||||||||
| Weighted average shares used in calculating net earnings per ordinary share/ADS | ||||||||||||||||||||||||
| Basic | 799,752,637 | 765,053,979 | 765,053,979 | 799,123,030 | 770,575,485 | 770,575,485 | ||||||||||||||||||
| Diluted | 833,990,437 | 814,969,973 | 814,969,973 | 833,360,830 | 809,872,825 | 809,872,825 | ||||||||||||||||||
| Net earnings per share/ADS attributable to ordinary shareholders | ||||||||||||||||||||||||
| Basic | 2.42 | 3.99 | 0.59 | 4.92 | 6.71 | 0.99 | ||||||||||||||||||
| Diluted | 2.37 | 3.78 | 0.56 | 4.81 | 6.44 | 0.95 | ||||||||||||||||||
| Adjusted net earnings per share/ADS attributable to ordinary shareholders | ||||||||||||||||||||||||
| Basic | 2.53 | 4.00 | 0.59 | 5.31 | 7.01 | 1.03 | ||||||||||||||||||
| Diluted | 2.48 | 3.79 | 0.56 | 5.18 | 6.73 | 0.99 | ||||||||||||||||||
(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)
INTERIM RESULTS ANNOUNCEMENT
FOR THE SIX MONTHS ENDED JUNE 30, 2026
The Board of ZTO Express (Cayman) Inc. is pleased to announce the unaudited interim consolidated results of the Group for the six months ended June 30, 2026, together with the comparative figures for the corresponding period in 2025, which have been prepared in accordance with U.S. GAAP. These interim results have been reviewed by the Audit Committee. The condensed consolidated financial statements of the Group for the six months ended June 30, 2026 have been reviewed by the Auditor in accordance with Hong Kong Standard on Review Engagements 2410 “Review of Interim Financial Information Performed by the Independent Auditor of Entity” issued by the Hong Kong Institute of Certified Public Accountants.
| 1 |
| FINANCIAL HIGHLIGHTS | |||||||||
| For the Six Months Ended June 30, | |||||||||
| 2025 | 2026 | Change | |||||||
| (Unaudited) | (Unaudited) | (%) | |||||||
| (RMB in
thousands, except percentages and per share data) |
|||||||||
| Revenues | 22,723,272 | 27,832,256 | 22.5 | % | |||||
| Cost of revenues | (17,089,655 | ) | (20,863,782 | ) | 22.1 | % | |||
| Gross profit | 5,633,617 | 6,968,474 | 23.7 | % | |||||
| Net income | 4,003,740 | 5,233,928 | 30.7 | % | |||||
| Net income attributable to ordinary shareholders | 3,931,579 | 5,169,224 | 31.5 | % | |||||
| Non-GAAP Financial Measures: | |||||||||
| EBITDA(1) | 6,913,336 | 7,951,992 | 15.0 | % | |||||
| Adjusted EBITDA(2) | 7,221,597 | 8,182,659 | 13.3 | % | |||||
| Adjusted net income(3) | 4,312,027 | 5,463,143 | 26.7 | % | |||||
| Adjusted net income attributable to ordinary shareholders(4) | 4,239,866 | 5,398,439 | 27.3 | % | |||||
| Adjusted basic and diluted earnings per ADS attributable to ordinary shareholders(5) | |||||||||
| Basic | 5.31 | 7.01 | 32.0 | % | |||||
| Diluted | 5.18 | 6.73 | 29.9 | % | |||||
| (1) | EBITDA is a non-GAAP financial measure, which is defined as net income before depreciation, amortization, interest expenses and income tax expenses which management aims to better represent the underlying business operations. |
| (2) | Adjusted EBITDA is a non-GAAP financial measure, which is defined as net income before depreciation, amortization, interest expenses and income tax expenses, and further adjusted to exclude the shared-based compensation expense and non-recurring items such as impairment of Goodwill, impairment of investment in equity investees, gain/loss on disposal of equity investees and subsidiaries which management aims to better represent the underlying business operations. |
| (3) | Adjusted net income is a non-GAAP financial measure, which is defined as net income before share-based compensation expense and non-recurring items such as impairment of Goodwill, impairment of investment in equity investees, gain/loss on disposal of equity investees and subsidiaries and corresponding tax impact in which management aims to better represent the underlying business operations. |
| (4) | Adjusted net income attributable to ordinary shareholders is a non-GAAP financial measure. It is defined as net income attributable to ordinary shareholders of the Group excluding shared-based compensation expense and non-recurring items such as impairment of Goodwill, impairment of investment in equity investees, gain/loss on disposal of equity investees and subsidiaries and corresponding tax impact which management aims to better represent the underlying business operations. |
| (5) | Adjusted basic and diluted earnings per ADS attributable to ordinary shareholders is a non-GAAP financial measure. It is defined as adjusted net income attributable to ordinary shareholders divided by weighted average number of basic and diluted ADS, respectively. |
| 2 |
Non-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 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.
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.
| 3 |
The following table sets forth unaudited reconciliation of GAAP and non-GAAP results for the period indicated.
| For the Six Months Ended June 30, | |||||||||
| 2025 | 2026 | ||||||||
| RMB | RMB | US$ | |||||||
| (Unaudited) | (Unaudited) | (Unaudited) | |||||||
| (in thousands,
except for share and per share data) |
|||||||||
| Net income | 4,003,740 | 5,233,928 | 771,385 | ||||||
| Add: | |||||||||
| Share-based compensation expense(1) | 223,263 | 222,316 | 32,765 | ||||||
| Impairment of goodwill | 84,431 | – | – | ||||||
| Loss on disposal of equity investees and subsidiaries, net of income taxes | 593 | 6,899 | 1,017 | ||||||
| Adjusted net income | 4,312,027 | 5,463,143 | 805,167 | ||||||
| Net income | 4,003,740 | 5,233,928 | 771,385 | ||||||
| Add: | |||||||||
| Depreciation | 1,559,378 | 1,690,048 | 249,082 | ||||||
| Amortization | 76,125 | 96,297 | 14,192 | ||||||
| Interest expenses | 166,988 | 120,899 | 17,818 | ||||||
| Income tax expenses | 1,107,105 | 810,820 | 119,500 | ||||||
| EBITDA | 6,913,336 | 7,951,992 | 1,171,977 | ||||||
| Add: | |||||||||
| Share-based compensation expense | 223,263 | 222,316 | 32,765 | ||||||
| Impairment of goodwill | 84,431 | – | – | ||||||
| Loss on disposal of equity investees and subsidiaries | 567 | 8,351 | 1,231 | ||||||
| Adjusted EBITDA | 7,221,597 | 8,182,659 | 1,205,973 | ||||||
(1) Net of income taxes of nil
| 4 |
| For the Six Months Ended June 30, | |||||||||
| 2025 | 2026 | ||||||||
| RMB | RMB | US$ | |||||||
| (Unaudited) | (Unaudited) | (Unaudited) | |||||||
| (in thousands,
except for share and per share data) |
|||||||||
| Net income attributable to ordinary shareholders | 3,931,579 | 5,169,224 | 761,849 | ||||||
| Add: | |||||||||
| Share-based compensation expense(1) | 223,263 | 222,316 | 32,765 | ||||||
| Impairment of goodwill(1) | 84,431 | – | – | ||||||
| Loss on disposal of equity investees and subsidiaries, net of income taxes | 593 | 6,899 | 1,017 | ||||||
| Adjusted net income attributable to ordinary shareholders | 4,239,866 | 5,398,439 | 795,631 | ||||||
| Weighted average shares used in calculating net earnings per ordinary share/ADS | |||||||||
| Basic | 799,123,030 | 770,575,485 | 770,575,485 | ||||||
| Diluted | 833,360,830 | 809,872,825 | 809,872,825 | ||||||
| Net earnings per share/ADS attributable to ordinary shareholders | |||||||||
| Basic | 4.92 | 6.71 | 0.99 | ||||||
| Diluted | 4.81 | 6.44 | 0.95 | ||||||
| Adjusted net earnings per share/ADS attributable to ordinary shareholders | |||||||||
| Basic | 5.31 | 7.01 | 1.03 | ||||||
| Diluted | 5.18 | 6.73 | 0.99 | ||||||
(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 the first half of 2026, we achieved solid financial and operating results as we continue to improve service quality and operational efficiency amid the backdrop of deepening anti-involution trends within the industry. Our revenue increased by 22.5% from RMB22,723.3 million for the six months ended June 30, 2025 to RMB27,832.3 million for the same period in 2026. The improvement was primarily attributable to growth in parcel volume and an ongoing shift toward higher-value customers.
| 5 |
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 as well as associated returned parcels services. 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 support the robust growth of ecommerce in China. We have established a solid and cohesive network base that covers 99% of cities and counties across China. As of June 30, 2026, we had approximately 6,000 direct network partners operating over 31,000 pickup and delivery outlets and approximately 100,000 last-mile posts nationwide.
| 6 |
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 June 30, 2026, our logistics infrastructure network comprised 92 sorting hubs with 782 automation lines and over 3,600 line-haul routes serviced by over 10,000 self-owned line-haul trucks.
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 six months ended June 30, 2026 compared to the same period in 2025.
| 7 |
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 (renamed as the sustainability report in 2025), detailing our key initiatives and development in areas pertaining to environmental, social and corporate governance issues. The ESG or sustainability reports are available at http://zto.investorroom.com/.
Important Events after the Reporting Period
Appointment of Independent Non-Executive Director
The Board is pleased to announce that Mr. Wei ZHU (朱偉) (“Mr. ZHU”) has been appointed as an independent non-executive Director with effect from August 19, 2026.
The biographical details of Mr. ZHU are set out below:
Mr. ZHU, aged 63, has over 35 years of experience in management consulting, investment banking, private equity investment and large-scale corporate management. From April 2026, Mr. ZHU has served as a director and advisor to Shanghai Xforceplus Information Technology Co., Ltd. and its affiliate for AI technology. From June 2024 to February 2026, Mr. ZHU served as co-head of North Asia at Alvarez & Marsal. From 2018 to 2021, Mr. ZHU served as chairman of Greater China at Accenture plc and was appointed to Accenture’s global management committee in 2020.
Previously, Mr. ZHU served as global co-head of Standard Chartered Bank’s private equity business from 2009 to 2017, senior managing director and head of CVC Capital Partners from 2008 to 2009, managing director at Goldman Sachs Gao Hua Securities Company Limited from 2005 to 2008, senior partner and president of Greater China at Roland Berger from 2004 to 2005, and president of Greater China at A.T. Kearney from 2001 to 2003.
Mr. ZHU has served as an independent director of Shanghai Foreign Service Holding Group Co., Ltd. (Shanghai Stock Exchange stock code: 600662) since September 2021. Mr. ZHU received a Bachelor in Foreign Service from Georgetown University in 1986 and an MBA from the University of Chicago in 1992.
8
Mr. ZHU has entered into a director agreement with the Company for a term of three years commencing from August 19, 2026 subject to re-election as and when required under the Listing Rules and/or the memorandum and articles of association of the Company, which shall be automatically renewed for successive periods of three years. Either party may terminate the agreement at any time upon thirty days prior written notice to the other party, or such shorter period as the parties may agree upon. Mr. ZHU is entitled to receive (i) cash compensation in the amount of US$50,000 for each year of service in his capacity as an independent non-executive Director under the director agreement and (ii) such additional benefits (including options and/ or awards under the rules of share scheme(s) of the Company from time to time, subject to the applicable law and stock exchange rules) as the Board shall in its absolute discretion deem appropriate. The director’s remuneration package was determined by the Board with reference to the Company’s operating results, personal performance and comparable market statistics.
Save as disclosed above, as at the date of this announcement, Mr. ZHU has confirmed that he does not hold (i) any other position with the Company or other members of the Group; (ii) any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; and (iii) any other major appointments and professional qualifications. Save as disclosed above, as at the date of this announcement, Mr. ZHU has confirmed that he does not have any relationship with any Director, senior management or substantial shareholder or controlling shareholders of the Company, or any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
Mr. ZHU has confirmed that (i) he meets the independence criteria as set out in Rule 3.13 of the Listing Rules; (ii) he has no past or present financial or other interest in the business of the Company or its subsidiaries or any connection with any core connected person (as defined under the Listing Rules) of the Company; and (iii) there are no other factors that may affect his independence at the time of his appointment. Save as disclosed above, there is no other information that is required to be disclosed pursuant to any of the requirements under paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules nor are there other matters that need to be brought to the attention of the Shareholders or the Hong Kong Stock Exchange relating to Mr. ZHU’s appointment.
The Board would like to express its warmest welcome to Mr. ZHU on his appointment.
9
Shareholder Return Update
As disclosed in March 2026, the Board has approved an enhanced return mechanism, pursuant to which the Company targets an aggregate annual shareholder return ratio of no less than 50% of its adjusted net income for the prior fiscal year, comprising both cash dividends and share repurchases.
As of the end of the second quarter, the Company had repurchased an aggregate of 31,788,692 Class A Ordinary Shares (including the Concurrent Share Repurchase, as defined below) for US$740 million (including repurchase commissions) in 2026, equivalent to 52% of its adjusted net income for 2025. As such, the Board did not recommend the distribution of an interim dividend for the first half of 2026.
In March 2026, the Board also approved a new share repurchase program (the “New Program”), authorizing share repurchases of up to US$1.5 billion of its shares over a 24-month period, effective from March 20, 2026 to March 20, 2028. As of the end of the second quarter of 2026, the Company had repurchased an aggregate of 6,161,216 ADSs for US$138 million (including repurchase commissions) under the New Program, leaving US$1.36 billion of capacity under the authorization.
Business Outlook
Taking into account evolving market dynamics and the broader slowdown in industry parcel volume growth, the Company revises its previously stated annual guidance. Parcel volume for 2026 is expected to be in the range of 40.8 billion to 42.4 billion, representing a 6.0% to 10.0% increase year over year. Such estimates represent management’s current and preliminary view, which are subject to change.
10
MANAGEMENT DISCUSSION AND ANALYSIS
Revenues
| For the Six Months Ended June 30, | ||||||||||||
| 2025 | 2026 | %
of revenues |
||||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| (RMB in thousands, except percentages) | ||||||||||||
| Revenues: | ||||||||||||
| Express delivery services | 21,106,041 | 26,207,309 | 94.2 | |||||||||
| Freight forwarding services | 359,477 | 374,259 | 1.3 | |||||||||
| Sale of accessories | 1,196,066 | 1,202,617 | 4.3 | |||||||||
| Others | 61,688 | 48,071 | 0.2 | |||||||||
| Total revenues | 22,723,272 | 27,832,256 | 100.0 | |||||||||
Core Express Delivery Business
Revenue from the core express delivery business increased by 22.8% compared to the same period of 2025 as a result of a 9.6% growth in parcel volume and a 12.0% increase in parcel unit price. Within core express delivery revenue, key account revenue, generated by direct sales organizations, increased by 75.4% mainly driven by increase in e-commerce return parcels.
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 six months ended June 30, 2026, revenue from such services increased by 4.1% compared to the same period in 2025.
Sale of Accessories and Others
Revenue from sales of accessories largely consisted of sales of thermal paper for digital waybills. For the six months ended June 30, 2026, revenue from sale of accessories increased by 0.5% compared to the same period in 2025. Other revenues were mainly derived from financing services.
11
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:
| For the Six Months Ended June 30, | ||||||||||||
| 2025 | 2026 | %
of revenues |
||||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| (RMB in thousands, except percentages) | ||||||||||||
| Line-haul transportation cost | 6,774,009 | 6,905,747 | 24.8 | |||||||||
| Sorting hub operating cost | 4,729,435 | 4,960,086 | 17.8 | |||||||||
| Freight forwarding cost | 343,028 | 334,109 | 1.2 | |||||||||
| Cost of accessories sold | 284,463 | 273,340 | 1.0 | |||||||||
| Other costs | 4,958,720 | 8,390,500 | 30.2 | |||||||||
| Total cost of revenues | 17,089,655 | 20,863,782 | 75.0 | |||||||||
Total cost of revenues increased by 22.1% from RMB17,089.7 million for the six months ended June 30, 2025 to RMB20,863.8 million for the six months ended June 30, 2026.
| · | Line-haul transportation cost was RMB6,905.7 million, an increase of 1.9% from RMB6,774.0 million in the same period of 2025. The unit transportation cost decreased by 8.1% or 3 cents mainly attributable to better economies of scale and improved load rate offsetting higher diesel prices. |
| · | Sorting hub operating cost was RMB4,960.1 million, an increase of 4.9% from RMB4,729.4 million in the same period of 2025. The increase primarily consisted of (i) RMB158.7 million increase in labor-associated costs partially offset by automation-driven efficiency improvements, and (ii) RMB57.9 million increase in depreciation and amortization costs associated with automation facilities and equipment upgrades. As of June 30, 2026, 782 sets of automated sorting equipment were in service, compared to 690 sets as of June 30, 2025, which enhanced overall sorting operational efficiencies. |
| · | Freight forwarding cost was RMB334.1 million, representing a decrease of 2.6% from RMB343.0 million in the same period of 2025. |
| · | Cost of accessories sold was RMB273.3 million, representing a decrease of 3.9% from RMB284.5 million in the same period of 2025. |
| · | Other costs were RMB8,390.5 million, an increase of 69.2% from RMB4,958.7 million in the same period of 2025. The increase was mainly driven by an increase of RMB3,331.7 million for pickup and dispatching costs paid to network partners associated with serving key account customers, primarily for handling e-commerce return parcels. |
12
Gross Profit
Gross profit increased by 23.7% from RMB5,633.6 million for the six months ended June 30, 2025 to RMB6,968.5 million for the six months ended June 30, 2026. Our gross profit margin increased to 25.0% for the six months ended June 30, 2026 from 24.8% for the same period of 2025.
Operating Expenses
Total operating expenses increased by 58.7% to RMB1,195.3 million for the six months ended June 30, 2026 from RMB753.2 million for the same period of 2025.
Selling, general and administrative expenses increased by 0.8% from RMB1,361.1 million for the six months ended June 30, 2025 to RMB1,372.3 million for the six months ended June 30, 2026.
Other operating income, net decreased by 70.9% from RMB607.9 million for the six months ended June 30, 2025 to RMB177.0 million for the six months ended June 30, 2026. Other operating income mainly consisted of (i) RMB104.6 million of government subsidies and tax rebates, and (ii) RMB26.5 million of rental and other income.
Income from Operations
Income from operations was RMB5,773.2 million for the six months ended June 30, 2026, an increase of 18.3% from RMB4,880.5 million for the same period last year. Operating margin rate decreased to 20.7% from 21.5% in the same period last year.
Other Income and Expense
Interest income decreased by 21.0% from RMB407.1 million for the six months ended June 30, 2025 to RMB321.7 million for the six months ended June 30, 2026.
Interest expense decreased by 27.6% from RMB167.0 million for the six months ended June 30, 2025 to RMB120.9 million for the six months ended June 30, 2026.
Gain from fair value changes of financial instruments was RMB100.4 million for the six months ended June 30, 2026, an increase of 204.3% from RMB33.0 million for 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.
Foreign currency exchange loss was RMB21.9 million for the six months ended June 30, 2026, compared with a gain of RMB12.4 million in the same period last year, mainly due to the fluctuation of the foreign currency-denominated bank deposits against the Chinese Renminbi.
13
Income Tax Expense
Income tax expense decreased by 26.8% from RMB1,107.1 million for the six months ended June 30, 2025 to RMB810.8 million for the six months ended June 30, 2026. The overall income tax rate was 13.4%, down 8.4 percentage points year over year. The decline was mainly attributable to an income tax refund of RMB344.3 million received 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, upon its recognition as a “Key Software Enterprise” qualifying for a preferential tax rate of 10% for tax year 2025.
Net Income
As a result of the foregoing, our net income increased by 30.7% from RMB4.0 billion for the six months ended June 30, 2025 to RMB5.2 billion for the six months ended June 30, 2026.
Future Plans for Material Investments or Capital Asset
As of June 30, 2026, we did not have detailed future plans for material investments or capital assets.
Gearing Ratio
As of June 30, 2026, our gearing ratio was 35.5%, compared to 26.2% as of December 31, 2025, 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 June 30, 2026, our cash and cash equivalents, restricted cash and short-term investments were RMB9,906.9 million, RMB44.6 million, and RMB21,400.9 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 June 30, 2026, approximately 74.4% of our cash and cash equivalents, restricted cash and short-term investments were held by subsidiaries and affiliated entities incorporated in China, and approximately 74.1% of our cash and cash equivalents, restricted cash and short-term investments were denominated in Renminbi.
14
As of June 30, 2026, we had outstanding principal amount of short-term bank borrowings and long-term borrowings of RMB11.6 billion and RMB17 million, respectively. The weighted average interest rate of short-term borrowings and long-term borrowings drawn were 1.24% and 2.40% for the six months ended June 30, 2026. As of June 30, 2026, approximately 90.7% of our bank borrowings were denominated in Renminbi and approximately 99.57% of our bank borrowings were at fixed interest rates.
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 six months ended June 30, 2026.
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 June 30, 2026, our interest-bearing time deposits of RMB2.9 billion were used as pledge for the issuance of bank acceptance notes.
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.
15
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 June 30, 2026, we had RMB8,079.9 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 RMB734.5 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 June 30, 2026.
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 RMB2.8 billion for the six months ended June 30, 2026 (six months ended June 30, 2025: RMB3.1 billion). We intend to fund our future capital expenditures with our existing cash balance 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 June 30, 2026 amounted to RMB5.3 billion. All of these capital commitments will be fulfilled based on the construction progress.
16
Employees and Remuneration
As of June 30, 2026, we had a total of 23,888 employees. The following table sets out the breakdown of our own employees by function as of June 30, 2026:
| Number of | ||||||||
| Functional Area | Employees | % of Total | ||||||
| Sorting | 8,627 | 36.1 | ||||||
| Transportation | 3,030 | 12.7 | ||||||
| Management and Administration | 4,433 | 18.6 | ||||||
| Operation Support & Customer Service | 6,425 | 26.9 | ||||||
| Technology and Engineering | 1,053 | 4.4 | ||||||
| Sales and Marketing | 320 | 1.3 | ||||||
| Total | 23,888 | 100.0 | ||||||
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 expense incurred from the six months ended June 30, 2026 was RMB1,679.6 million, as compared to RMB1,590.3 million for the six months ended June 30, 2025.
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.
17
The Company had in place the cash incentive scheme through ZTO ES and the 2024 Plan during the Reporting Period. Further details in respect of the share incentive plans are set out in the annual report of the Company for the year ended December 31, 2025.
CORPORATE GOVERNANCE
Compliance with the CG Code
The Company is committed to maintaining high standards of corporate governance to safeguard the interests of the shareholders and to enhance corporate value and accountability. During the six months ended June 30, 2026 and up to the date of this announcement, the Company has complied with all the code provisions as set forth in Part 2 of the CG Code, 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, 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.
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 during the Reporting Period and up to the date of this announcement.
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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:
| · | appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; |
| · | reviewing with the independent auditors any audit problems or difficulties and management’s response; |
| · | discussing the annual audited financial statements with management and the independent auditors; |
| · | reviewing and discussing with the independent auditors their annual audit plan, including the timing and scope of audit activities, and monitor such plan’s progress and results during the year; |
| · | reviewing with management, the Company’s independent auditors and the Company’s internal auditing department, the information which is required to be reported by the independent auditor; |
| · | resolving all disagreements between the Company’s independent auditors and management regarding financial reporting; |
| · | reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures; |
| · | reviewing and approving all proposed related party transactions; |
| · | meeting separately and periodically with management and the independent auditors; and |
| · | monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance. |
19
The Audit Committee has reviewed the unaudited condensed consolidated interim results of the Group for the six months ended June 30, 2026 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 condensed consolidated financial statements of the Group for the six months ended June 30, 2026 have been reviewed by the Auditor in accordance with Hong Kong Standard on Review Engagements 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” issued by the Hong Kong Institute of Certified Public Accountants.
OTHER INFORMATION
Purchase, Sale or Redemption of the Company’s Listed Securities
The Board has approved a new share repurchase program in March 2026. For details, please refer to the section headed “Shareholder Return Update” of this announcement.
During the Reporting Period, the Company repurchased a total of 13,534,292 ADSs on the NYSE (representing the same number of Class A ordinary shares (the “Repurchased Shares”)) for an aggregate consideration of US$321,373,983 (before expense). As at the date of this announcement, all the Repurchased Shares have been cancelled.
Particulars of the repurchases of ADSs made by the Company during the Reporting Period are as follows:
NYSE
| Total | |||||||||||||||||
| consideration | |||||||||||||||||
| Number of | Highest | Lowest | paid | ||||||||||||||
| ADSs | price paid | price paid | (before | ||||||||||||||
| Month 2026 | repurchased | per ADS | per ADS | expense) | |||||||||||||
| (US$) | (US$) | (US$) | |||||||||||||||
| February | 7,373,076 | 25.52 | 23.66 | 183,483,413 | |||||||||||||
| May | 1,461,268 | 23.00 | 22.06 | 32,984,426 | |||||||||||||
| June | 4,699,948 | 23.00 | 21.47 | 104,906,144 | |||||||||||||
| Total | 13,534,292 | 25.52 | 21.47 | 321,373,983 | |||||||||||||
20
Concurrently with the pricing of US$1.5 billion in aggregate principal amount of convertible senior notes due 2031 (the “Notes”), the Company repurchased 18,254,400 Class A Ordinary Shares from certain purchasers of the Notes in off-market privately negotiated transactions effected through a joint bookrunner or their respective affiliates, as the Company’s agent. The aggregate price paid was HK$3,269,363,040 (the “Concurrent Share Repurchase”). For details, please refer to the announcements of the Company dated February 4, 2026.
Save as disclosed above, neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company’s securities listed (including sale of treasury shares as defined under the Listing Rules) on the Hong Kong Stock Exchange or NYSE during the six months ended June 30, 2026. The Company did not hold any treasury shares as defined under the Listing Rules as at June 30, 2026.
Use of proceeds from the Notes Offering
In February 2026, we completed an offering of convertible notes with an aggregate principal amount of US$1.5 billion (the “Notes”). The Notes carry an annual interest rate of 0.925%, payable semi-annually in arrears starting from 1 September 2026, and are scheduled to mature on 1 March 2031, unless earlier redeemed, repurchased or converted in accordance with their terms. The terms of the Notes were fixed on 4 February 2026, on which date the closing price of the Company’s Class A ordinary shares listed on The Stock Exchange of Hong Kong Limited was HK$179.10 per share. The Notes were offered in offshore transactions outside the United States to non-U.S. qualified institutional buyers in reliance on Regulation S under the U.S. Securities Act of 1933, as amended.
Concurrently with the pricing of the Notes, we entered into capped call transactions with certain initial purchasers at a cost of approximately US$76.95 million. The cap price under the capped call transactions was initially set at US$35.9906 per share, subject to adjustment in accordance with the terms of such capped call transactions. Also contemporaneously with the pricing of the Notes, we completed an off-market concurrent share repurchase of 18,254,400 Class A ordinary shares from certain purchasers of the Notes pursuant to our existing share repurchase programme, for an aggregate consideration of HK$3,269,363,040.
21
After deducting the premium of the Capped Call Transactions, initial purchasers’ commissions and estimated offering expenses, the net proceeds received by the Company from the Notes Offering amounted to approximately US$1,404.1 million. The Company intended to utilise the net proceeds from the Notes Offering for the following purposes: (i) up to US$1,000 million for refinancing to fund near-term on-market repurchases (from time to time) of Class A ordinary shares and/or ADSs of the Company pursuant to its share repurchase program(s), subject to prevailing market conditions, as well as applicable laws and regulations; and (ii) approximately US$500 million to fund the Concurrent Share Repurchase, the premium of the Capped Call Transactions, and for other general corporate purposes.
The conversion rate of the Notes is subject to adjustment in certain circumstances, including without limitation share splits, share consolidations, cash distributions, issuances of rights, options or warrants, capital distributions, certain takeover or exchange offers and certain other dilutive events. The initial conversion price of the Notes represented a premium of approximately 35% over the reference share price as determined on the pricing date. Following the adjustment arising from the dividend declaration for the six months ended 31 December 2025, the adjusted conversion price is approximately US$30.4589 per conversion share. Based on the total outstanding principal amount of the Notes and the adjusted conversion price, the maximum number of Class A ordinary shares issuable upon full conversion of the Notes has increased to 49,246,650 shares. Upon conversion, the Company may settle by delivering cash, Class A ordinary shares, or a combination of cash and Class A ordinary shares, at its election. Holders may convert the Notes at their option at any time following the end of the compliance period and prior to the close of business on the fifth scheduled trading day immediately preceding the maturity date.
Further details in respect of the Notes Offering are set out in the Company’s announcements dated 4 February 2026 and 20 May 2026.
As at 30 June 2026, we utilised US$321.6 million for on-market repurchases of Class A ordinary shares and/or ADSs, and US$495.7 million in respect of the concurrent share repurchase, capped call premium and other general corporate purposes. All unutilised proceeds are held in short-term interest-bearing accounts with authorised licensed banks. The utilisation of the net proceeds is consistent with the intentions previously announced by the Company, and there has been no material change or material delay in the application of such proceeds.
22
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2025 AND JUNE 30, 2026
(Amounts in thousands, except for share and per share data)
| As of | ||||||||||||||
| December 31, | ||||||||||||||
| Notes | 2025 | As of June 30, 2026 | ||||||||||||
| RMB | RMB | US$ | ||||||||||||
| (Audited) | (Unaudited) | (Unaudited) | ||||||||||||
| (Note 2(d)) | ||||||||||||||
| ASSETS | ||||||||||||||
| Current assets | ||||||||||||||
| Cash and cash equivalents | 10,011,533 | 9,906,896 | 1,460,096 | |||||||||||
| Restricted cash | 29,129 | 44,638 | 6,579 | |||||||||||
| Accounts receivable, net | 3 | 1,287,475 | 1,627,114 | 239,807 | ||||||||||
| Financing receivables, net | 674,880 | 488,569 | 72,006 | |||||||||||
| Short-term investment | 15,620,892 | 21,400,891 | 3,154,101 | |||||||||||
| Inventories | 40,648 | 31,002 | 4,569 | |||||||||||
| Advances to suppliers | 719,277 | 760,403 | 112,070 | |||||||||||
| Prepayments and other current assets | 5,102,997 | 5,208,995 | 767,711 | |||||||||||
| Amounts due from related parties | 9 | 477,865 | 606,988 | 89,459 | ||||||||||
| Total current assets | 33,964,696 | 40,075,496 | 5,906,398 | |||||||||||
| Investments in equity investees | 1,951,910 | 2,159,811 | 318,317 | |||||||||||
| Property and equipment, net | 4 | 35,433,509 | 35,956,197 | 5,299,288 | ||||||||||
| Land use rights, net | 6,762,240 | 6,900,233 | 1,016,969 | |||||||||||
| Intangible assets, net | 52,758 | 39,599 | 5,836 | |||||||||||
| Operating lease right-of-use assets | 398,082 | 231,129 | 34,064 | |||||||||||
| Goodwill | 4,157,111 | 4,157,111 | 612,682 | |||||||||||
| Deferred tax assets | 1,103,655 | 1,234,137 | 181,889 | |||||||||||
| Long-term investment | 5,221,110 | 6,520,491 | 961,001 | |||||||||||
| Long-term financing receivables, net | 1,039,946 | 969,868 | 142,941 | |||||||||||
| Other non-current assets | 938,980 | 499,473 | 73,613 | |||||||||||
| TOTAL ASSETS | 91,023,997 | 98,743,545 | 14,552,998 | |||||||||||
| LIABILITIES AND EQUITY | ||||||||||||||
| Current liabilities | ||||||||||||||
| Short-term bank borrowings | 10,934,419 | 11,621,408 | 1,712,784 | |||||||||||
| Accounts payable | 5 | 2,577,229 | 2,605,564 | 384,013 | ||||||||||
| Advances from customers | 1,833,131 | 1,872,809 | 276,018 | |||||||||||
| Income tax payable | 279,541 | 314,134 | 46,298 | |||||||||||
| Amounts due to related parties | 9 | 796,660 | 626,792 | 92,378 | ||||||||||
| Operating lease liabilities, current | 139,787 | 89,207 | 13,147 | |||||||||||
| Dividends payable | 19,659 | 19,625 | 2,892 | |||||||||||
| Other current liabilities | 6,288,714 | 6,816,229 | 1,004,587 | |||||||||||
23
| As of | ||||||||||||||
| December 31, | ||||||||||||||
| Notes | 2025 | As of June 30, 2026 | ||||||||||||
| RMB | RMB | US$ | ||||||||||||
| (Audited) | (Unaudited) | (Unaudited) | ||||||||||||
| (Note 2(d)) | ||||||||||||||
| Total current liabilities | 22,869,140 | 23,965,768 | 3,532,117 | |||||||||||
| Long-term bank borrowing | 18,000 | 17,000 | 2,505 | |||||||||||
| Non-current operating lease liabilities | 261,257 | 126,648 | 18,666 | |||||||||||
| Deferred tax liabilities | 615,073 | 710,382 | 104,697 | |||||||||||
| Convertible senior notes | 10 | 124,114 | 10,185,580 | 1,501,169 | ||||||||||
| TOTAL LIABILITIES | 23,887,584 | 35,005,378 | 5,159,154 | |||||||||||
| Shareholders’ equity | ||||||||||||||
| Ordinary shares (US$0.0001 par value; 10,000,000,000 shares authorized; 795,528,169 shares issued and 790,812,316 shares outstanding as of December 31, 2025; 769,900,693 shares issued and 760,321,796 outstanding as of June 30, 2026) | 11 | 513 | 495 | 73 | ||||||||||
| Additional paid-in capital | 24,000,698 | 22,188,334 | 3,270,156 | |||||||||||
| Treasury shares, at cost (1,801,637 and 7,528,790 shares as of December 31, 2025 and June 30, 2026, respectively) | (254,480 | ) | (1,181,259 | ) | (174,096 | ) | ||||||||
| Retained earnings | 42,918,864 | 42,910,215 | 6,324,183 | |||||||||||
| Accumulated other comprehensive loss | (281,266 | ) | (268,616 | ) | (39,589 | ) | ||||||||
| ZTO Express (Cayman) Inc. shareholders’ equity | 66,384,329 | 63,649,169 | 9,380,727 | |||||||||||
| Non-controlling interests | 752,084 | 88,998 | 13,117 | |||||||||||
| Total Equity | 67,136,413 | 63,738,167 | 9,393,844 | |||||||||||
| TOTAL LIABILITIES AND EQUITY | 91,023,997 | 98,743,545 | 14,552,998 | |||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
24
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2026
(Amounts in thousands, except for share and per share data)
| Six months ended June 30, | ||||||||||||||
| Notes | 2025 | 2026 | ||||||||||||
| RMB | RMB | US$ | ||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||
| (Note 2(d)) | ||||||||||||||
| Revenues (including related party revenue of RMB222,316 and RMB252,124 for the six months ended June 30, 2025 and 2026, respectively) | 2(e) | 22,723,272 | 27,832,256 | 4,101,967 | ||||||||||
| Cost of revenues (including related party cost of revenues of RMB647,473 and RMB567,223 for the six months ended June 30, 2025 and 2026, respectively) | (17,089,655 | ) | (20,863,782 | ) | (3,074,941 | ) | ||||||||
| Gross profit | 5,633,617 | 6,968,474 | 1,027,026 | |||||||||||
| Operating (expenses)/income | ||||||||||||||
| Selling, general and administrative | (1,361,098 | ) | (1,372,331 | ) | (202,257 | ) | ||||||||
| Other operating income, net | 607,943 | 177,037 | 26,092 | |||||||||||
| Total operating expenses | (753,155 | ) | (1,195,294 | ) | (176,165 | ) | ||||||||
| Income from operations | 4,880,462 | 5,773,180 | 850,861 | |||||||||||
| Other income/(expenses) | ||||||||||||||
| Interest income | 407,124 | 321,654 | 47,406 | |||||||||||
| Interest expense | (166,988 | ) | (120,899 | ) | (17,818 | ) | ||||||||
| Gain from fair value changes of financial instruments | 32,978 | 100,354 | 14,790 | |||||||||||
| Loss on disposal of equity investees and subsidiaries and others | (567 | ) | (8,351 | ) | (1,231 | ) | ||||||||
| Impairment of goodwill | (84,431 | ) | – | – | ||||||||||
| Foreign currency exchange gain/(loss) | 12,375 | (21,898 | ) | (3,227 | ) | |||||||||
25
| Six months ended June 30, | ||||||||||||||
| Notes | 2025 | 2026 | ||||||||||||
| RMB | RMB | US$ | ||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||
| (Note 2(d)) | ||||||||||||||
| Income before income tax and share of gain in equity method investments | 5,080,953 | 6,044,040 | 890,781 | |||||||||||
| Income tax expense | 6 | (1,107,105 | ) | (810,820 | ) | (119,500 | ) | |||||||
| Share of gain in equity method investments | 29,892 | 708 | 104 | |||||||||||
| Net income | 4,003,740 | 5,233,928 | 771,385 | |||||||||||
| Net income attributable to non-controlling interests | (72,161 | ) | (64,704 | ) | (9,536 | ) | ||||||||
| Net income attributable to ZTO Express (Cayman) Inc. | 3,931,579 | 5,169,224 | 761,849 | |||||||||||
| Net income attributable to ordinary shareholders | 3,931,579 | 5,169,224 | 761,849 | |||||||||||
| Net earnings per share attributable to ordinary shareholders | 8 | |||||||||||||
| Basic | 4.92 | 6.71 | 0.99 | |||||||||||
| Diluted | 4.81 | 6.44 | 0.95 | |||||||||||
| Weighted average shares used in calculating net earnings per ordinary share/ADS | ||||||||||||||
| Basic | 799,123,030 | 770,575,485 | 770,575,485 | |||||||||||
| Diluted | 833,360,830 | 809,872,825 | 809,872,825 | |||||||||||
| Net income | 4,003,740 | 5,233,928 | 771,385 | |||||||||||
| Other comprehensive income, net of tax of nil | ||||||||||||||
| Foreign currency translation adjustment | 50,532 | 12,650 | 1,864 | |||||||||||
| Comprehensive income | 4,054,272 | 5,246,578 | 773,249 | |||||||||||
| Comprehensive income attributable to non-controlling interests | (72,161 | ) | (64,704 | ) | (9,536 | ) | ||||||||
| Comprehensive income attributable to ZTO Express (Cayman) Inc. | 3,982,111 | 5,181,874 | 763,713 | |||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
26
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2026
(Amounts in thousands, except for share and per share data)
| ZTO Express (Cayman) Inc. Shareholders’ Equity | ||||||||||||||||||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||||||||||||||
| Additional | Treasury | other | Non- | |||||||||||||||||||||||||||||||||
| paid-in | shares, | Retained | comprehensive | controlling | Total | |||||||||||||||||||||||||||||||
| Ordinary shares | capital | at cost | earnings | (loss)/income | Total | interests | Equity | |||||||||||||||||||||||||||||
| Number of | ||||||||||||||||||||||||||||||||||||
| outstanding | ||||||||||||||||||||||||||||||||||||
| shares | RMB | RMB | RMB | RMB | RMB | RMB | RMB | RMB | ||||||||||||||||||||||||||||
| Balance at January 1,
2025 (Audited) |
798,622,719 | 523 | 24,389,905 | (1,131,895 | ) | 39,098,553 | (294,694 | ) | 62,062,392 | 612,441 | 62,674,833 | |||||||||||||||||||||||||
| Net income | – | – | – | – | 3,931,579 | – | 3,931,579 | 72,161 | 4,003,740 | |||||||||||||||||||||||||||
| Foreign currency translation adjustments | – | – | – | – | – | 50,532 | 50,532 | – | 50,532 | |||||||||||||||||||||||||||
| Share-based compensation and ordinary shares issued for share-based compensation (Note 7) | 1,482,709 | – | 204,899 | 66,270 | (47,906 | ) | – | 223,263 | – | 223,263 | ||||||||||||||||||||||||||
| Repurchase of ordinary shares (Note 11) | (352,791 | ) | – | – | (46,555 | ) | – | – | (46,555 | ) | – | (46,555 | ) | |||||||||||||||||||||||
| Cancellation of treasury shares | – | (4 | ) | (236,735 | ) | 841,153 | (604,414 | ) | – | – | – | – | ||||||||||||||||||||||||
| Capital contribution from non-controlling interest holders | – | – | – | – | – | – | – | 2,846 | 2,846 | |||||||||||||||||||||||||||
| Distribution of dividends (Note 12) | – | – | – | – | (2,023,602 | ) | – | (2,023,602 | ) | – | (2,023,602 | ) | ||||||||||||||||||||||||
| Subsidiary dividend distribution to non-controlling interests | – | – | – | – | – | – | – | (8,960 | ) | (8,960 | ) | |||||||||||||||||||||||||
| Removal of non-controlling interest due to disposal of subsidiaries | – | – | – | – | – | – | – | (20,291 | ) | (20,291 | ) | |||||||||||||||||||||||||
| Balance at June 30, 2025 (Unaudited) | 799,752,637 | 519 | 24,358,069 | (271,027 | ) | 40,354,210 | (244,162 | ) | 64,197,609 | 658,197 | 64,855,806 | |||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
27
| ZTO Express (Cayman) Inc. Shareholders’ Equity | ||||||||||||||||||||||||||||||||||||
| Ordinary shares | Additional paid-in capital |
Treasury shares, at cost |
Retained earnings |
Accumulated
other comprehensive (loss)/income |
Total | Non- controlling interests |
Total
Equity |
|||||||||||||||||||||||||||||
| Number
of outstanding shares |
RMB | RMB | RMB | RMB | RMB | RMB | RMB | RMB | ||||||||||||||||||||||||||||
| Balance at January 1, 2026 (Audited) | 790,812,316 | 513 | 24,000,698 | (254,480 | ) | 42,918,864 | (281,266 | ) | 66,384,329 | 752,084 | 67,136,413 | |||||||||||||||||||||||||
| Net income | – | – | – | – | 5,169,224 | – | 5,169,224 | 64,704 | 5,233,928 | |||||||||||||||||||||||||||
| Foreign currency translation adjustments | – | – | – | – | – | 12,650 | 12,650 | – | 12,650 | |||||||||||||||||||||||||||
| Share-based compensation, ordinary shares issued for share-based compensation and exercise of share options (Note 7) | 1,298,172 | – | 208,126 | 74,801 | (57,127 | ) | – | 225,800 | – | 225,800 | ||||||||||||||||||||||||||
| Repurchase of ordinary shares (Note 11) | (31,788,692 | ) | – | – | (5,107,345 | ) | – | – | (5,107,345 | ) | – | (5,107,345 | ) | |||||||||||||||||||||||
| Cancellation of treasury shares | – | (18 | ) | (1,043,509 | ) | 4,105,765 | (3,062,238 | ) | – | – | – | – | ||||||||||||||||||||||||
| Acquisition of non-controlling interests | – | – | (608,824 | ) | – | – | – | (608,824 | ) | (696,331 | ) | (1,305,155 | ) | |||||||||||||||||||||||
| Distribution of dividends (Note 12) | – | – | – | – | (2,058,508 | ) | – | (2,058,508 | ) | – | (2,058,508 | ) | ||||||||||||||||||||||||
| Subsidiary dividend distribution to non-controlling interests | – | – | – | – | – | – | – | (31,200 | ) | (31,200 | ) | |||||||||||||||||||||||||
| Removal of non-controlling interest due to disposal of subsidiaries | – | – | – | – | – | – | – | (259 | ) | (259 | ) | |||||||||||||||||||||||||
| Capped Call options in connection with issuance of convertible senior notes (Note 10) | – | – | (531,772 | ) | – | – | – | (531,772 | ) | – | (531,772 | ) | ||||||||||||||||||||||||
| Early unwind of existing capped call options (Note 10) | – | – | 163,615 | – | – | – | 163,615 | – | 163,615 | |||||||||||||||||||||||||||
| Balance at June 30, 2026 (Unaudited) | 760,321,796 | 495 | 22,188,334 | (1,181,259 | ) | 42,910,215 | (268,616 | ) | 63,649,169 | 88,998 | 63,738,167 | |||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
28
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2026
(Amounts in thousands, except for share and per share data)
| Six months ended June 30, | ||||||||||||
| 2025 | 2026 | |||||||||||
| RMB | RMB | US$ | ||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||
| (Note 2(d)) | ||||||||||||
| Cash flows from operating activities | ||||||||||||
| Net cash provided by operating activities | 4,531,184 | 7,352,615 | 1,083,641 | |||||||||
| Cash flows from investing activities | ||||||||||||
| Purchases of property and equipment | (2,925,622 | ) | (2,661,701 | ) | (392,286 | ) | ||||||
| Purchases of land use rights | (146,504 | ) | (98,306 | ) | (14,489 | ) | ||||||
| Investments in equity investees | – | (231,564 | ) | (34,128 | ) | |||||||
| Cash paid for the investment in equity investees | – | (684,523 | ) | (100,886 | ) | |||||||
| Purchases of short-term investment | (7,161,709 | ) | (17,095,439 | ) | (2,519,556 | ) | ||||||
| Maturity of short-term investment | 6,832,109 | 14,162,229 | 2,087,254 | |||||||||
| Purchases of long-term investment | (1,060,000 | ) | (4,142,218 | ) | (610,487 | ) | ||||||
| Maturity of long-term investment | 252 | – | – | |||||||||
| Net cash out in relation to disposal of equity investees and subsidiaries | (205 | ) | (30,180 | ) | (4,448 | ) | ||||||
| Loan to employees | (44,042 | ) | (29,650 | ) | (4,370 | ) | ||||||
| Repayments of loan to employees | 44,364 | 33,171 | 4,889 | |||||||||
| Others | 139,375 | 73,709 | 10,863 | |||||||||
| Net cash used in investing activities | (4,321,982 | ) | (10,704,472 | ) | (1,577,644 | ) | ||||||
| Cash flows from financing activities | ||||||||||||
| Proceeds from short-term borrowings | 10,486,281 | 10,135,652 | 1,493,810 | |||||||||
| Proceeds from Long-term borrowings | 180,000 | – | – | |||||||||
| Repayment of short-term borrowings | (8,945,827 | ) | (9,435,566 | ) | (1,390,630 | ) | ||||||
| Repurchase of ordinary shares | (46,555 | ) | (5,107,345 | ) | (752,730 | ) | ||||||
| Proceeds from exercise of ordinary shares | – | 3,483 | 513 | |||||||||
| Capital contribution from non-controlling interest shareholder | 2,846 | – | – | |||||||||
| Payment of dividends | (2,055,549 | ) | (2,073,914 | ) | (305,657 | ) | ||||||
| Proceeds from issuance of convertible senior notes | – | 10,243,374 | 1,509,686 | |||||||||
| Others | – | (368,157 | ) | (54,258 | ) | |||||||
| Net cash (used in)/provided from financing activities | (378,804 | ) | 3,397,527 | 500,734 | ||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (32,266 | ) | (134,798 | ) | (19,867 | ) | ||||||
| Net change in cash, cash equivalents and restricted cash | (201,868 | ) | (89,128 | ) | (13,136 | ) | ||||||
| Cash, cash equivalents and restricted cash at beginning of period | 13,530,947 | 10,046,717 | 1,480,703 | |||||||||
| Cash, cash equivalents and restricted cash at end of period | 13,329,079 | 9,957,589 | 1,467,567 | |||||||||
29
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the unaudited condensed consolidated balance sheets that sum to the total of the same such amounts shown in the statement of cash flows.
| As of June 30, | ||||||||||||
| 2025 | 2026 | |||||||||||
| RMB | RMB | US$ | ||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) (Note 2(d)) |
||||||||||
| Cash and cash equivalents | 13,291,796 | 9,906,896 | 1,460,096 | |||||||||
| Restricted cash | 22,684 | 44,638 | 6,579 | |||||||||
| Restricted cash, non-current (1) | 14,599 | 6,055 | 892 | |||||||||
| Total cash, cash equivalents, and restricted cash shown in the statements of cash flows | 13,329,079 | 9,957,589 | 1,467,567 | |||||||||
Note: (1) The non-current restricted cash is included in other non-current assets on the unaudited condensed consolidated balance sheets.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
30
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2026
(Amounts in thousands, except for share and per share data)
| 1. | ORGANIZATION AND PRINCIPAL ACTIVITIES |
ZTO Express (Cayman) Inc. (the “Company”) was incorporated under the laws of Cayman Islands on April 8, 2015. ZTO, its subsidiaries and its variable interest entity and subsidiaries of variable interest entity (“VIE”) (collectively also referred to as the “Group”) are principally engaged in express delivery services in the People’s Republic of China (the “PRC”) through a nationwide network partner model.
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
| (a) | Basis of presentation |
The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted consistent with Article 10 of Regulation S-X. The condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments as necessary for the fair statement of the Group’s financial position as of June 30, 2026, results of operations and cash flows for the six months ended June 30, 2025 and 2026. The condensed consolidated balance sheet at December 31, 2025 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by U.S. GAAP. The condensed consolidated financial statements and related disclosures have been prepared with the presumption that users of the condensed consolidated financial statements have read or have access to the audited consolidated financial statements for the preceding fiscal years. Accordingly, these financial statements should be read in conjunction with the audited consolidated financial statements and related footnotes for the year ended December 31, 2025. The accounting policies applied are consistent with those of the audited consolidated financial statements for the preceding fiscal year. Interim results of operations are not necessarily indicative of the results expected for the full fiscal year or for any future period.
| (b) | Principles of consolidation |
The unaudited condensed consolidated financial statements include the financial statements of the Company, its subsidiaries and VIE. All intercompany transactions and balances have been eliminated on consolidation.
The Group evaluates the need to consolidate its VIE of which the Group is the primary beneficiary. In determining whether the Group is the primary beneficiary, the Group considers if the Group has (1) the power to direct the activities that most significantly affects the economic performance of the VIE, and (2) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. If deemed the primary beneficiary, the Group consolidates the VIE.
The Group believes that there are no assets held in the consolidated VIE that can be used only to settle obligations of the VIE, except for registered capital and the PRC statutory reserves. As the consolidated VIE is incorporated as a limited liability company under the PRC Company Law, creditors of the VIE do not have recourse to the general credit of the Group for any of the liabilities of the consolidated VIE.
Relevant PRC laws and regulations restrict the VIE from transferring a portion of their net assets, equivalent to the balance of its statutory reserve and its share capital, to the Group in the form of loans and advances or cash dividends.
31
| (c) | Use of estimates |
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results may differ from these estimates. The Group bases its estimates on historical experience and other relevant factors.
| (d) | Convenience translation |
The Group’s business is primarily conducted in the PRC and almost all of the Group’s revenues are denominated in RMB. However, periodic reports made to shareholders will include current period amounts translated into U.S. dollars using the then current exchange rates, solely for the convenience of the readers outside the PRC. Translations of the unaudited condensed consolidated balance sheet, unaudited condensed consolidated statement of comprehensive income and unaudited condensed consolidated statement of cash flows from RMB into U.S. dollars as of and for the six months ended June 30, 2026 were calculated at the rate of US$1.00 = RMB6.7851 representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on June 30, 2026. No representation was made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on June 30, 2026, or at any other rate.
| (e) | Revenue recognition |
Disaggregation of revenue
| Six months ended June 30, | ||||||||||||||||||||
| 2025 | 2026 | |||||||||||||||||||
| RMB | % | RMB | US$ | % | ||||||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||||||||
| Express delivery services | 21,106,041 | 92.9 | 26,207,309 | 3,862,479 | 94.2 | |||||||||||||||
| Freight forwarding services | 359,477 | 1.5 | 374,259 | 55,159 | 1.3 | |||||||||||||||
| Sale of accessories | 1,196,066 | 5.3 | 1,202,617 | 177,244 | 4.3 | |||||||||||||||
| Others | 61,688 | 0.3 | 48,071 | 7,085 | 0.2 | |||||||||||||||
| Total revenues | 22,723,272 | 100.0 | 27,832,256 | 4,101,967 | 100.0 | |||||||||||||||
Contract assets and liabilities
Contract assets include unbilled receivables resulting from in-transit parcels, which were recorded in accounts receivable and not material as of December 31, 2025 and June 30, 2026.
Contract liabilities consist of advance payments as well as deferred revenue, which were recorded in advances from customers and not material as of December 31, 2025 and June 30, 2026.
| (f) | Income taxes |
As part of the process of preparing financial statements, the Group is required to estimate its income taxes in each of the jurisdictions in which it operates. The Group accounts for income taxes using the asset and liability method. Under this method, deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements. Net operating losses are carried forward by applying enacted statutory tax rates applicable to future years when the reported amounts of the asset or liability are expected to be recovered or settled, respectively. Deferred tax assets are reduced by a valuation allowance when, based upon the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Group recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position.
32
According to ASC 740-270 Interim Reporting, an estimated annual effective tax rate (AETR) on full year estimated ordinary income should first be determined by the Group and the estimated AETR is then applied to year-to-date ordinary income to compute the interim tax provision on ordinary income.
| (g) | Earnings per share |
Basic earnings per share are computed by dividing income attributable to holders of ordinary shares by the weighted average number of ordinary shares outstanding during the periods.
Diluted earnings per ordinary share reflects the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised or converted into ordinary shares, which consist of the ordinary shares issuable upon the conversion of the convertible senior notes (using the if-converted method), ordinary shares issuable upon the exercise of stock options and vesting of non-vested restricted stocks (using the treasury stock method). Ordinary share equivalents are excluded from the computation of diluted earnings per ordinary share if their effects would be anti-dilutive.
On October 27, 2016, the Group’s shareholders voted in favor of a proposal to adopt a dual-class share structure, pursuant to which the Group’s authorized share capital were reclassified and redesignated into Class A ordinary shares and Class B ordinary shares. Both Class A ordinary shares and Class B ordinary shares are entitled to the same dividend right, as such, this dual class share structure has no impact to the earnings per share calculation. Basic earnings per share and diluted earnings per share are the same for each Class A ordinary shares and Class B ordinary shares.
| 3. | ACCOUNTS RECEIVABLE, NET |
| As of December 31, 2025 |
As of June 30, 2026 | |||||||||||
| RMB | RMB | US$ | ||||||||||
| (Audited) | (Unaudited) | (Unaudited) | ||||||||||
| Accounts receivable, gross | 1,317,517 | 1,670,035 | 246,133 | |||||||||
| Less: Allowance for credit losses | (30,042 | ) | (42,921 | ) | (6,326 | ) | ||||||
| Total | 1,287,475 | 1,627,114 | 239,807 | |||||||||
The following is an analysis of accounts receivables by age, presented based on the invoice date, which approximated the revenue recognition date.
| As of | ||||||||||||
| December 31, | ||||||||||||
| 2025 | As of June 30, 2026 | |||||||||||
| RMB | RMB | US$ | ||||||||||
| (Audited) | (Unaudited) | (Unaudited) | ||||||||||
| Within 6 months | 1,190,070 | 1,551,560 | 228,672 | |||||||||
| Between 6 months and 1 year | 40,004 | 33,973 | 5,007 | |||||||||
| Between 1 year and 2 years | 31,943 | 21,199 | 3,124 | |||||||||
| More than 2 years | 55,500 | 63,303 | 9,330 | |||||||||
| Accounts receivable, gross | 1,317,517 | 1,670,035 | 246,133 | |||||||||
33
| 4. | PROPERTY AND EQUIPMENT, NET |
Property and equipment, net consist of the following:
| As of | ||||||||||||
| December 31, | ||||||||||||
| 2025 | As of June 30, 2026 | |||||||||||
| RMB | RMB | US$ | ||||||||||
| (Audited) | (Unaudited) | (Unaudited) | ||||||||||
| Buildings | 29,834,177 | 31,412,009 | 4,629,557 | |||||||||
| Machinery and equipment | 11,123,933 | 11,460,593 | 1,689,082 | |||||||||
| Leasehold improvements | 1,265,970 | 1,268,460 | 186,948 | |||||||||
| Vehicles | 5,463,339 | 5,461,432 | 804,915 | |||||||||
| Furniture, office and electric equipment | 1,190,792 | 1,262,743 | 186,105 | |||||||||
| Construction in progress | 2,276,736 | 2,002,441 | 295,125 | |||||||||
| Total | 51,154,947 | 52,867,678 | 7,791,732 | |||||||||
| Accumulated depreciation | (15,694,496 | ) | (16,889,631 | ) | (2,489,224 | ) | ||||||
| Impairment | (26,942 | ) | (21,850 | ) | (3,220 | ) | ||||||
| Property and equipment, net | 35,433,509 | 35,956,197 | 5,299,288 | |||||||||
Depreciation expenses were RMB1,559,378 (unaudited) and RMB1,690,048 (unaudited) for the six months ended June 30, 2025 and 2026, respectively. Loss on disposal of property and equipment were RMB33,200 (unaudited) and RMB65,576 (unaudited) for the six months ended June 30, 2025 and 2026, respectively.
The Company recorded impairment charges of RMB nil (unaudited) and nil (unaudited), related to property and equipment that were expected to be disposed of before the end of their estimated useful lives for the six months ended June 30, 2025 and 2026, respectively.
| 5. | ACCOUNTS PAYABLE |
An aging analysis of the accounts payable as of December 31, 2025 and June 30, 2026, based on the invoice date or inception date at the end of the reporting period, is as follows:
| As of | ||||||||||||
| December 31, | ||||||||||||
| 2025 | As of June 30, 2026 | |||||||||||
| RMB | RMB | US$ | ||||||||||
| (Audited) | (Unaudited) | (Unaudited) | ||||||||||
| Within 6 months | 2,569,800 | 2,594,789 | 382,425 | |||||||||
| Between 6 months and 1 year | 4,308 | 7,254 | 1,069 | |||||||||
| Between 1 year and 2 years | 1,183 | 2,305 | 340 | |||||||||
| More than 2 years | 1,938 | 1,216 | 179 | |||||||||
| Total | 2,577,229 | 2,605,564 | 384,013 | |||||||||
34
6. INCOME TAX
The current and deferred portion of income tax expenses included in the unaudited condensed consolidated statements of comprehensive income, which were substantially attributable to the Group’s subsidiaries are as follows:
| Six months ended June 30, | ||||||||||||
| 2025 | 2026 | |||||||||||
| RMB | RMB | US$ | ||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||
| Current tax expenses | 1,427,696 | 845,994 | 124,684 | |||||||||
| Deferred tax | (320,591 | ) | (35,174 | ) | (5,184 | ) | ||||||
| Total | 1,107,105 | 810,820 | 119,500 | |||||||||
The effective tax rate is based on expected income and statutory tax rates. For interim financial reporting, the Group estimates the annual effective tax rate based on projected accounting incomes for the full year and records a quarterly income tax provision in accordance with the guidance on accounting for income taxes in a period. As the year progresses, the Group refines the estimates of the year’s taxable income as new information becomes available. This continual estimation process often results in a change to the expected effective tax rate for the year. When this occurs, the Group adjusts the income tax provision during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected annual tax rate.
The Group’s effective tax rate for the six months ended June 30, 2025 and 2026 were 21.79% (unaudited) and 13.42% (unaudited), respectively. The decrease of 8.37 percentage points year over year was attributable to an income tax refund of RMB344.3 million received by Shanghai Zhongtongji Network Co., Ltd (上海中通 吉網絡技術有限公司), a wholly owned subsidiary of the Company, upon its recognition as a “Key Software Enterprise” qualifying for a preferential tax rate of 10% for tax year 2025.
| 7. | SHARE-BASED COMPENSATION Employee Share Holding Platform |
In June 2016, the Group established an employee share holding platform (the “Share Holding Platform”). ZTO Es Holding Limited (“ZTO ES”), a British Virgin Islands company was established as a holding vehicle for the Group’s Share Holding Platform. Four limited liability partnerships (“LLPs”) were established in the PRC as the shareholders of ZTO ES. ZTO ES and the LLPs have no activities other than administering the plan and does not have employees.
On June 28, 2016, the Group issued 16 million ordinary shares to ZTO ES. The dividend rights associated with these 16 million ordinary shares were waived until the economic interests in the ordinary shares are granted to the employees, through transfer of interests in the LLPs. ZTO ES abstains from voting on matters that require shareholders’ approval for all the shares of the Company held by ZTO ES. At the request of the employee and in accordance with the terms of the ZTO ES mandate, ZTO ES may decide to sell the Company’s ordinary shares held in connection with the limited partnership interest owned by the employee and remit the proceeds to the employee. The other shareholder’s rights associated with the Company’s ordinary shares held by the partnership may be exercised by the general partner of these LLPs. The Company referred to these limited partner’s partnership interests as ordinary share units and five ordinary share units correspond to the indirect economic interest in one ordinary share of the Company.
In March 2025 and 2026, 5,138,560 and 4,320,545 ordinary share units corresponding to 1,027,712 and 864,109 Company’s ordinary shares were granted to certain officers and employees, respectively. The consideration was nil for both of grants. These share awards vested and exercised immediately upon grant. The Group recorded the share-based compensation of RMB149,362 (unaudited) and RMB148,226 (unaudited) based on the market price at US$20.05 and US$24.93 of ordinary shares on the grant date for six months ended June 30, 2025 and 2026, respectively.
35
2024 Share Incentive Plan
In March 2024, the Board approved the 2024 share incentive plan (the “2024 Share Incentive Plan”) in order to provide appropriate incentives to directors, employees, and consultants of the Group, pursuant to which the maximum number of shares of the Group underlying the awards to be granted under the 2024 Share Incentive Plan shall be 30,000,000 Class A ordinary shares, subject to adjustment and/or update by the Board.
Restricted share units
In March 2025 and 2026, the Group granted 454,997 and 410,982 RSU at par value to certain directors, executive offices and employees pursuant to the 2024 Share Incentive Plan. These grants are vested immediately upon grant. The Group recorded the share-based compensation of RMB66,127 (unaudited) and RMB70,498 (unaudited) based on the market price of ordinary shares at US$20.05 and US$24.93 on the grant date for the six months ended June 30, 2025 and 2026, respectively.
Share Options
On March 22, 2024, the Group granted 916,200 share options to certain directors, executive offices and employees pursuant to the 2024 Share Incentive Plan. The exercise price is US$21.88. The options will be vested 33%, 33% and 34% on each of three anniversary dates from the grant date, respectively. The options have a contractual term of ten years.
The closing price of the Group’s shares immediately before March 22, 2024, the date of grant, was US$21.67 per share. The weighted-average grant date fair value for options granted to directors and employees during the six months ended June 30, 2024 was US$6.7 per share, computed using the binomial option pricing model. The binomial option pricing model requires the input of subjective assumptions including the expected stock price volatility and the expected price multiple at which employees are likely to exercise stock options. Expected volatilities are based on the average historical equity volatility of the Group. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.
The following table summarized the Group’s share option activity under the option plans:
| Weighted | ||||||||||||||||
| Weighted | Average | |||||||||||||||
| Average | Remaining | Aggregate | ||||||||||||||
| Number of | Exercise | Contractual | Intrinsic | |||||||||||||
| Options | Price | Life Years | Value | |||||||||||||
| US$ per share | US$ | |||||||||||||||
| Share options outstanding as of January 1, 2026 | 886,248 | 21.88 | 8.23 | – | ||||||||||||
| Granted | – | |||||||||||||||
| Exercised | 23,081 | |||||||||||||||
| Forfeited | – | |||||||||||||||
| Share options outstanding as of June 30, 2026 | 863,167 | 21.88 | 7.73 | – | ||||||||||||
| Share options exercisable as of June 30, 2026 | 561,843 | 21.88 | 7.73 | – | ||||||||||||
The total share-based compensation expenses relating to these options was RMB7,774 (unaudited) and RMB3,592 (unaudited) during the six months ended June 30, 2025 and 2026. As of June 30, 2026, there was RMB3,193 (unaudited) of unrecognized compensation expense related to unvested share options, which is expected to be recognized over a weighted average period of 0.73 years.
36
| 8. | EARNINGS PER SHARE |
Basic and diluted earnings per share for each of the periods presented are calculated as follows:
| Six months ended June 30, | ||||||||||||
| 2025 | 2026 | |||||||||||
| RMB | RMB | US$ | ||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||
| Numerator: | ||||||||||||
| Net income attributable to ordinary shareholders – basic | 3,931,579 | 5,169,224 | 761,849 | |||||||||
| Plus: Interest expense of convertible senior notes | 75,927 | 49,400 | 7,281 | |||||||||
| Net income attributable to ordinary shareholders – diluted | 4,007,506 | 5,218,624 | 769,130 | |||||||||
| Shares (Denominator): | ||||||||||||
| Weight average ordinary shares outstanding – basic | 799,123,030 | 770,575,485 | 770,575,485 | |||||||||
| Plus: Dilutive effect of convertible senior notes | 34,237,800 | 39,262,461 | 39,262,461 | |||||||||
| Plus: Dilutive effect of stock option | – | 34,879 | 34,879 | |||||||||
| Weight average ordinary shares outstanding – diluted | 833,360,830 | 809,872,825 | 809,872,825 | |||||||||
| Earnings per share – basic | 4.92 | 6.71 | 0.99 | |||||||||
| Earnings per share – diluted | 4.81 | 6.44 | 0.95 | |||||||||
2,914,216 and 2,050,107 ordinary shares transferred to ZTO ES were considered issued but not outstanding as of June 30, 2025 and June 30, 2026, respectively, and therefore not included in the calculation of basic and dilutive earnings per share.
| 9. | RELATED PARTY TRANSACTIONS |
The table below sets forth the major related parties and their relationships with the Group:
| Name of related parties | Relationship with the Group |
| Shanghai Mingyu Barcode Technology Ltd. | Controlled by brother of chairman of the Company |
| ZTO Supply Chain Management Co., Ltd. and its subsidiaries | The Group’s equity investee |
| ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries | The Group’s equity investee |
| ZTO YunLeng Network Technology (Zhejiang) Co., Ltd. and its subsidiaries | The Group’s equity investee |
| Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd | Controlled by chairman of the Company |
| Mr. Jilei Wang | Director and Vice President of Infrastructure Management |
| TUXI LMS Limited | Controlled by chairman of the Company |
| TUXI WJL Limited | Controlled by director and vice President of Infrastructure Management |
37
| (a) | The Group entered into the following transactions with its related parties: |
| Transactions | Six months ended June 30, | |||||||||||
| 2025 | 2026 | |||||||||||
| RMB | RMB | US$ | ||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||
| Revenues: | ||||||||||||
| Transportation revenue from ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries | 164,538 | 199,696 | 29,431 | |||||||||
| Others | 57,778 | 52,428 | 7,726 | |||||||||
| 222,316 | 252,124 | 37,157 | ||||||||||
| Cost of revenues: | ||||||||||||
| Transportation service fees paid to ZTO Supply Chain Management Co., Ltd. and its subsidiaries | 326,501 | 175,796 | 25,909 | |||||||||
| Purchases of supplies from Shanghai Mingyu Barcode Technology Ltd. | 182,059 | 175,913 | 25,926 | |||||||||
| Transportation service fees paid to ZTO YunLeng Network Technology (Zhejiang) Co., Ltd. and its subsidiaries | 62,975 | – | – | |||||||||
| Transportation service fees paid to ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries | 6,825 | 3,964 | 584 | |||||||||
| Others | 69,113 | 211,550 | 31,179 | |||||||||
| 647,473 | 567,223 | 83,598 | ||||||||||
| Other operating income: | ||||||||||||
| Rental income from ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries | 35,707 | 36,728 | 5,413 | |||||||||
| Rental income from ZTO Supply Chain Management Co., Ltd. and its subsidiaries | 21,191 | 34,022 | 5,014 | |||||||||
| Others | 1,302 | 1,527 | 225 | |||||||||
| 58,200 | 72,277 | 10,652 | ||||||||||
| Other income: | ||||||||||||
| Interest Income derived from Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd | 8,058 | 8,019 | 1,182 | |||||||||
| Others | 1,341 | 1,599 | 236 | |||||||||
| 9,399 | 9,618 | 1,418 | ||||||||||
| 38 |
| (b) | The Group had the following balances with its related parties: |
| As of | ||||||||||||
| December 31, 2025 |
As of June 30, 2026 | |||||||||||
| RMB | RMB | US$ | ||||||||||
| (Audited) | (Unaudited) | (Unaudited) | ||||||||||
| Amounts due to related parties | ||||||||||||
| TUXI LMS Limited(1) | – | 448,500 | 66,101 | |||||||||
| TUXI WJL Limited(1) | – | 103,500 | 15,254 | |||||||||
| Shanghai Mingyu Barcode Technology Ltd. | 32,560 | 31,008 | 4,570 | |||||||||
| ZTO Supply Chain Management Co., Ltd. and its subsidiaries(2) | 744,909 | 26,887 | 3,963 | |||||||||
| ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries | 7,709 | 5,273 | 777 | |||||||||
| ZTO Yunleng Network Technology (Zhejiang) Co., LTD and its subsidiaries | 244 | 437 | 64 | |||||||||
| Others | 11,238 | 11,187 | 1,649 | |||||||||
| Total | 796,660 | 626,792 | 92,378 | |||||||||
| (1) | On June 22, 2026, Rappy Holding Limited, a wholly-owned subsidiary of ZTO Express (Cayman) Inc., entered into a Share Purchase Agreement with the remaining non-controlling shareholders of TuXi Tech (Cayman) Inc. (the “TuXi Tech”) to acquire the remaining 36.20% equity interest in TuXi Tech for an aggregate consideration of RMB1,305 million. As a result upon completion, TuXi Tech became a wholly-owned subsidiary of the Company and the financial results of TuXi Tech continued to be consolidated into those of ZTO. As of June 30, 2026, the consideration was not paid. Since the sellers TUXI LMS Limited and TUXI WJL Limited are related parties of the Company, as of June 30, 2026, consideration payable to TUXI LMS Limited and TUXI WJL Limited was recorded in Amount due to related parties, and consideration payable to third party sellers were recorded in Other current liabilities, respectively. Therefore, these amounts are non-trade, interest free and payable on demand. |
| (2) |
In December 2025, the Company received RMB686,293 from ZTO Freight as part of a group-level reorganization arrangement, representing the return of its original investment amount in ZTO Freight. The Company subsequently made a corresponding investment in ZTO LTL in early 2026. Through a series of contractual agreements entered into contemporaneously with ZTO Freight’s shareholders, the Company’s economic interest in the ZTO LTL group remained unchanged throughout the arrangement. The amount received was fully paid as of June 30, 2026.
The remaining balance of amounts due to related parties mainly consisted of accounts payable to related parties for transportation, waybill material and deposits as of December 31, 2025 and June 30, 2026, respectively. |
| 39 |
Trade related amounts due to related parties are normally settled within one year.
| As of | ||||||||||||
| December 31, 2025 |
As of June 30, 2026 | |||||||||||
| RMB | RMB | US$ | ||||||||||
| (Audited) | (Unaudited) | (Unaudited) | ||||||||||
| Amounts due from related parties | ||||||||||||
| ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries (1) | 81,176 | 82,309 | 12,131 | |||||||||
| Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd. (2) | 375,417 | 383,917 | 56,582 | |||||||||
| ZTO Supply Chain Management Co., Ltd. | 304 | 403 | 59 | |||||||||
| Others | 20,968 | 140,359 | 20,687 | |||||||||
| Total | 477,865 | 606,988 | 89,459 | |||||||||
| (1) | The amount comprised the three-month factoring loan to this related party with 6.34 % and 6.34% annualized interest rate for the year ended December 31, 2025 and six months ended June 30, 2026, respectively, accounts receivable generated from the express delivery service provided by the Company and other receivables generated from the property leasing service provided by the Company. The balance of loan was RMB46,884 and RMB49,530 (unaudited) as of December 31, 2025 and June 30, 2026, respectively. |
| (2) | The amount comprised a loan to this related party with 5.0% annualized interest rate for a term of 36 months from December 4, 2023 to December 3, 2026. This loan is an extension of the original three-year loan with 7.2% annualized interest rate. Mr. Jilei Wang, the Director of the Company, is the guarantor of this extended loan. In December 2024, Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd paid the RMB100,000 principal and RMB5,000 interest in advance. In January 2025, Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd paid the RMB60,000 principal and RMB3,292 interest in advance. The balance of principal was RMB340,000 and RMB340,000 (unaudited) as of December 31, 2025 and June 30, 2026 and interest receivable was RMB35,417 and RMB43,917 (unaudited) as of December 31, 2025 and June 30, 2026, respectively. |
Trade related amounts due from related parties are normally settled within one year.
| 40 |
| 10. | CONVERTIBLE SENIOR NOTES |
On February 9, 2026, the Company issued US$1,500,000 of Convertible Senior Notes (“the Notes”). The Notes will mature on March 1, 2031 and bear interest at a rate of 0.925% per year, payable semiannually in arrears on March 1 and September 1 of each year, beginning on September 1, 2026.
Holders of the Notes have the option to convert the Notes, in integral multiples of US$1,000 principal amount, at any time prior to the close of business on the fifth scheduled trading day immediately preceding the maturity date. The Notes can be converted into the Company’s Ordinary Shares at an initial conversion rate of 32.3130 of the Company’s Ordinary Shares per US$1,000 principal amount of the Notes (equivalent to an initial conversion price of US$30.9473 per Ordinary Share). The conversion rate is subject to customary adjustments upon the occurrence of certain events, such as the payment of dividends. Upon conversion, the Company will pay or deliver, as the case may be, cash, Ordinary Shares, or a combination of cash and Ordinary Shares, at its selection.
The holders may require the Company to repurchase for cash all or part of the Notes on March 1, 2029 (the “repurchase date”) at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the relevant repurchase date.
The Company did not identify any embedded features that are subject to separate accounting. The conversion option meets the scope exception for derivative accounting as it is indexed to the Company’s own stock and classified in stockholders’ equity. Other embedded features are considered clearly and closely related to the debt host with no separate accounting required.
Therefore, the Company accounted for the Notes as a single liability under convertible senior note, non-current. Issuance costs related to the Notes were recorded in unaudited condensed consolidated balance sheet as a direct deduction from the principal amount of the Notes, and the discount caused by issuance cost is amortized over the period from February 9, 2026, the date of issuance, to March 1, 2029, the first put date of the Notes, using the effective interest method.
On February 9, 2026, the Company recorded the convertible senior notes as a long-term liability at face value (RMB10,380,000 or US$1,500,000) net of issuance costs (RMB126,090 or US$18,221).
Capped Call Options
In connection with the Notes, the Company entered into privately-negotiated capped call transactions indexed to its own ordinary shares with certain financial institutions based on the total offering US$1,500,000 of Convertible Senior Notes to reduce the potential dilution to existing shareholders of the Company upon conversion of the Notes. The cap price of the capped call transactions is initially US$35.9906 per Ordinary Share, and is subject to adjustment under the terms of the capped call transactions. The total premium paid by the Company for the capped call options was RMB531,772 (equivalently US$76,950). The capped call options are classified as stockholders’ equity and carried at the acquisition cost.
In connection with the issuance of the 2022 Notes, the Company entered into capped call option transactions with some of the initial purchasers or their affiliates (the “Option Counterparties”) to reduce the potential dilution to existing shareholders of the Company upon conversion of the 2022 Notes. In February 2026, the Company and Option Counterparties terminated these capped call transactions before the maturity date of convertible notes on September 1, 2027 with the settlement amount of RMB163,615 (equivalently US$23,637), which was received by the Company in February 2026. The settlement amount of RMB163,615 (equivalently US$23,637) was recorded as an increase to additional paid-in capital.
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| 11. | REPURCHASE OF ORDINARY SHARES |
As approved by the Board, for the six months period ended June 30, 2026, the Company has repurchased an aggregate of 31,788,692 ordinary shares amounted US$740.4 million (equivalent to RMB5,107 million), including repurchase commissions.
| 12. | DIVIDENDS |
On March 18, 2025, a cash dividend in respect of the six months ended December 31, 2024 of US$0.35 per ordinary share, in an aggregate amount of US$279,913 (RMB2,023,602), had been approved by the board of directors of the Company.
On August 19, 2025, an interim dividend in respect of the six months ended 30 June 2025 of US$0.30 per ordinary share, in an aggregate amount of US$239,926 (RMB1,718,732), had been approved by the Board of directors of the Company.
On March 17, 2026, a cash dividend in respect of the six months ended December 31, 2025 of US$0.39 per ordinary share, in an aggregate amount of US$299,462 (RMB2,058,508), had been approved by the board of directors of the Company.
The above dividends in respect of the years ended December 31, 2024 and 2025 were paid to shareholders of record as of designated record dates.
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PUBLICATION OF THE INTERIM RESULTS ANNOUNCEMENT AND INTERIM REPORT
This interim results announcement is published on the websites of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and the Company (https://zto.investorroom.com/). The interim report of the Company for the six months ended June 30, 2026 will be made available for review on the same websites in due course.
DEFINITIONS
In this announcement, the following expressions shall have the following meanings unless the context indicates otherwise:
| “2024 Plan” | the Company’s share incentive plan adopted on March 19, 2024 as amended from time to time |
| “ADS(s)” | American depositary share(s) (each representing one Class A ordinary share of the Company) |
| “associate(s)” | has the meaning ascribed to it under the Listing Rules |
| “Audit Committee” | the audit committee of the Board |
| “Auditor” | Deloitte Touche Tohmatsu, the independent auditor of the Company |
| “Board” | the board of Directors |
| “CG Code” | the Corporate Governance Code as set out in Appendix C1 to the Listing Rules |
| “China” or “PRC” | the People’s Republic of China |
| “Class A ordinary shares” | Class A ordinary shares of the share capital of the Company with a par value of US$0.0001 each, giving a holder of a Class A ordinary share one vote per share on any resolution tabled at the Company’s general meeting |
| “Class B ordinary shares” | Class B ordinary shares of the share capital of the Company with a par value of US$0.0001 each, conferring weighted voting rights in the Company such that a holder of a Class B ordinary share is entitled to 10 votes per share on any resolution tabled at the Company’s general meeting |
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| “Company” or “ZTO” | ZTO Express (Cayman) Inc., a company incorporated in the Cayman Islands on April 8, 2015 as an exempted company and, where the context requires, its subsidiaries and consolidated affiliated entities from time to time |
| “Contractual Arrangements” | variable interest entity structure and, where the context requires, the agreements underlying the structure, which the Company relies on to provide mail delivery services in China mainly through its consolidated affiliated entities and subsidiaries |
| “Director(s)” | the director(s) of the Company |
| “ESG” | environmental, social and governance |
| “Group”, “the Group”, “we” or “us” | the Company and its subsidiaries and consolidated affiliated entities from time to time |
| “HK$” | Hong Kong dollars, the lawful currency of Hong Kong |
| “Hong Kong” or “HK” | the Hong Kong Special Administrative Region of the People’s Republic of China |
| “Hong Kong Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Listing Rules” | the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time |
| “Model Code” | the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 to the Listing Rules |
| “NYSE” | New York Stock Exchange |
| “ordinary share(s)” | Class A and Class B ordinary share(s) of the Company, par value US$0.0001 per share |
| “Reporting Period” | the six months ended June 30, 2026 |
| “RMB” or “Renminbi” | Renminbi yuan, the lawful currency of China |
| “Share(s)” | the Class A ordinary shares and Class B ordinary shares in the share capital of the Company, as the context so requires |
| “Shareholder(s)” | holder(s) of the Share(s) |
| “subsidiary(ies)” | has the meaning ascribed to it under the Listing Rules |
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| “U.S.” | the United States of America, its territories, its possessions and all areas subject to its jurisdiction |
| “US$” or “U.S. dollars” | United States dollars, the lawful currency of the United States |
| “U.S. GAAP” | accounting principles generally accepted in the United States |
| “weighted voting right” or “WVR” | has the meaning ascribed to it under the Listing Rules |
| “ZTO ES” | Zto Es Holding Limited, a company incorporated in the British Virgin Islands |
| “%” | per cent |
| By order of the Board | |
| ZTO Express (Cayman) Inc. | |
| Meisong LAI | |
| Chairman |
Hong Kong, August 19, 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, Ms. Fang XIE and Mr. Wei ZHU as independent non-executive directors.
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