Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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 2024

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 2024 Unaudited Financial Results

Exhibit 99.2 – Interim Results Announcement for the Six Months Ended June 30, 2024

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 21, 2024

Exhibit 99.1

ZTO Reports Second Quarter 2024 Unaudited Financial Results

Robust Profitable Growth amidst Consumption Mix-shift

Adjusted Net Income Grew 10.9% to RMB2.8 Billion

US$0.35 per Share Interim Dividend Announced

SHANGHAI, Aug. 20, 2024/PRNewswire/ - ZTO Express (Cayman) Inc. (NYSE: ZTO and SEHK: 2057), a leading and fast-growing express delivery company in China (“ZTO” or the “Company”), today announced its unaudited financial results for the second quarter ended June 30, 2024^[1]. The Company grew parcel volume by 10.1% year over year while maintaining high quality of service and customer satisfaction. Adjusted net income increased 10.9%^[2] to reach RMB2.8 billion. Cash generated from operating activities was RMB3.5 billion.

Second Quarter 2024 Financial Highlights

	·	Revenues were RMB10,726.0 million (US$1,475.9 million), an increase of 10.1% from RMB9,740.3 million in the same period of 2023.
	·	Gross profit was RMB3,620.5 million (US$498.2 million), an increase of 9.6% from RMB3,304.4 million in the same period of 2023.
	·	Net income was RMB2,614.0 million (US$359.7 million), an increase of 3.3% from RMB2,530.2 million in the same period of 2023.
	·	Adjusted EBITDA^[3] was RMB4,339.7 million (US$597.2 million), an increase of 11.7% from RMB3,883.9 million in the same period of 2023.
	·	Adjusted net income was RMB2,805.7 million (US$386.1 million), an increase of 10.9% from RMB2,531.0 million in the same period of 2023.
	·	Basic and diluted net earnings per American depositary share (“ADS”^[4]) were RMB3.24 (US$0.45) and RMB3.16 (US$0.43), an increase of 3.2% and 2.9% from RMB3.14 and RMB3.07 in the same period of 2023, respectively.
	·	Adjusted basic and diluted earnings per American depositary share attributable to ordinary shareholders^[5] were RMB3.48 (US$0.48) and RMB3.38 (US$0.47), an increase of 10.8% and 10.1% from RMB3.14 and RMB3.07 in the same period of 2023, respectively.
	·	Net cash provided by operating activities was RMB3,480.1 million (US$478.9 million), compared with RMB3,761.6 million in the same period of 2023.

Operational Highlights for Second Quarter 2024

	·	Parcel volume was 8,452 million, an increase of 10.1% from 7,677 million in the same period of 2023.
	·	Number of pickup/delivery outlets was over 31,000 as of June 30, 2024.
	·	Number of direct network partners was over 6,000 as of June 30, 2024.
	·	Number of self-owned line-haul vehicles was approximately 10,000 as of June 30, 2024.
	·	Out of the approximately 10,000 self-owned trucks, over 9,200 were high capacity 15 to 17-meter-long models as of June 30, 2024, compared to over 9,300 as of June 30, 2023.
	·	Number of line-haul routes between sorting hubs was over 3,800 as of June 30, 2024, compared to approximately 3,800 as of June 30, 2023.
	·	Number of sorting hubs was 96 as of June 30, 2024, among which 90 are operated by the Company and 6 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 investment 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 investment 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, “For the second quarter this year, we continued to advance our re-balanced strategy that prioritizes quality over quantity by enhancing volume mix, improving operational efficiencies, helping to reduce last mile delivery costs, and increase profitability for outlets and couriers. With 8.5 billion parcels, our market share decreased 2.0 points to 19.6%, and our adjusted earnings increased 10.9% to 2.8 billion. We are on track to double the retail volume by the end of the year, aiming to gradually but steadfastly differentiate ourselves from the rest of the “Tongda” in brand recognition and customer satisfaction, and further our leadership in profitable growth.”

Mr. Lai added, “China express delivery industry maintained relatively high growth, however, competition remained intense, the industry is under increased pressure. It is crucial for us to ensure fairness and maintain stability across the network. Our last-mile initiatives to drive up the ratio of retail parcel pickup to delivery will provide opportunities for franchise and couriers to earn more and ultimately provide greater pricing advantage for the front end in the long run.”

Ms. Huiping Yan, Chief Financial Officer of ZTO, commented, “Core express ASP was flat at 1.24 while the impact of volume incentives and average parcel weight decline were offset by increases in non-ecommerce parcel mix. Combined unit sorting and transportation cost decreased 2 cents mainly driven by improvements in fleet operations with better resource utilizations. SG&A as a percentage of revenue remained stable at approximately 5.5%. Cash flow from operating activities was 3.5 billion, and capital spending was 1.3 billion.”

Ms. Yan added, “Volume is not unimportant because it enables scale-leverage. We are getting better at weighing risks and opportunities in order to achieve appropriate level of profit and maximize value creation. We are reiterating our 2024 volume growth guidance of 15% to 18%. Strengthening long-term competitive advantage, breaking away from homogenized product offering that is conducive for unproductive price competition and building healthier and stronger partner-network and entrepreneurial courier excellence will prepare us for the vast opportunities ahead the logistic industry.”

Second Quarter 2024 Unaudited Financial Results

	Three Months Ended June 30,					Six Months Ended June 30,
	2023		2024			2023		2024
	RMB	%	RMB	US$	%	RMB	%	RMB	US$	%

	(in thousands, except percentages)
Express delivery services	8,998,444	92.4	9,875,923	1,358,972	92.1	17,387,187	92.9	19,116,095	2,630,462	92.4
Freight forwarding services	238,872	2.5	233,242	32,095	2.2	431,597	2.3	435,989	59,994	2.1
Sale of accessories	467,778	4.8	580,422	79,869	5.4	836,616	4.5	1,065,484	146,615	5.2
Others	35,230	0.3	36,377	5,006	0.3	68,163	0.3	68,402	9,413	0.3
Total revenues	9,740,324	100.0	10,725,964	1,475,942	100.0	18,723,563	100.0	20,685,970	2,846,484	100.0

Total Revenues were RMB10,726.0 million (US$1,475.9 million), an increase of 10.1% from RMB9,740.3 million in the same period of 2023. Revenue from the core express delivery business increased by 10.4% compared to the same period of 2023 as a result of a 10.1% growth of parcel volume and stable parcel unit price. KA revenue including delivery fees from direct sales organizations, established to serve core express KA customers, increased by 73.9% as the proportion of higher-value customers continue to increase. Revenue from freight forwarding services decreased by 2.4% compared to the same period of 2023. Revenue from sales of accessories, largely consisted of sales of thermal paper used for digital waybills' printing, increased by 24.1%. Other revenues were mainly derived from financing services.

	Three Months Ended June 30,					Six Months Ended June 30,
	2023		2024			2023		2024
	RMB	% of revenues	RMB	US$	% of revenues	RMB	% of revenues	RMB	US$	% of revenues

	(in thousands, except percentages)
Line-haul transportation cost	3,199,832	32.9	3,283,123	451,773	30.6	6,381,652	34.1	6,654,616	915,706	32.2
Sorting hub operating cost	1,934,666	19.9	2,227,670	306,538	20.8	3,948,037	21.1	4,395,871	604,892	21.3
Freight forwarding cost	222,272	2.3	216,724	29,822	2.0	405,244	2.2	405,106	55,744	2.0
Cost of accessories sold	126,700	1.3	160,093	22,030	1.5	234,128	1.3	293,140	40,337	1.4
Other costs	952,429	9.7	1,217,877	167,585	11.3	1,926,669	10.2	2,314,675	318,510	11.1
Total cost of revenues	6,435,899	66.1	7,105,487	977,748	66.2	12,895,730	68.9	14,063,408	1,935,189	68.0

Total cost of revenues was RMB7,105.5 million (US$977.7 million), an increase of 10.4% from RMB6,435.9 million in the same period last year.

Line haul transportation cost was RMB3,283.1 million (US$451.8 million), an increase of 2.6% from RMB3,199.8 million in the same period last year. The unit transportation cost decreased 6.8% or 3 cents mainly attributable to better economies of scale, optimized line-haul route planning and improved load rate.

Sorting hub operating cost was RMB2,227.7million (US$306.5 million), an increase of 15.1% from RMB1,934.7 million in the same period last year. The increase primarily consisted of (i) RMB154.6 million (US$21.3 million) increase in labor-associated costs, a net result of wage increases partially offset by automation-driven efficiency improvements and (ii) RMB73.9 million (US$10.2 million) increase in depreciation and amortization costs associated with expansion of automation equipment and facility upgrades to further improve the transit efficiency. As a result, sorting hub operating cost per unit increased 4.6% or 1 cent. As of June 30, 2024, there were 515 sets of automated sorting equipment in service, compared to 460 sets as of June 30, 2023.

Cost of accessories sold was RMB160.1 million (US$22.0 million), increased 26.4% compared with RMB126.7 million in the same period last year.

Other costs were RMB1,217.9 million (US$167.6 million), an increase of 27.9% from RMB952.4 million in the same period last year. The increase was mainly driven by RMB338.3 million (US$46.6 million) increase in costs associated with serving higher-value enterprise customers, level of which is consistent with related revenue increases.

Gross Profit was RMB3,620.5 million (US$498.2 million), increased by 9.6% from RMB3,304.4 million in the same period last year. Gross margin rate was 33.8% compared to 33.9% in the same period last year.

Total Operating Expenses were RMB405.3 million (US$55.8 million), compared to RMB425.7 million in the same period last year.

Selling, general and administrative expenses were RMB593.0 million (US$81.6 million), increased by 17.5% from RMB504.6 million in the same period last year, mainly due to the increases of compensation and benefits.

Other operating income, net was RMB187.7 million (US$25.8 million), compared to RMB79.0 million in the same period last year. Other operating income mainly consisted of (i) RMB147.1 million (US$20.2 million) of government subsidies and tax rebates, and (ii) RMB40.6 million (US$5.6 million) of rental and other income.

Income from operations was RMB3,215.2 million (US$442.4 million), an increase of 11.7% from RMB2,878.8 million for the same period last year. Operating margin rate increased to 30.0% from 29.6% in the same period last year.

Interest income was RMB288.1 million (US$39.6 million), compared with RMB167.1 million in the same period last year.

Interest expenses was RMB115.9 million (US$15.9 million), compared with RMB72.2 million in the same period last year.

Gain from fair value changes of financial instruments was RMB54.9 million (US$7.5 million), compared with a gain of RMB51.6 million in the same period last year. Such gain or loss from fair value changes of the financial instruments are quoted by commercial banks according to market-based estimation of future redemption prices.

Impairment of investment in equity investee was RMB194.5 million (US$26.8 million). Such provision for impairment charge was related to the Company’s investment in Zhejiang Yizhan Network Technology Co., Ltd.(浙江驛棧網絡科技有限公司), a subsidiary of Cainiao Smart Logistics Network Ltd.(菜鳥智慧物流網絡有限公司).

Income tax expenses were RMB665.0 million (US$91.5 million) compared to RMB575.6 million in the same period last year. Overall income tax rate increased by 1.8 percentage points year over year mainly due to RMB54.0 million accrual of withholding tax on distributable earnings planned for dividend payment to ZTO Express (Hong Kong) Limited attributable for the second quarter.

Net income was RMB 2,614.0 million (US$359.7 million), which increased by 3.3% from RMB2,530.2 million in the same period last year.

Basic and diluted earnings per ADS attributable to ordinary shareholders were RMB3.24 (US$0.45) and RMB3.16 (US$0.43), compared to basic and diluted earnings per ADS of RMB3.14 and RMB3.07 in the same period last year, respectively.

Adjusted basic and diluted earnings per ADS attributable to ordinary shareholders were RMB3.48 (US$0.48) and RMB3.38 (US$0.47), compared with RMB3.14 and RMB3.07 in the same period last year, respectively.

Adjusted net income was RMB2,805.7 million (US$386.1 million), compared with RMB2,531.0 million during the same period last year.

EBITDA^[1] was RMB4,150.1 million (US$571.1 million), compared with RMB3,883.1 million in the same period last year.

Adjusted EBITDA was RMB4,339.7 million (US$597.2 million), compared to RMB3,883.9 million in the same period last year.

Net cash provided by operating activities was RMB3,480.1 million (US$478.9 million), compared with RMB3,761.6 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.

Declaration of Interim Dividend Payment

The board of directors (the "Board") has approved an interim cash dividend of US$0.35 per ADS and ordinary share for the six months ended June 30, 2024, to holders of its ordinary shares and ADSs as of the close of business on September 10, 2024. The dividend payment represents a 40% dividend payout ratio. For holders of Class A and Class B ordinary shares, in order to qualify for entitlement to the dividend, all valid documents for the transfer of shares accompanied by the relevant share certificates must be lodged for registration with the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on September 10, 2024 (Hong Kong Time). The payment date is expected to be October 10,2024 for holders of Class A and Class B ordinary shares, and October 17,2024 for holders of ADSs.

Business Outlook

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

Exchange Rate

This announcement contains translation of certain Renminbi amounts into U.S. dollars at specified rates solely for the convenience of readers. Unless otherwise noted, all translations from Renminbi to U.S. dollars were made at the exchange rate of RMB7.2672 to US$1.00, the noon buying rate on June 28,2024 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 ZTO’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. The Company believes that EBITDA, adjusted EBITDA, adjusted net income, adjusted net income attributable to ordinary shareholders and adjusted basic and diluted earnings per American depositary share attributable to ordinary shareholders provide useful information about its operating results, enhance the overall understanding of its past performance and future prospects and allow for greater visibility with respect to key metrics used by ZTO’s management in its financial and operational decision-making.

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

Conference Call Information

ZTO’s management team will host an earnings conference call at 8:30 PM U.S. Eastern Time on Tuesday, August 20, 2024 (8:30 AM Beijing Time on August 21, 2024).

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
Singapore:	800-120-5863
International:	1-412-317-6061
Passcode:	6523012

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 27, 2024:

United States:	1-877-344-7529
International:	1-412-317-0088
Passcode:	9226740

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 report 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,
	2023		2024				2023		2024
	RMB		RMB		US$		RMB		RMB		US$

	(in thousands, except for share and per share data)
Revenues	9,740,324		10,725,964		1,475,942		18,723,563		20,685,970		2,846,484
Cost of revenues	(6,435,899	)	(7,105,487	)	(977,748	)	(12,895,730	)	(14,063,408	)	(1,935,189	)
Gross profit	3,304,425		3,620,477		498,194		5,827,833		6,622,562		911,295
Operating (expenses)/income:
Selling, general and administrative	(504,607	)	(592,978	)	(81,596	)	(1,291,214	)	(1,489,619	)	(204,978	)
Other operating income, net	78,957		187,698		25,828		292,598		348,955		48,018
Total operating expenses	(425,650	)	(405,280	)	(55,768	)	(998,616	)	(1,140,664	)	(156,960	)
Income from operations	2,878,775		3,215,197		442,426		4,829,217		5,481,898		754,335
Other income/(expenses):
Interest income	167,108		288,077		39,641		259,020		533,098		73,357
Interest expense	(72,218	)	(115,855	)	(15,942	)	(143,928	)	(199,771	)	(27,489	)
Gain from fair value changes of financial instruments	51,640		54,862		7,549		207,213		97,582		13,428
Loss/(gain) on disposal of equity investees, subsidiary and others	(764	)	11,683		1,608		(764	)	12,134		1,670
Impairment of investment in equity investee	-		(194,452	)	(26,757	)	-		(672,816	)	(92,583	)
Foreign currency exchange gain before tax	81,134		15,178		2,089		70,921		20,562		2,829
Income before income tax, and share of loss in equity method	3,105,675		3,274,690		450,614		5,221,679		5,272,687		725,547
Income tax expense	(575,585	)	(665,011	)	(91,509	)	(1,030,592	)	(1,231,316	)	(169,435	)
Share of gain in equity method investments	123		4,318		594		3,947		20,373		2,803
Net income	2,530,213		2,613,997		359,699		4,195,034		4,061,744		558,915
Net loss/(income) attributable to non- controlling interests	10,991		(2,195	)	(302	)	16,506		(23,896	)	(3,288	)
Net income attributable to ZTO Express (Cayman) Inc.	2,541,204		2,611,802		359,397		4,211,540		4,037,848		555,627
Net income attributable to ordinary shareholders	2,541,204		2,611,802		359,397		4,211,540		4,037,848		555,627
Net earnings per share attributed to ordinary shareholders
Basic	3.14		3.24		0.45		5.21		5.01		0.69
Diluted	3.07		3.16		0.43		5.10		4.90		0.67
Weighted average shares used in calculating net earnings per ordinary share/ADS
Basic	808,967,248		806,668,101		806,668,101		808,916,820		805,806,731		805,806,731
Diluted	840,176,316		839,697,501		839,697,501		840,125,888		838,836,131		838,836,131
Net income	2,530,213		2,613,997		359,699		4,195,034		4,061,744		558,915
Other comprehensive income/(loss), net of tax of nil:
Foreign currency translation adjustment	(161,168	)	(35,230	)	(4,848	)	(141,897	)	(117,560	)	(16,177	)
Comprehensive income	2,369,045		2,578,767		354,851		4,053,137		3,944,184		542,738
Comprehensive loss/(income) attributable to non-controlling interests	10,991		(2,195	)	(302	)	16,506		(23,896	)	(3,288	)
Comprehensive income attributable to ZTO Express (Cayman) Inc.	2,380,036		2,576,572		354,549		4,069,643		3,920,288		539,450

Unaudited Consolidated Balance Sheets Data:

	As of
	December 31,			June 30,
	2023			2024
	RMB			RMB			US$

	(in thousands, except for share data)
ASSETS
Current assets:
Cash and cash equivalents		12,333,884			10,542,131			1,450,646
Restricted cash		686,568			22,253			3,062
Accounts receivable, net		572,558			687,792			94,643
Financing receivables		1,135,445			1,070,565			147,315
Short-term investment		7,454,633			9,898,796			1,362,120
Inventories		28,074			28,095			3,866
Advances to suppliers		821,942			860,573			118,419
Prepayments and other current assets		3,772,377			4,657,146			640,845
Amounts due from related parties		148,067			170,038			23,398
Total current assets		26,953,548			27,937,389			3,844,314
Investments in equity investee		3,455,119			2,095,453			288,344
Property and equipment, net		32,181,025			33,180,203			4,565,748
Land use rights, net		5,637,101			5,780,463			795,418
Intangible assets, net		23,240			20,141			2,771
Operating lease right-of-use assets		672,193			521,130			71,710
Goodwill		4,241,541			4,241,541			583,655
Deferred tax assets		879,772			846,558			116,490
Long-term investment		12,170,881			14,034,434			1,931,202
Long-term financing receivables		964,780			1,000,306			137,647
Other non-current assets		701,758			931,597			128,192
Amounts due from related parties-non current		584,263			514,583			70,809
TOTAL ASSETS		88,465,221			91,103,798			12,536,300
LIABILITIES AND EQUITY
Current liabilities
Short-term bank borrowing		7,765,990			10,390,800			1,429,822
Accounts payable		2,557,010			2,200,315			302,773
Advances from customers		1,745,727			1,643,280			226,123
Income tax payable		333,257			317,156			43,642
Amounts due to related parties		234,683			154,446			21,252
Operating lease liabilities		186,253			154,257			21,226
Dividends payable		1,548			20,616			2,837
Other current liabilities		7,236,716			7,208,199			991,881
Total current liabilities		20,061,184			22,089,069			3,039,556
Non-current operating lease liabilities		455,879			328,909			45,259
Deferred tax liabilities		638,200			495,408			68,170
Convertible bond		7,029,550			7,216,538			993,029
TOTAL LIABILITIES		28,184,813			30,129,924			4,146,014
Shareholders’ equity
Ordinary shares (US$0.0001 par value; 10,000,000,000 shares authorized; 812,866,663 shares issued and 804,719,252 shares outstanding as of December 31, 2023; 812,866,663 shares issued and 806,668,101 shares outstanding as of June 30, 2024)		525			525			72
Additional paid-in capital		24,201,745			24,477,250			3,368,182
Treasury shares, at cost		(510,986	)		(377,156	)		(51,898	)
Retained earnings		36,301,185			36,634,344			5,041,054
Accumulated other comprehensive loss		(190,724	)		(308,284	)		(42,421	)
ZTO Express (Cayman) Inc. shareholders’ equity		59,801,745			60,426,679			8,314,989
Noncontrolling interests		478,663			547,195			75,297
Total Equity		60,280,408			60,973,874			8,390,286
TOTAL LIABILITIES AND EQUITY		88,465,221			91,103,798			12,536,300

Summary of Unaudited Consolidated Cash Flow Data:

	Three Months Ended June 30,						Six Months Ended June 30,
	2023		2024				2023		2024
	RMB		RMB		US$		RMB		RMB		US$

	(in thousands)
Net cash provided by operating activities	3,761,604		3,480,095		478,877		6,499,578		5,511,115		758,355
Net cash used in investing activities	(3,541,559	)	(4,666,289	)	(642,103	)	(9,408,160	)	(7,044,941	)	(969,416	)
Net cash used in by financing activities	(1,974,295	)	(1,103,622	)	(151,863	)	(1,133,723	)	(973,492	)	(133,957	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	104,871		(3,526	)	(485	)	95,934		35,077		4,827
Net decrease in cash, cash equivalents and restricted cash	(1,649,379	)	(2,293,342	)	(315,574	)	(3,946,371	)	(2,472,241	)	(340,191	)
Cash, cash equivalents and restricted cash at beginning of period	10,306,095		12,872,411		1,771,303		12,603,087		13,051,310		1,795,920
Cash, cash equivalents and restricted cash at end of
period	8,656,716		10,579,069		1,455,729		8,656,716		10,579,069		1,455,729

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,
	2023		2024
	RMB		RMB		US$

			(in thousands)
Cash and cash equivalents		7,781,443		10,542,131		1,450,646
Restricted cash, current		851,899		22,253		3,062
Restricted cash, non-current		23,374		14,685		2,021
Total cash, cash equivalents and restricted cash		8,656,716		10,579,069		1,455,729

Reconciliations of GAAP and Non-GAAP Results

	Three Months Ended June 30,					Six Months Ended June 30,
	2023	2024				2023	2024
	RMB	RMB		US$		RMB	RMB		US$

	(in thousands, except for share and per share data)
Net income	2,530,213	2,613,997		359,699		4,195,034	4,061,744		558,915
Add:
Share-based compensation expense ⁽¹⁾	-	6,768		931		254,976	305,155		41,991
Impairment of investment in equity investee ⁽¹⁾	-	194,452		26,757		-	672,816		92,583
Loss/(gain) on disposal of equity investees and subsidiary, net of income taxes	764	(9,496	)	(1,307	)	764	(9,947	)	(1,369	)
Adjusted net income	2,530,977	2,805,721		386,080		4,450,774	5,029,768		692,120

Net income	2,530,213	2,613,997		359,699		4,195,034	4,061,744		558,915
Add:
Depreciation	671,283	720,930		99,203		1,322,968	1,473,049		202,698
Amortization	33,791	34,345		4,726		68,584	68,325		9,402
Interest expenses	72,218	115,855		15,942		143,928	199,771		27,489
Income tax expenses	575,585	665,011		91,509		1,030,592	1,231,316		169,435
EBITDA	3,883,090	4,150,138		571,079		6,761,106	7,034,205		967,939

Add:
Share-based compensation expense	-	6,768		931		254,976	305,155		41,991
Impairment of investment in equity investee	-	194,452		26,757		-	672,816		92,583
Loss/(gain) on disposal of equity investees and subsidiary	764	(11,683	)	(1,608	)	764	(12,134	)	(1,670	)
Adjusted EBITDA	3,883,854	4,339,675		597,159		7,016,846	8,000,042		1,100,843

(1) Net of income taxes of nil

Reconciliations of GAAP and Non-GAAP Results

	Three Months Ended June 30,					Six Months Ended June 30
	2023	2024				2023	2024
	RMB	RMB		US$		RMB	RMB		US$

	(in thousands, except for share and per share data)
Net income attributable to ordinary
shareholders	2,541,204	2,611,802		359,397		4,211,540	4,037,848		555,627
Add:
Share-based compensation expense ⁽¹⁾	-	6,768		931		254,976	305,155		41,991
Impairment of investment in equity investee ⁽¹⁾	-	194,452		26,757		-	672,816		92,583
Loss/(gain) on disposal of equity investees and subsidiary, net of income taxes	764	(9,496	)	(1,307	)	764	(9,947	)	(1,369	)
Adjusted Net income attributable to ordinary shareholders	2,541,968	2,803,526		385,778		4,467,280	5,005,872		688,832

Weighted average shares used in calculating net earnings per ordinary share/ADS
Basic	808,967,248	806,668,101		806,668,101		808,916,820	805,806,731		805,806,731
Diluted	840,176,316	839,697,501		839,697,501		840,125,888	838,836,131		838,836,131

Net earnings per share/ADS attributable to ordinary shareholders
Basic	3.14	3.24		0.45		5.21	5.01		0.69
Diluted	3.07	3.16		0.43		5.10	4.90		0.67

Adjusted net earnings per share/ADS attributable to ordinary shareholders
Basic	3.14	3.48		0.48		5.52	6.21		0.85
Diluted	3.07	3.38		0.47		5.40	6.06		0.83

(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, 2024

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, 2024, together with the comparative figures for the corresponding period in 2023, 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, 2024 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.

FINANCIAL HIGHLIGHTS

	For the Six Months Ended June 30,
	2023			2024			Change (%)
	(Unaudited)			(Unaudited)
	(RMB in thousands, except percentages and per share data)
Revenues		18,723,563			20,685,970			10.5	%
Cost of Revenues		(12,895,730	)		(14,063,408	)		9.1	%
Gross Profit		5,827,833			6,622,562			13.6	%
Net income		4,195,034			4,061,744			(3.2	)%
Net income attributable to ordinary shareholders		4,211,540			4,037,848			(4.1	)%
Non-GAAP Financial Measures:
EBITDA⁽¹⁾		6,761,106			7,034,205			4.0	%
Adjusted EBITDA⁽²⁾		7,016,846			8,000,042			14.0	%
Adjusted net income⁽³⁾		4,450,774			5,029,768			13.0	%
Adjusted net income attributable to ordinary shareholders⁽⁴⁾		4,467,280			5,005,872			12.1	%
Adjusted basic and diluted earnings per ADS attributable to ordinary shareholders⁽⁵⁾
Basic		5.52			6.21			12.5	%
Diluted		5.40			6.06			12.2	%

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

(2)

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

(3)

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

(4)

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

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

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.

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

	For the Six Months Ended June 30,
	2023		2024
	RMB		RMB			US$
	(Unaudited)		(Unaudited)			(Unaudited)
	(in thousands, except for share and per share data)
Net income		4,195,034		4,061,744			558,915
Add:
Share-based compensation expense⁽¹⁾		254,976		305,155			41,991
Impairment of investment in equity investees⁽¹⁾		–		672,816			92,583
Loss/(Gain) on disposal of equity investees and subsidiaries, net of income taxes		764		(9,947	)		(1,369	)

Adjusted net income		4,450,774		5,029,768			692,120

Net income		4,195,034		4,061,744			558,915
Add:
Depreciation		1,322,968		1,473,049			202,698
Amortization		68,584		68,325			9,402
Interest expenses		143,928		199,771			27,489
Income tax expenses		1,030,592		1,231,316			169,435

EBITDA		6,761,106		7,034,205			967,939

Add:
Share-based compensation expense		254,976		305,155			41,991
Impairment of investment in equity investees		–		672,816			92,583
Loss/(Gain) on disposal of equity investees and subsidiaries		764		(12,134	)		(1,670	)

Adjusted EBITDA		7,016,846		8,000,042			1,100,843

(1)	Net of income taxes of nil

	For the Six Months Ended June 30,
	2023		2024
	RMB		RMB			US$
	(Unaudited)		(Unaudited)			(Unaudited)
	(in thousands, except for share and per share data)
Net income attributable to ordinary shareholders		4,211,540		4,037,848			555,627
Add:
Share-based compensation expense⁽¹⁾		254,976		305,155			41,991
Impairment of investment in equity investees⁽¹⁾		–		672,816			92,583
Loss/(Gain) on disposal of equity investees and subsidiaries, net of income taxes		764		(9,947	)		(1,369	)

Adjusted net income attributable to ordinary shareholders		4,467,280		5,005,872			688,832

Weighted average shares used in calculating net earnings per ordinary share/ADS
Basic		808,916,820		805,806,731			805,806,731
Diluted		840,125,888		838,836,131			838,836,131

Net earnings per share/ADS attributable to ordinary shareholders
Basic		5.21		5.01			0.69
Diluted		5.10		4.90			0.67

Adjusted net earnings per share/ADS attributable to ordinary shareholders
Basic		5.52		6.21			0.85
Diluted		5.40		6.06			0.83

(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 2024, we achieved solid financial and operating results as we continue to improve operational efficiency and emphasize profitable growth amidst intensified industry competition. Our revenue increased by 10.5% from RMB18,723.6 million for the six months ended June 30, 2023 to RMB20,686.0 million for the same period in 2024, primarily due to an increase in express delivery demand driven by the growth of online consumption penetration and our mix shift towards higher-value customers.

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 reverse logistic 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 buttress the significant growth of e-commerce in China. We pride ourselves in having established a solid and cohesive network base that covers 99% of cities and counties across China. As of June 30, 2024, we had over 6,000 direct network partners operating over 31,000 pickup and delivery outlets and over 110,000 last-mile posts nationwide.

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

Logistics Infrastructure

Our expansive service network is supported by our mission-critical line-haul transportation and sorting infrastructure. As of June 30, 2024, our logistics infrastructure network comprised 96 sorting hubs with 515 automation lines and over 3,800 line-haul routes serviced by approximately 10,000 self-owned line-haul trucks, out of which more than 9,200 were high capacity 15 to 17-meter-long models.

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

Technology Infrastructure

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

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

The continuous digitization and intelligentization of our operations enable us to address mismatch between volume and delivery capacity, which optimizes dispatch schedules and improves order fulfilment rate, all while lowering our operating costs. Our continued efforts in upgrading our technology infrastructure to promote intelligent logistics have contributed to the decrease in our combined unit cost of sorting and transportation for the six months ended June 30, 2024 compared to the same period in 2023.

Environment, Social and Governance (ESG)

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

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

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

Important Events after the Reporting Period

Save as disclosed in this announcement, no significant events affecting the Group have occurred since the end of the Reporting Period and up to the date of this announcement.

Business Outlook

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

Revenues

	For the Six Months Ended June 30,
	2023		2024		% of revenues
	(Unaudited)		(Unaudited)
	(RMB in thousands, except percentages)
Revenues:
Express delivery services		17,387,187		19,116,095		92.4
Freight forwarding services		431,597		435,989		2.1
Sale of accessories		836,616		1,065,484		5.2
Others		68,163		68,402		0.3

Total revenues		18,723,563		20,685,970		100

Core Express Delivery Business

Revenues from our core express delivery business increased by 10.7% from RMB18,292.0 million for the six months ended June 30, 2023 to RMB20,250.0 million for the same period in 2024 as a result of a 11.8% growth of parcel volume and stable parcel unit price. A substantial part of such revenue is derived from services provided to our network partners, which mainly include parcel sorting and line-haul transportation. We charge our network partners a network transit fee for each parcel that is processed through our network. For the six months ended June 30, 2024, such fees represented 88.3% of our total revenue from express delivery services. The remaining portion of our revenue from express delivery services was derived from enterprise customers, including vertical e-commerce and traditional merchants, in connection with the delivery of their products to end consumers. KA revenue including delivery fees from direct sales organizations, established to serve core express KA customers, increased by 26.2% as a result of expanded higher-value platform customers.

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, 2024, revenue from such services increased by 1.0% compared to the same period in 2023.

Sale of Accessories and Others

Revenue from sale of accessories, largely consisted of sales of thermal paper used for digital waybills’ printing. For the six months ended June 30, 2024, revenue from sale of accessories and others increased by 27.4% compared to the same period in 2023. Other revenues were mainly derived from financing services.

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,
	2023		2024		% of revenues
	(Unaudited)		(Unaudited)
	(RMB in thousands, except percentages)
Line-haul transportation cost		6,381,652		6,654,616		32.2
Sorting hub operating cost		3,948,037		4,395,871		21.3
Freight forwarding cost		405,244		405,106		2.0
Cost of accessories sold		234,128		293,140		1.4
Other costs		1,926,669		2,314,675		11.1

Total cost of revenues		12,895,730		14,063,408		68.0

Total cost of revenues increased by 9.1% from RMB12,895.7 million for the six months ended June 30, 2023 to RMB14,063.4 million for the six months ended June 30, 2024.

·	Line haul transportation cost was RMB6,654.6 million, an increase of 4.3% from RMB6,381.7 million in the same period of 2023. The unit transportation cost decreased by 6.7% or 3 cents mainly attributable to better economies of scale, optimized line-haul route planning and improved load rate.

Sorting hub operating cost was RMB4,395.9 million, an increase of 11.3% from RMB3,948.0 million in the same period of 2023. The increase primarily consisted of (i) RMB223.4 million increase in labor-associated costs, a net result of wage increases partially offset by automation-driven efficiency improvements and (ii) RMB155.0 million increase in depreciation and amortization costs associated with expansion of automation equipment and facility upgrades to further improve the transit efficiency. As of June 30, 2024, 515 sets of automated sorting equipment were in service, compared to 460 sets as of June 30, 2023, which enhanced overall sorting operational efficiencies.

·	Freight forwarding cost was RMB405.1 million, representing a decrease by RMB0.1 million compared with RMB405.2 million in the same period of 2023.

·	Cost of accessories sold was RMB293.1 million, representing an increase by 25.2% compared with RMB234.1 million in the same period of 2023.

Other costs were RMB2,314.7 million, an increase of 20.1% from RMB1,926.7 million in the same period of 2023. The increase was mainly driven by RMB462.6 million increase in costs associated with serving higher-value enterprise customers, level of which is consistent with related revenue increases.

Gross Profit

Gross profit increased by 13.6% from RMB5,827.8 million for the six months ended June 30, 2023 to RMB6,622.6 million for the six months ended June 30, 2024. Our gross profit margin increased to 32.0% for the six months ended June 30, 2024 from 31.1% for the same period of 2023.

Operating Expenses

Total operating expenses increased by 14.2% to RMB1,140.7 million for the six months ended June 30, 2024 from RMB998.6 million for the same period of 2023.

Selling, General and Administrative Expenses. Our selling, general and administrative expenses increased by 15.4% from RMB1,291.2 million for the six months ended June 30, 2023 to RMB1,489.6 million for the six months ended June 30, 2024. The increase primarily consisted of (i) RMB78.4 million in headquarters facility expenses, (ii) RMB70.0 million increase in compensation and benefit expenses, and (iii) RMB31.6 million depreciation and amortization costs associated with administrative equipment and facilities.

Other operating income, net. Our net other operating income increased by 19.3% from RMB292.6 million for the six months ended June 30, 2023 to RMB349.0 million for the six months ended June 30, 2024. Other operating income mainly consisted of (i) RMB266.1 million of government subsidies and tax rebates, and (ii) RMB82.9 million of rental and other income.

Income from Operations

Our income from operations was RMB5,481.9 million for the six months ended June 30, 2024, an increase of 13.5% from RMB4,829.2 million for the same period last year. Operating margin rate increased to 26.5% from 25.8% in the same period last year.

Other Income and Expense

Interest income. Our interest income increased by 105.8% from RMB259.0 million for the six months ended June 30, 2023 to RMB533.1 million for the six months ended June 30, 2024.

Interest expense. Our interest expense increased by 38.8% from RMB143.9 million for the six months ended June 30, 2023 to RMB199.8 million for the six months ended June 30, 2024.

Gain from fair value changes of financial instruments. Our gain from fair value changes of financial instruments was RMB97.6 million for the six months ended June 30, 2024, compared with a gain of RMB207.2 million in the same period last year. Such gain or loss from fair value changes of the financial instruments are quoted by commercial banks according to market-based estimation of future redemption prices.

Impairment of investment in equity investee. Our impairment of investment in equity investee was RMB672.8 million for the six months ended June 30, 2024, mainly due to the following (i) in the first quarter of 2024, Alibaba Group Holding Limited initiated a tender offer to purchase all the outstanding shares of Cainiao Smart Logistics Network Limited (“Cainiao”). The Company has accepted this offer and the deal was closed subsequently in July. The offer price to all shares held by the Company was below the carrying amount, hence a RMB479.9 million impairment of investment was reported during the Reporting Period, and (ii) RMB192.9 million was a provision for impairment charge related to the Company’s investment in Zhejiang Yizhan Network Technology Co., Ltd. (“Yizhan”), a subsidiary of Cainiao.

Foreign currency exchange gain. Our foreign currency exchange gain decreased by 71.0% from RMB70.9 million for the six months ended June 30, 2023 to RMB20.6 million for the six months ended June 30, 2024, mainly due to the appreciation of the onshore U.S. dollar denominated bank deposits against the Chinese Renminbi.

Income Tax Expense

Our income tax expense increased by 19.5% from RMB1,030.6 million for the six months ended June 30, 2023 to RMB1,231.3 million for the six months ended June 30, 2024. Overall income tax rate increased by 3.6 percentage points during the Reporting Period compared to the same period last year, mainly due to (i) RMB98.0 million accrual of withholding tax on distributable earnings planned for dividend payment to ZTO Express (Hong Kong) Limited attributable for the six months ended June 30, 2024, and (ii) RMB479.9 million and RMB192.9 million impairment losses on investment in Cainiao and Yizhan, respectively, which is non-deductible.

Net Income

As a result of the foregoing, our net income decreased by 3.2% from RMB4.2 billion for the six months ended June 30, 2023 to RMB4.1 billion for the six months ended June 30, 2024.

Future Plans for Material Investments or Capital Asset

As of June 30, 2024, we did not have detailed future plans for material investments or capital assets.

Gearing Ratio

As of June 30, 2024, our gearing ratio was 33.1%, compared to 31.9% as of December 31, 2023, 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, 2024, our cash and cash equivalents, restricted cash and short-term investments were RMB10,542.1 million, RMB22.3 million, and RMB9,898.8 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, 2024, approximately 87.7% of our cash and cash equivalents, restricted cash and short-term investments were held by subsidiaries and affiliated entities incorporated in China, and approximately 76.5% of our cash and cash equivalents, restricted cash and short-term investments were denominated in Renminbi.

As of June 30, 2024, we had outstanding principal amount of bank borrowings of RMB10,390.8 million (as of December 31, 2023: RMB7,766.0 million). The weighted average interest rate of borrowings drawn was 1.8% for the six months ended June 30, 2024. All of the bank borrowings of the Group were denominated in RMB and were at fixed interest rate.

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

Significant Investments

We did not make or hold any significant investments during the six months ended June 30, 2024.

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, 2024, we did not pledge any assets of the Group.

Foreign Exchange Risk

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

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

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

As of June 30, 2024, we had RMB4,743.3 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 RMB431.2 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. 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 of June 30, 2024.

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 RMB3.0 billion for the six months ended June 30, 2024 (six months ended June 30, 2023: RMB4.5 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, 2024 amounted to RMB4.4 billion. All of these capital commitments will be fulfilled based on the construction progress.

Employees and Remuneration

As of June 30, 2024, we had a total of 23,906 employees. The following table sets out the breakdown of our own employees by function as of June 30, 2024:

Functional Area	Number of Employees		% of Total
Sorting		7,608		31.8
Transportation		3,578		15.0
Management and Administration		4,569		19.1
Operation Support & Customer Service		6,460		27.0
Technology and Engineering		1,327		5.6
Sales and Marketing		364		1.5

Total		23,906		100.0

In addition to our employees, our workforce also includes over 60,000 outsourced workers, as of June 30, 2024. Our network partners hire their own employees according to their operational needs.

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

Our total remuneration cost of employees of the Group without share based compensation incurred from the six months ended June 30, 2024 was RMB1,717.8 million, as compared to RMB1,576.4 million for the six months ended June 30, 2023.

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.

The Company had in place the 2016 Plan and the cash incentive scheme through ZTO ES. On March 19, 2024, the Board approved and adopted the 2024 Plan effective in March 2024, which does not involve the issue of new shares of the Company. Further details in respect of the 2016 Plan, the 2024 Plan and the cash incentive scheme through ZTO ES are set out in the annual report of the Company for the year ended December 31, 2023.

CORPORATE GOVERNANCE

Compliance with the CG Code

During the six months ended June 30, 2024 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.

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

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

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.

The Audit Committee has reviewed the unaudited condensed consolidated interim results of the Group for the six months ended June 30, 2024 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, 2024 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

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 Lisiting Rules) on the Hong Kong Stock Exchange or NYSE during the six months ended June 30, 2024. The Company did not hold any treasury shares as defined under the Lisiting Rules as at June 30, 2024.

Interim Dividend

The Board has approved an interim dividend of US$0.35 per ADS and ordinary share for the six months ended June 30, 2024, to holders of its ordinary shares and ADSs as of the close of business on September 10, 2024. The dividend payment represents a 40% dividend payout ratio. For holders of Class A and Class B ordinary shares, in order to qualify for entitlement to the dividend, all valid documents for the transfer of shares accompanied by the relevant share certificates must be lodged for registration with the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on September 10, 2024 (Hong Kong Time). The payment date is expected to be October 10, 2024 for holders of Class A and Class B ordinary shares, and October 17, 2024 for holders of ADSs.

Use of proceeds from the Notes Offering

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

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

As of June 30, 2024, we had utilized the above net proceeds as intended as to (i) US$282.1 million for enhancement of the scale and capability of our logistics operations; (ii) US$7.0 million for investment in the logistics ecosystem; and (iii) US$641.2 million for working capital and other general corporate purposes. All the net proceeds from the offering of the 2027 Notes have been utilized as of June 30, 2024.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2023 AND JUNE 30, 2024

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

Notes

As of
December 31,
2023

As of June 30, 2024

RMB

RMB

US$

(Audited)

(Unaudited)

(Note 2(d))

Assets

Current assets

Cash and cash equivalents

12,333,884

10,542,131

1,450,646

Restricted cash

686,568

22,253

3,062

Accounts receivable, net

572,558

687,792

94,643

Financing receivables, net

1,135,445

1,070,565

147,315

Short-term investment

7,454,633

9,898,796

1,362,120

Inventories

28,074

28,095

3,866

Advances to suppliers

821,942

860,573

118,419

Prepayments and other current assets

3,772,377

4,657,146

640,845

Amounts due from related parties

148,067

170,038

23,398

Total current assets

26,953,548

27,937,389

3,844,314

Investments in equity investees

3,455,119

2,095,453

288,344

Property and equipment, net

32,181,025

33,180,203

4,565,748

Land use rights, net

5,637,101

5,780,463

795,418

Intangible assets, net

23,240

20,141

2,771

Operating lease right-of-use assets

672,193

521,130

71,710

Goodwill

4,241,541

4,241,541

583,655

Deferred tax assets

879,772

846,558

116,490

Long-term investment

12,170,881

14,034,434

1,931,202

Long-term financing receivables, net

964,780

1,000,306

137,647

Other non-current assets

701,758

931,597

128,192

Amounts due from related parties-non current

584,263

514,583

70,809

TOTAL ASSETS

88,465,221

91,103,798

12,536,300

LIABILITIES AND EQUITY

Current liabilities

Short-term bank borrowings

7,765,990

10,390,800

1,429,822

Accounts payable

2,557,010

2,200,315

302,773

Advances from customers

1,745,727

1,643,280

226,123

Income tax payable

333,257

317,156

43,642

Amounts due to related parties

234,683

154,446

21,252

Operating lease liabilities, current

186,253

154,257

21,226

Dividends payable

1,548

20,616

2,837

Other current liabilities

7,236,716

7,208,199

991,881

Notes

As of
December 31,
2023

As of June 30, 2024

RMB

RMB

US$

(Audited)

(Unaudited)

(Note 2(d))

Total current liabilities

20,061,184

22,089,069

3,039,556

Non-current operating lease liabilities

455,879

328,909

45,259

Deferred tax liabilities

638,200

495,408

68,170

Convertible senior notes

7,029,550

7,216,538

993,029

TOTAL LIABILITIES

28,184,813

30,129,924

4,146,014

Shareholders’ equity

Ordinary shares (US$0.0001 par value; 10,000,000,000 shares authorized; 812,866,663 shares issued and 804,719,252 shares outstanding as of December 31, 2023; 812,866,663 shares issued and 806,668,101 shares outstanding as of June 30, 2024)

525

525

Additional paid-in capital

24,201,745

24,477,250

3,368,182

Treasury shares, at cost (3,000,000 and 2,256,634 shares as of December 31, 2023 and June 30, 2024, respectively)

(510,986

)

(377,156

)

(51,898

)

Retained earnings

36,301,185

36,634,344

5,041,054

Accumulated other comprehensive loss

(190,724

)

(308,284

)

(42,421

)

ZTO Express (Cayman) Inc. shareholders’ equity

59,801,745

60,426,679

8,314,989

Non-controlling interests

478,663

547,195

75,297

Total Equity

60,280,408

60,973,874

8,390,286

TOTAL LIABILITIES AND EQUITY

88,465,221

91,103,798

12,536,300

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

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2024

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

			Six months ended June 30,
	Notes		2023			2024
			RMB			*RMB*			*US$*
			(Unaudited)			(Unaudited)			(Unaudited)
									(Note 2(d))
Revenues (including related party revenue of RMB413,092 and RMB111,354 for the six months ended June 30, 2023 and 2024, respectively)		2(e)		18,723,563			20,685,970			2,846,484
Cost of revenues (including related party cost of revenues of RMB798,204 and RMB608,562 for the six months ended June 30, 2023 and 2024, respectively)				(12,895,730	)		(14,063,408	)		(1,935,189	)

Gross profit				5,827,833			6,622,562			911,295
Operating (expenses)/income
Selling, general and administrative				(1,291,214	)		(1,489,619	)		(204,978	)
Other operating income, net				292,598			348,955			48,018

Total operating expenses				(998,616	)		(1,140,664)			(156,960	)

Income from operations				4,829,217			5,481,898			754,335
Other income/(expenses)
Interest income				259,020			533,098			73,357
Interest expense				(143,928	)		(199,771	)		(27,489	)
Gain from fair value changes of financial instruments				207,213			97,582			13,428
(Loss)/gain on disposal of equity investees and subsidiaries				(764	)		12,134			1,670
Impairment of investment in equity investee				–			(672,816	)		(92,583	)
Foreign currency exchange gain				70,921			20,562			2,829

			Six months ended June 30,
	Notes		2023			2024
			RMB			*RMB*			*US$*
			(Unaudited)			(Unaudited)			(Unaudited)
										(Note 2(d))
Income before income tax and share of gain in equity method investments				5,221,679			5,272,687			725,547
Income tax expense		6		(1,030,592	)		(1,231,316	)		(169,435	)
Share of gain in equity method investments				3,947			20,373			2,803

Net income				4,195,034			4,061,744			558,915
Net loss/(income) attributable to non-controlling interests				16,506			(23,896	)		(3,288	)

Net income attributable to ZTO Express (Cayman) Inc.				4,211,540			4,037,848			555,627
Net income attributable to ordinary shareholders				4,211,540			4,037,848			555,627

Net earnings per share attributable to ordinary shareholders		8
Basic				5.21			5.01			0.69
Diluted				5.10			4.90			0.67

Weighted average shares used in calculating net earnings per ordinary share
Basic				808,916,820			805,806,731			805,806,731
Diluted				840,125,888			838,836,131			838,836,131

Net income				4,195,034			4,061,744			558,915
Other comprehensive loss, net of tax of nil
Foreign currency translation adjustment				(141,897	)		(117,560	)		(16,177	)

Comprehensive income				4,053,137			3,944,184			542,738
Comprehensive loss/(income) attributable to non-controlling interests				16,506			(23,896	)		(3,288	)

Comprehensive income attributable to ZTO Express (Cayman) Inc.				4,069,643			3,920,288			539,450

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

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2024

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

	ZTO Express (Cayman) Inc. Shareholders’ Equity
	Ordinary shares				Additional paid-in capital		Treasury shares, at cost		Retained earnings		Accumulated other comprehensive (loss)/income		Total		Non- controlling interests		Total Equity
	Number of outstanding shares		RMB		RMB		RMB		RMB		RMB		RMB		RMB		RMB
Balance at January 1, 2023 (Audited)	809,247,109		535		26,717,727		(2,062,530	)	29,459,491		(86,672	)	54,028,551		443,919		54,472,470
Net income	–		–		–		–		4,211,540		–		4,211,540		(16,506	)	4,195,034
Foreign currency translation adjustments	–		–		–		–		–		(141,897	)	(141,897	)	–		(141,897	)
Share-based compensation and ordinary shares issued for share-based compensation (Note 7)	1,413,219		–		230,587		97,169		(72,780	)	–		254,976		–		254,976
Acquisition of non-controlling interests of subsidiaries	–		–		(64,711	)	–		–		–		(64,711	)	–		(64,711	)
Decrease of non-controlling interests from disposal of subsidiaries	–		–		–		–		–		–		–		(94	)	(94	)
Capital contribution from non-controlling interest holders	–		–		–		–		–		–		–		1,930		1,930
Repurchase of ordinary shares (Note 10)	(1,912,982	)	–		–		(328,232	)	–		–		(328,232	)	–		(328,232	)
Cancellation of ordinary shares	–		(7	)	(447,126	)	1,721,346		(1,274,213	)	–		–		–		–
Distribution of dividends (Note 11)	–		–		(2,055,723	)	–		–		–		(2,055,723	)	–		(2,055,723	)

Balance at June 30, 2023 (Unaudited)	808,747,346		528		24,380,754		(572,247	)	32,324,038		(228,569	)	55,904,504		429,249		56,333,753

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

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

Balance at January 1, 2024 (Audited)

804,719,252

525

24,201,745

(510,986

)

36,301,185

(190,724

)

59,801,745

478,663

60,280,408

Net income

–

4,037,848

–

4,037,848

23,896

4,061,744

Foreign currency translation adjustments

–

(117,560

)

(117,560

)

–

(117,560

)

Share-based compensation and ordinary shares issued for share- based compensation (Note 7)

1,948,849

–

275,498

133,830

(104,173

)

–

305,155

–

305,155

Acquisition of non-controlling interests of subsidiaries

–

(10

)

Decrease of non-controlling interests from disposal of subsidiaries

–

(2,630

)

(2,630

)

Capital contribution from non-controlling interest holders

–

47,276

Distribution of dividends (Note 11)

–

(3,600,516

)

–

(3,600,516

)

–

(3,600,516

)

Balance at June 30, 2024 (Unaudited)

806,668,101

525

24,477,250

(377,156

)

36,634,344

(308,284

)

60,426,679

547,195

60,973,874

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2024

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

	Six months ended June 30,
	2023			2024
	RMB			RMB			*US$*
	(Unaudited)			(Unaudited)			(Unaudited)
							(Note 2(d))
Cash flows from operating activities
Net cash provided by operating activities		6,499,578			5,511,115			758,355

Cash flows from investing activities
Purchases of property and equipment		(4,447,207	)		(2,646,799	)		(364,212	)
Purchases of land use rights		(55,248	)		(322,230	)		(44,340	)
Investments in equity investees		–			(51,444	)		(7,079	)
Purchases of short-term investment		(5,681,940	)		(8,019,733	)		(1,103,552	)
Maturity of short-term investment		3,770,911			6,477,127			891,282
Purchases of long-term investment		(4,375,101	)		(3,435,647	)		(472,761	)
Maturity of long-term investment		890,811			736,137			101,296
Net cash received from disposal of equity investees and subsidiaries		123,591			114,958			15,819
Loan to employees		(28,140	)		(65,340	)		(8,991	)
Repayments of loan to employees		135,242			59,811			8,230
Others		258,921			108,219			14,892

Net cash used in investing activities		(9,408,160	)		(7,044,941	)		(969,416	)

Cash flows from financing activities
Proceeds from short-term borrowings		5,913,060			11,560,800			1,590,819
Repayment of short-term borrowings		(4,623,564	)		(8,935,990	)		(1,229,633	)
Repurchase of ordinary shares		(287,835	)		–			–
Capital contribution from non-controlling interest shareholder		1,930			2,060			283
Payment of dividends		(2,072,509	)		(3,600,362	)		(495,426	)
Others		(64,805	)		–			–

Net cash used in financing activities		(1,133,723	)		(973,492	)		(133,957	)

Effect of exchange rate changes on cash, cash equivalents and restricted cash		95,934			35,077			4,827
Net change in cash, cash equivalents and restricted cash		(3,946,371	)		(2,472,241	)		(340,191	)
Cash, cash equivalents and restricted cash at beginning of period
		12,603,087			13,051,310			1,795,920

Cash, cash equivalents and restricted cash at end of period		8,656,716			10,579,069			1,455,729

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 statement of cash flows.

	As of June 30,
	2023		2024
	RMB		RMB		*US$*
	(Unaudited)		(Unaudited)		(Unaudited)
					(Note 2(d))
Cash and cash equivalents		7,781,443		10,542,131		1,450,646
Restricted cash		851,899		22,253		3,062
Restricted cash, non-current ⁽¹⁾		23,374		14,685		2,021

Total cash, cash equivalents, and restricted cash shown in the statements of cash flows		8,656,716		10,579,069		1,455,729

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

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

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2024

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

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.

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 December 31, 2023 and June 30, 2024, results of operations and cash flows for the six months ended June 30, 2023 and 2024. The condensed consolidated balance sheet at December 31, 2023 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, 2023. 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 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 (1) has 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.

(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 US dollars using the then current exchange rates, solely for the convenience of the readers outside the PRC. Translations of the condensed consolidated balance sheet, condensed consolidated statement of comprehensive income and condensed consolidated statement of cash flows from RMB into US dollars as of and for the six months ended June 30, 2024 were calculated at the rate of US$1.00 = RMB7.2672 representing the noon buying rate set forth in the H.10 statistical release of the

U.S. Federal Reserve Board on June 28, 2024. 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, 2024, or at any other rate.

(e)

Revenue recognition

Disaggregation of revenue

	Six months ended June 30,
	2023				2024
	RMB		%		RMB		US$		%
	(Unaudited)				(Unaudited)		(Unaudited)
Express delivery services		17,387,187		92.9		19,116,095		2,630,462		92.4
Freight forwarding services		431,597		2.3		435,989		59,994		2.1
Sale of accessories		836,616		4.5		1,065,484		146,615		5.2
Others		68,163		0.3		68,402		9,413		0.3

Total revenues		18,723,563		100.0		20,685,970		2,846,484		100.0

Contract assets and liabilities

Contract assets include billed and unbilled receivables resulting from in-transit parcels, which were recorded in accounts receivable and not material as of December 31, 2023 and June 30, 2024.

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, 2023 and June 30, 2024.

(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.

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 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, 2023		As of June 30, 2024
	RMB		RMB		US$
	(Audited)		(Unaudited)		(Unaudited)
Accounts receivable, gross	613,541		738,088		101,564
Less: Allowance for credit losses	(40,983	)	(50,296	)	(6,921	)

Total	572,558		687,792		94,643

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, 2023	As of June 30, 2024
	RMB	RMB	US$
	(Audited)	(Unaudited)	(Unaudited)
Within 6 months	450,769	606,696	83,484
Between 6 months and 1 year	57,615	38,209	5,258
Between 1 year and 2 years	49,726	36,948	5,084
More than 2 years	55,431	56,235	7,738

Accounts receivable, gross	613,541	738,088	101,564

4.	PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following:

	As of December 31, 2023		As of June 30, 2024
	RMB		RMB		US$
	(Audited)		(Unaudited)		(Unaudited)
Buildings	21,731,960		22,312,557		3,070,310
Machinery and equipment	8,861,939		9,389,627		1,292,056
Leasehold improvements	1,085,101		1,164,632		160,259
Vehicles	5,642,905		5,531,688		761,186
Furniture, office and electric equipment	922,797		977,166		134,462

Total	38,244,702		39,375,670		5,418,273
Construction in progress	4,929,745		5,998,150		825,373
Accumulated depreciation	(10,916,806	)	(12,121,695	)	(1,668,001	)
Impairment	(76,616	)	(71,922	)	(9,897	)

Property and equipment, net	32,181,025		33,180,203		4,565,748

Depreciation expenses were RMB1,322,968 (unaudited) and RMB1,473,049 (unaudited) for the six months ended June 30, 2023 and 2024, respectively. Loss on disposal of property and equipment were RMB5,217 (unaudited) and RMB58,070 (unaudited) for the six months ended June 30, 2023 and 2024, respectively.

The Company recorded impairment charges of RMB69,997 (unaudited) and RMB22,582 (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, 2023 and 2024, respectively.

5.	ACCOUNTS PAYABLE

An aging analysis of the accounts payable as of December 31, 2023 and June 30, 2024, based on the invoice date or inception date at the end of the reporting period, is as follows:

	As of December 31, 2023	As of June 30, 2024
	RMB	RMB	US$
	(Audited)	(Unaudited)	(Unaudited)
Within 6 months	2,548,617	2,189,748	301,319
Between 6 months and 1 year	4,789	7,654	1,053
Between 1 year and 2 years	1,366	1,441	198
More than 2 years	2,238	1,472	203

Total	2,557,010	2,200,315	302,773

INCOME TAX

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

	Six months ended June 30,
	2023		2024
	RMB		RMB		US$
	(Unaudited)		(Unaudited)		(Unaudited)
Current tax expenses	1,159,643		1,319,902		181,625
Deferred tax	(129,051	)	(88,586	)	(12,190	)

Total	1,030,592		1,231,316		169,435

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, 2023 and 2024 were 19.74% (unaudited) and 23.35% (unaudited), respectively.

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. All shareholder rights associated with these 16 million ordinary shares including but not limited to voting right and dividend right were waived until such time when the economic interests in the ordinary shares are granted to the employees, through transfer of interests in the LLPs. The recipient of limited partnership interests is entitled to indirectly all of the economic rights associated with the underlying ordinary shares of the Group and accordingly, at the direction of the employee, ZTO ES will sell the Group’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 Group’s ordinary shares held by the partnership may be exercised by the general partner of these LLPs. The Group 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 Group.

In March 2023 and 2024, 4,386,320 and 6,027,415 ordinary share units corresponding to 877,264 and 1,205,483 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 RMB158,278 (unaudited) and RMB183,175 (unaudited) based on the market price at US$26.27 and US$21.02 of ordinary shares on the grant date for six months ended June 30, 2023 and 2024, respectively.

2016 Share Incentive Plan

In June 2016, the Board also approved the 2016 share incentive plan (the “2016 Share Incentive Plan”) in order to provide appropriate incentives to directors, executive officers and other employees of the Group. The 2016 Share Incentive Plan were amended and restated in September 2016, the maximum aggregate number of shares which may be issued pursuant to all awards under the 2016 Plan is initially 3,000,000, plus an annual increase, by an amount equal to the least of (i) 0.5% of the total number of shares issued and outstanding on the last day of the immediately preceding fiscal year; (ii) 3,000,000 shares or (iii) such number of shares as may be determined by the Board.

With effect from May 1, 2023, the Company will no longer further increase the scheme limit of the 2016 Share Incentive Plan for the remaining term of the 2016 Share Incentive Plan, and the scheme limit of the 2016 Share Incentive Plan will be capped at the existing size of the share award pool as at December 31, 2022, i.e. 21,000,000 shares; options and awards under the 2016 Share Incentive Plan will be satisfied by the existing shares of the Company issued and reserved for the administration of the 2016 Share Incentive Plan and no new shares will be issued for the share award grants made or to be made pursuant to the 2016 Share Incentive Plan.

Restricted share units

In March 2023 and 2024, the Group granted 535,955 and 743,366 restricted share units (“RSU”) at par value to certain director, executive offices and employees pursuant to the 2016 Share Incentive Plan. These grants are vested immediately upon grant. The Group recorded the share-based compensation of RMB96,698 (unaudited) and RMB112,956 (unaudited) based on the market price of ordinary shares at US$26.27 and US$21.02 on the grant date for the six months ended June 30, 2023 and 2024, respectively.

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 Plan shall be 30,000,000 Class A ordinary shares, subject to adjustment and/or update by the Board.

Share Options

On March 22, 2024, the Group granted 916,200 share options to certain director, 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 fair value of stock options was estimated using the following significant assumptions:

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

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

Weighted

Average

Exercise

Remaining

Aggregate

Price

Contractual

Intrinsic

Number of

US$

Life

Value

Options

per share

Years

US$

Share options outstanding as of January 1, 2024

—

Granted

916,200

Exercised

—

Forfeited

—

Share options outstanding as of June 30, 2024

916,200

21.88

9.73

—

Share options exercisable as of June 30, 2024

916,200

21.88

9.73

—

The total share-based compensation expenses relating to these options was RMB9,024 (unaudited) during the six months ended June 30, 2024. As of June 30, 2024, there was RMB35,480 (unaudited) of unrecognized compensation expense related to unvested share options, which is expected to be recognized over a weighted average period of 2.73 years.

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,

2023

2024

RMB

RMB

US$

(Unaudited)

(Unaudited)

Numerator:

Net income attributable to ordinary shareholders – basic

4,211,540

4,037,848

555,627

Plus: Interest expense of convertible senior notes

73,406

74,977

10,317

Net income attributable to ordinary shareholders – diluted

4,284,946

4,112,825

565,944

Shares (Denominator):

Weight average ordinary shares outstanding – basic

808,916,820

805,806,731

Plus: Dilutive effect of convertible senior notes

31,209,068

33,029,400

Weight average ordinary shares outstanding – diluted

840,125,888

838,836,131

Earnings per share – basic

5.21

5.01

0.69

Earnings per share – diluted

5.10

4.90

0.67

5,147,411 and 3,941,928 ordinary shares transferred to ZTO ES were considered issued but not outstanding as of June 30, 2023 and June 30, 2024, respectively, and therefore not included in the calculation of basic and dilutive earnings per share.

For the six months ended June 30, 2024, the Group had share options which could potentially dilute basic earnings per share in the future, but which were excluded from the computation of diluted earnings per share as their effects would have been anti-dilutive. All outstanding share options are anti-dilutive.

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

Zhejiang Tongyu Intelligent Industry Development Co., Ltd.		The Group’s equity investee

Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd		Controlled by chairman of the Company

Tonglu Antong Management LLP and its subsidiaries		The Group’s equity investee

Mr. Jilei Wang		Director and Vice President of Infrastructure Management

(a)

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

Six months ended June 30,

2023

2024

Transactions

RMB

RMB

US$

(Unaudited)

Revenues:

Transportation revenue from ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries

281,841

79,969

11,004

Express delivery service revenue derived from Tonglu Antong Management LLP and its subsidiaries

108,331

–

Others

22,920

31,385

4,319

413,092

111,354

15,323

Cost of revenues:

Transportation service fees paid to ZTO Supply Chain Management Co., Ltd. and its subsidiaries

539,484

366,360

50,413

Transportation service fees paid to ZTO Yunleng Network Technology (Zhejiang) Co., Ltd. and its subsidiaries

50,142

61,331

8,439

Transportation service fees paid to ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries

28,835

782

108

Purchases of supplies from Shanghai Mingyu Barcode Technology Ltd.

164,332

161,415

22,211

Others

15,411

18,674

2,570

798,204

608,562

83,741

Other operating income:

Rental income from ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries

27,374

39,948

5,497

Rental income from ZTO Supply Chain Management Co., Ltd. and its subsidiaries

28,675

26,501

3,647

Others

1,446

2,190

302

57,495

68,639

9,446

Other income:

Interest Income derived from Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd

16,982

10,928

1,504

Others

5,515

4,645

639

22,497

15,573

2,143

(b)

The Group had the following balances with its related parties:

	As of
	December 31,		As of June 30,
	2023		2024
	RMB		RMB		US$
	(Audited)		(Unaudited)		(Unaudited)
Amounts due to related parties
Shanghai Mingyu Barcode Technology Ltd.		28,924		30,290		4,168
ZTO Supply Chain Management Co., Ltd. and its subsidiaries		149,495		86,727		11,934
Zhongtong Yunleng Network Technology (Zhejiang) Co., LTD and its subsidiaries		14,988		15,041		2,070
ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries		16,415		12,952		1,782
Others		24,861		9,436		1,298
Total		234,683		154,446		21,252

Amounts due to related parties mainly consisted of accounts payable to related parties for transportation, waybill material and deposits as of December 31, 2023 and June 30, 2024, respectively.

Trade related amounts due to related parties are normally settled within one year.

	As of
	December 31,		As of June 30,
	2023		2024
	RMB		RMB		US$
	(Audited)		(Unaudited)		(Unaudited)
Amounts due from related parties
ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries ⁽¹⁾		72,377		75,906		10,445
ZTO Supply Chain Management Co., Ltd. ⁽²⁾		69,881		5,664		779
Zhongtong Yunleng Network Technology (Zhejiang) Co., Ltd. and its subsidiaries		1,169		1,184		163
Zhejiang Tongyu Intelligent Industry Development Co., Ltd.⁽³⁾		—		84,700		11,655
Others		4,640		2,584		356

Total		148,067		170,038		23,398

Amounts due from related parties-non current
Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd ⁽⁴⁾		502,083		514,583		70,809
Zhejiang Tongyu Intelligent Industry Development Co., Ltd. ⁽³⁾		82,180		—		—

Total		584,263		514,583		70,809

(1)

The amount comprised the three-month factoring loan to this related party with 6.96% annualized interest rate, 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 RMB33,040 and RMB36,040 as of December 31, 2023 and June 30, 2024, respectively.

(2)

The amount comprised the three-to-nine-month factoring loan to this related party and its subsidiaries with 6.96% annualized interest rate and other receivables generated from the property leasing service provided by the Company. The balance of loan was RMB66,860 and RMB1,200 as of December 31, 2023 and June 30, 2024, respectively.

(3)

The amount comprised a three-year loan to this related party with 7.2% annualized interest rate. The balance of principal was RMB70,000 as of December 31, 2023 and June 30, 2024, respectively.

(4)

The amount comprised a loan to this related party with 5.0% annualized interest rate for a term of 36 months from December 4, 2023 to December 3, 2026. This loan is an extension of the original three-year loan with 7.2% annualized interest rate. Mr. Jilei Wang, the Director of the Company, is the guarantor of this extended loan. The balance of principal was RMB500,000 as of December 31, 2023 and June 30, 2024 and interest receivable was RMB2,083 and RMB14,583 as of December 31, 2023 and June 30, 2024, respectively.

Trade related amounts due from related parties are normally settled within one year.

10.

REPURCHASE OF ORDINARY SHARES

The Board has approved its share repurchase program in November 2018 and made subsequent modifications, whereby the latest modification increased the aggregate value of shares that may be repurchased to US$2.0 billion and extended the effective time through June 30, 2025. The Company expects to fund the repurchases out of its existing cash balance. As of June 30, 2024, the Company has purchased an aggregate of 42,501,328 ADSs at an average purchase price of US$25.01 under the said share repurchase program, including repurchase commissions.

11.

DIVIDENDS

On March 14, 2023, a dividend in respect of the year ended December 31, 2022 of US$0.37 per ordinary share, in an aggregate amount of US$299,319 (RMB2,055,723), had been approved by the board of directors of the Company. The Company has paid US$299,318 during the six months ended June 30, 2023.

On March 19, 2024, a dividend in respect of the year ended December 31, 2023 of US$0.62 per ordinary share, in an aggregate amount of US$500,134 (RMB3,600,516), had been approved by the board of directors of the Company. The Company has paid US$497,518 during the six months ended June 30, 2024.

The above dividends in respect of the year ended December 31, 2022 and 2023 were paid to shareholders of record as of designated record dates.

On August 20, 2024, the board of directors has approved an interim dividend of US$0.35 per ADS and ordinary share for the six months ended June 30, 2024, to holders of its ordinary shares and ADSs as of the close of business on September 10, 2024.

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, 2024 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:

“2016 Plan”		the Company’s share incentive plan adopted in June 2016 as amended from time to time

“2024 Plan”		the Company’s share incentive plan adopted on March 19, 2024 as amended from time to time

“ADS(s)”		American depositary share(s) (each representing one Class A ordinary share of the Company)

“associate(s)”		has the meaning ascribed to it under the Listing Rules

“Audit Committee”		the audit committee of the Board

“Auditor”		Deloitte Touche Tohmatsu, the independent auditor of the Company

“Board”		the board of Directors

“CG Code”		the Corporate Governance Code as set out in Appendix C1 to the Listing Rules

“China” or “PRC”		the People’s Republic of China

“Class A ordinary shares”		Class A ordinary shares of the share capital of the Company with a par value of US$0.0001 each, giving a holder of a Class A ordinary share one vote per share on any resolution tabled at the Company’s general meeting

“Class B ordinary shares”		Class B ordinary shares of the share capital of the Company with a par value of US$0.0001 each, conferring weighted voting rights in the Company such that a holder of a Class B ordinary share is entitled to 10 votes per share on any resolution tabled at the Company’s general meeting

“Company” or “ZTO”		ZTO Express (Cayman) Inc., a company incorporated in the Cayman Islands on April 8, 2015 as an exempted company and, where the context requires, its subsidiaries and consolidated affiliated entities from time to time

“Contractual Arrangements”		variable interest entity structure and, where the context requires, the agreements underlying the structure, which the Company relies on to provide mail delivery services in China mainly through its consolidated affiliated entities and subsidiaries

“Director(s)”		the director(s) of the Company

“ESG”		environmental, social and governance

“Group”, “the Group”, “we” or “us”		the Company and its subsidiaries and consolidated affiliated entities from time to time

“Hong Kong” or “HK”		the Hong Kong Special Administrative Region of the People’s Republic of China

“Hong Kong Stock Exchange”		The Stock Exchange of Hong Kong Limited

“Listing Rules”		the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time

“Model Code”		the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 to the Listing Rules

“NYSE”		New York Stock Exchange

“ordinary share(s)”		Class A and Class B ordinary share(s) of the Company, par value US$0.0001 per share

“Reporting Period”		the six months ended June 30, 2024

“RMB” or “Renminbi”		Renminbi yuan, the lawful currency of China

“Share(s)”		the Class A ordinary shares and Class B ordinary shares in the share capital of the Company, as the context so requires

“Shareholder(s)”		holder(s) of the Share(s)

“subsidiary(ies)”		has the meaning ascribed to it under the Listing Rules

“U.S.”		the United States of America, its territories, its possessions and all areas subject to its jurisdiction

“US$” or “U.S. dollars”		United States dollars, the lawful currency of the United States

“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 21, 2024

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 and Mr. Xudong CHEN as non-executive directors, Mr. Frank Zhen WEI, Mr. Qin Charles HUANG, Mr. Herman YU, Mr. Tsun-Ming (Daniel) KAO and Ms. Fang XIE as independent non-executive directors.

Zto Express Cayman (PK) (USOTC:ZTOEF)
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