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 November 2023
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 Third Quarter 2023 Unaudited Financial Results
Exhibit 99.2 – Announcement – Change of Principal Place of Business in Hong Kong
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.
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ZTO Express (Cayman) Inc. |
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By |
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/s/ Huiping Yan |
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Name |
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Huiping Yan |
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Title |
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Chief Financial Officer |
Date: November 17, 2023
Exhibit 99.1
ZTO Reports Third Quarter 2023 Unaudited Financial
Results
Adjusted Net Income Grew 25.0% to RMB2.3 Billion
Market Share Increased to 22.4% with 7.5 Billion
Parcels
SHANGHAI, Nov. 16, 2023/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 third quarter ended September 30, 2023[1].
The Company grew parcel volume by 18.1% year over year and expanded market share to 22.4%. Adjusted net income increased 25.0%[2]
year over year to reach RMB2,340.7 million. Net cash generated from operating activities was RMB2,938.1 million.
Third Quarter 2023 Financial Highlights
| · | Revenues were RMB9,075.9 million (US$1,244.0 million), an increase of 1.5% from RMB8,944.9 million in
the same period of 2022. |
| · | Gross profit was RMB2,706.4 million (US$370.9 million), an increase of 10.7% from RMB2,444.4 million in
the same period of 2022. |
| · | Net income was RMB2,349.6 million (US$322.0 million), an increase of 24.0% from RMB1,895.5 million in
the same period of 2022. |
| · | Adjusted EBITDA[3] was RMB3,438.6 million (US$471.3 million), an increase of 14.7% from RMB2,997.6
million in the same period of 2022. |
| · | Adjusted net income was RMB2,340.7 million (US$320.8 million), an increase of 25.0% from RMB1,872.6 million
in the same period of 2022. |
| · | Basic and diluted net earnings per American depositary share (“ADS”[4]) were RMB2.91
(US$0.40) and RMB2.84(US$0.39), an increase of 21.8% and 19.8% from RMB2.39 and RMB2.37 in the same period of 2022, respectively. |
| · | Adjusted basic and diluted earnings per American depositary share attributable to ordinary shareholders[5]
were RMB2.89(US$0.40) and RMB2.83 (US$0.39), an increase of 22.5% and 20.9% from RMB2.36 and RMB2.34 in the same period of 2022, respectively. |
| · | Net cash provided by operating activities was RMB2,938.1 million (US$402.7 million), compared with RMB2,823.3
million in the same period of 2022. |
Operational Highlights for Third Quarter 2023
| · | Parcel volume was 7,523 million, an increase of 18.1% from 6,368 million in the same period of 2022. |
| · | Number of pickup/delivery outlets was over 31,000 as of September 30, 2023. |
| · | Number of direct network partners was approximately 6,000 as of September 30, 2023. |
| · | Number of self-owned line-haul vehicles was over 10,000 as of September 30, 2023. |
| · | Out of the over 10,000 self-owned trucks, approximately 9,300 were high capacity 15 to 17-meter-long models
as of September 30, 2023, compared to approximately 11,000 as of September 30, 2022. |
| · | Number of line-haul routes between sorting hubs was approximately 3,800 as of September 30, 2023,
compared to approximately 3,750 as of September 30, 2022. |
| · | Number of sorting hubs was 97 as of September 30, 2023, among which 88 are operated by the Company
and 9 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 gain 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 the gain 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 American depositary diluted shares, respectively. |
Mr. Meisong Lai, Founder, Chairman and Chief
Executive Officer of ZTO, commented, “While the recovery of overall economy was below expectations, China’s express delivery
industry showed relative resilience and grew 16.7% in volume for the quarter. Facing intensifying price competition, ZTO remained focused
on improving quality of services and adhered to our commitment to profitable growth. We stood by our network partners in defending market
presence and supported equally important priorities such as operational safety and efficiencies as well as capacity upgrades. Our digitization
and lean management initiatives continued to drive cost productivities in transit and sortation. Keeping our leadership in end-to-end
timeliness and customer satisfaction, ZTO increased its market share to 22.4% and achieved 25% adjusted net income growth for the third
quarter.”
Mr. Lai added, “High quality of services,
increasing volume and expanding profit, combined together, these three mandates define our corporate strategies in varied landscape, and
we have consistently proven our ability to achieve balanced increases in all three simultaneously. Our work at hand is geared towards
long-term competitive strength including differentiated product and services, best-in-class operational efficiencies, largest share of
contribution to industry earnings, the most stable and profitable partner network, and above all, the highest brand recognition and customer
satisfaction. Achievement of these goals will drive further bifurcation in the industry dynamics where ZTO would shine at the top.”
Ms. Huiping Yan, Chief Financial Officer
of ZTO, commented, “Core express ASP decreased 13.5% in line with the industry. What is unique for ZTO is the more pronounced mix
impact from KA volume decrease as we continued to recalibrate that part of the revenue. More volume incentives were necessary this quarter
to protect market share, and the decline in average parcel weight also contributed to the decrease. Combined unit sorting and transportation
cost decreased over 11%, or 9 cents as our standardization and digitization initiatives generated better-than-expected outcome. SG&A
as a percentage of revenue remained stable at approximately 5%. Cash flow from operating activities was 2.9 billion, and capital spending
outlay was 1.3 billion for the quarter.”
Ms. Yan added, “Our third quarter performances
once again demonstrated our ability to achieve balanced growth in all three of our strategic goals. Without distractions from any short-term
external event-driven pressure or internal compromising performance measures, we stayed focused on improving quality of service, fending
off irrationally low-price poaching and achieved profitable volume growth with 25% increases in adjusted net income. We can no longer
justify the 1.5 points annual market share gain given the senseless low-price trade-off that is eroding the industry earnings. We remain
on track to achieve 29.27-30.24 billion parcels for the year representing a volume growth in the range of 20% to 24% year over year.”
Third Quarter 2023 Unaudited Financial Results
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2022 |
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2023 |
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2022 |
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2023 |
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RMB |
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% |
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RMB |
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US$ |
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% |
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RMB |
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% |
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RMB |
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US$ |
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% |
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(in thousands, except percentages) |
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Express delivery services |
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8,255,289 |
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92.3 |
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8,341,620 |
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1,143,314 |
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91.9 |
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23,407,158 |
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91.8 |
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25,728,807 |
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3,526,426 |
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92.6 |
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Freight forwarding services |
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297,503 |
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3.3 |
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238,565 |
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32,698 |
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2.6 |
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958,547 |
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3.8 |
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670,162 |
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91,853 |
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2.4 |
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Sale of accessories |
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348,237 |
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3.9 |
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460,870 |
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63,167 |
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5.1 |
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979,991 |
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3.8 |
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1,297,486 |
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177,835 |
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4.7 |
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Others |
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43,913 |
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0.5 |
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34,863 |
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4,779 |
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0.4 |
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159,973 |
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0.6 |
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103,026 |
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14,122 |
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0.3 |
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Total revenues |
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8,944,942 |
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100.0 |
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9,075,918 |
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1,243,958 |
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100.0 |
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25,505,669 |
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100.0 |
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27,799,481 |
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3,810,236 |
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|
100.0 |
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Total
Revenues were RMB9,075.9 million (US$1,244.0 million), an increase of 1.5% from RMB8,944.9 million in the same period of 2022.
Revenue from the core express delivery business increased by 2.2% compared to the same period of 2022, as a combined result of a 18.1%
increase in parcel volume and a 13.5% decrease in parcel unit price. KA revenue (includes delivery fees) from direct sales organizations,
established to serve core express KA customers, decreased 51.3% through either reengagement of partner outlets or rationalization due
to loss-making. Revenue from freight forwarding services decreased by 19.8% compared to the same period of 2022 due to weakening cross
border e-commerce demand and declining pricing. Revenue from sales of accessories, largely consisted of sales of thermal paper used for
digital waybills’ printing, increased by 32.3% in line with parcel volume growth. Other revenues were mainly derived from financing
services.
|
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2022 |
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2023 |
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2022 |
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2023 |
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RMB |
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% of revenues |
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RMB |
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US$ |
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% of revenues |
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RMB |
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% of revenues |
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RMB |
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US$ |
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% of revenues |
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(in thousands, except percentages) |
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Line-haul transportation cost |
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3,101,931 |
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34.7 |
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3,245,767 |
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444,869 |
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35.8 |
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9,085,828 |
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35.6 |
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9,627,419 |
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1,319,548 |
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34.6 |
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Sorting hub operating cost |
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1,934,066 |
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21.6 |
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2,048,438 |
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280,762 |
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22.6 |
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5,705,871 |
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22.4 |
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5,996,475 |
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821,885 |
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21.6 |
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Freight forwarding cost |
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283,769 |
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3.2 |
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221,742 |
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|
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30,392 |
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2.4 |
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|
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898,675 |
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3.5 |
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626,986 |
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85,936 |
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2.3 |
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Cost of accessories sold |
|
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112,821 |
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1.3 |
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|
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117,036 |
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16,041 |
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1.3 |
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315,610 |
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1.2 |
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351,164 |
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48,131 |
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1.3 |
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Other costs |
|
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1,067,943 |
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11.9 |
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736,491 |
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|
100,945 |
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8.1 |
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3,232,972 |
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12.7 |
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2,663,160 |
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|
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365,016 |
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9.5 |
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Total cost of revenues |
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6,500,530 |
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|
|
72.7 |
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|
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6,369,474 |
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|
|
873,009 |
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|
|
70.2 |
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|
|
19,238,956 |
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|
|
75.4 |
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|
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19,265,204 |
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|
|
2,640,516 |
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|
|
69.3 |
|
Total
cost of revenues was RMB6,369.5 million (US$873.0 million), a decrease of 2.0% from RMB6,500.5 million in the same period last
year.
Line
haul transportation cost was RMB3,245.8 million (US$444.9 million), an increase of 4.6% from RMB3,101.9 million in the same
period last year. The unit transportation cost decreased 11.4% or 6 cents mainly attributable to better economies of scale, optimized
line-haul route planning and decreased fuel price.
Sorting
hub operating cost was RMB2,048.4 million (US$280.8 million), an increase of 5.9% from RMB1,934.1 million in the same period
last year. The increase primarily consisted of (i) RMB62.9 million (US$8.6 million) increase in labor-associated costs, a net result
of wage increases partially offset by automation-driven efficiency improvement, and (ii) RMB80.1 million (US$11.0 million) increase
in depreciation and amortization costs associated with automation equipment and other facilities. With standardization in operating procedures,
improved performance evaluation system, the unit sorting cost decreased 10.4% or 3 cents. As of September 30, 2023, there were 482
sets of automated sorting equipment in service, compared to 441 sets as of September 30, 2022, which enhanced overall sorting operational
efficiencies.
Cost
of accessories sold was RMB117.0 million (US$16.0 million), increased 3.7% compared with RMB112.8 million in the same period
last year.
Other
costs were RMB736.5 million (US$100.9 million), a decrease of 31.0% from RMB1,067.9 million in the same period last year. The
decrease mainly consisted of (i) RMB312.8 million (US$42.9 million) decrease in dispatching costs associated with serving enterprise
customers and (ii) RMB83.3 million (US$11.4 million) decrease in costs associated with expanding last mile business, offset by (iii) RMB47.6
million (US$6.5 million) increase in tax surcharge.
Gross
Profit was RMB2,706.4 million (US$371.0 million), increased 10.7% from RMB2,444.4 million in the same period last year as a
combined result of increased revenues and cost productivity gain. Gross margin rate improved to 29.8% from 27.3% for the same period last
year.
Total
Operating Expenses were RMB282.8 million (US$38.8 million), compared to RMB269.6 million in the same period last year.
Selling,
general and administrative expenses were RMB433.7 million (US$59.4 million), decreased by 1.8% from RMB441.4 million in the
same period last year. SG&A as a percentage of total revenue decreased to 4.8% from 4.9% for third quarter 2022 demonstrating efficient
corporate structure and positive leverage.
Other
operating income, net was RMB150.9 million (US$20.7 million), compared to RMB171.8 million in the same period last year. Other
operating income mainly consisted of (i) RMB94.2 million (US$12.9 million) of VAT super deduction, (ii) RMB38.3 million (US$5.2
million) of government subsidies and tax rebates, and (iii) RMB18.3 million (US$ 2.5 million) of rental income.
Income
from operations was RMB2,423.6 million (US$332.2 million), an increase of 11.4% from RMB2,174.8 million for the same period
last year.
Operating
margin rate increased to 26.7% from 24.3% in the same period last year.
Interest
income was RMB246.4 million (US$33.8 million), compared with RMB162.4 million in the same period last year.
Interest
expenses was RMB83.8 million (US$11.5 million), compared with RMB31.6 million in the same period last year.
Gain
from fair value changes of financial instruments was RMB8.6 million (US$1.2 million), compared with a loss of RMB22.8 million
in the same period last year. Such gain or loss from fair value changes of the financial instruments are determined by commercial banks
according to market-based estimation of future redemption prices.
Income
tax expenses were RMB271.4 million (US$37.2 million) compared to RMB439.4 million in the same period last year. Overall income
tax rate decreased by 8.3 percentage this quarter compared to the same period last year due to an income tax refund of RMB207.1 million
received by Shanghai Zhongtongji Network, a wholly owned subsidiary of the Company, for being recognized as a "Key Software Enterprise"
that was qualified for a preferential tax rate of 10% for tax year 2022.
Net
income was RMB2,349.6 million (US$322.0 million), which increased by 24.0% from RMB1,895.5 million in the same period last
year.
Basic
and diluted earnings per ADS attributable to ordinary shareholders were RMB2.91 (US$0.40) and RMB2.84(US$0.39), compared to
basic and diluted earnings per ADS of RMB2.39 and RMB2.37 in the same period last year, respectively.
Adjusted
basic and diluted earnings per ADS attributable to ordinary shareholders were RMB2.89 (US$0.40) and RMB2.83(US$0.39), compared
with RMB2.36 and RMB2.34 in the same period last year, respectively.
Adjusted
net income was RMB2,340.7 million (US$320.8 million), compared with RMB1,872.6 million during the same period last year.
EBITDA[1]
was RMB3,449.5 million (US$472.8 million), compared with RMB3,031.8 million in the same period last year.
Adjusted
EBITDA was RMB3.438.6 million (US$471.3 million), compared to RMB2,997.6 million in the same period last year.
Net
cash provided by operating activities was RMB2,938.1 million (US$402.7 million), compared with RMB2,823.3 million in the same
period last year.
Business Outlook
The Company believes that the 1.5 percentage point
annual market share gain is no longer justifiable or feasible as ZTO have principally chosen to keep out unprofitable volume given the
market circumstances of price competition. The Company reiterates that its parcel volume for 2023 is expected to be in the range of 29.27
billion to 30.24 billion, representing a 20% to 24% increase year over year. All aforementioned estimates are based on current market
and operating conditions and represent management’s current and preliminary view, which are subject to change.
| (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. |
Company Share Purchase
On November 14, 2018, the Company announced
a share repurchase program whereby ZTO was authorized to repurchase its own Class A ordinary shares in the form of ADSs with an aggregate
value of up to US$500 million during an 18-month period thereafter. On March 13, 2021, the board of directors of the Company approved
the extension of the active share repurchase program to June 30, 2021. On March 31, 2021, the board of directors has approved
changes to the share repurchase program, increasing the aggregate value of shares that may be repurchased from US$500 million to US$1
billion and extending the effective time by two years through September 30, 2023. On November 17, 2022, the board of directors
has approved further changes to the share repurchase program, increasing the aggregate value of shares that may be repurchased from US$1
billion to US$1.5 billion and extending the effective time by one year through June 30, 2024. The Company expects to fund the repurchases
out of its existing cash balance. As of September 30, 2023, the Company has purchased an aggregate of 40,258,978 ADSs at an average
purchase price of US$25.16, including repurchase commissions.
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 RMB7.296 to US$1, the noon buying rate on September 29, 2023 as set
forth in the H.10 statistical release of the Board of Governors of the Federal Reserve Systems.
Use of Non-GAAP Financial Measures
The Company uses EBITDA, adjusted EBITDA, adjusted
net income, adjusted net income attributable to ordinary shareholders, and adjusted basic and diluted earnings per American depositary
share attributable to ordinary shareholders, each a non-GAAP financial measure, in evaluating ZTO’s operating results and for financial
and operational decision-making purposes.
Reconciliations of the Company’s non-GAAP
financial measures to its U.S. GAAP financial measures are shown in tables at the end of this earnings release, which provide more details
about the non-GAAP financial measures.
The Company believes that EBITDA, adjusted EBITDA,
adjusted net income, adjusted net income attributable to ordinary shareholders and adjusted basic and diluted earnings per American depositary
share attributable to ordinary shareholders help identify underlying trends in ZTO’s business that could otherwise be distorted
by the effect of the expenses and gains that the Company includes in income from operations and net income. The Company believes that
EBITDA, adjusted EBITDA, adjusted net income, adjusted net income attributable to ordinary shareholders and adjusted basic and diluted
earnings per American depositary share attributable to ordinary shareholders provide useful information about its operating results, enhance
the overall understanding of its past performance and future prospects and allow for greater visibility with respect to key metrics used
by ZTO’s management in its financial and operational decision-making.
EBITDA, adjusted EBITDA, adjusted net income,
adjusted net income attributable to ordinary shareholders and adjusted basic and diluted earnings per American depositary share attributable
to ordinary shareholders should not be considered in isolation or construed as an alternative to net income or any other measure of performance
or as an indicator of the Company’s operating performance. Investors are encouraged to compare the historical non-GAAP financial
measures to the most directly comparable GAAP measures. EBITDA, adjusted EBITDA, adjusted net income, adjusted net income attributable
to ordinary shareholders and adjusted basic and diluted earnings per American depositary share attributable to ordinary shareholders presented
here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures
differently, limiting their usefulness as comparative measures to ZTO’s data. ZTO encourages investors and others to review the
Company’s financial information in its entirety and not rely on a single financial measure.
Conference Call Information
ZTO’s management team will host an earnings
conference call at 7:30 PM U.S. Eastern Time on November 16, 2023 (8:30 AM Beijing Time on November 17, 2023).
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: |
7545461 |
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 November 23, 2023:
United States: |
1-877-344-7529 |
International: |
1-412-317-0088 |
Passcode: |
4282193 |
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 September 30, | | |
Nine Months Ended September 30, | |
| |
2022 | | |
2023 | | |
2022 | | |
2023 | |
| |
RMB | | |
RMB | | |
US$ | | |
RMB | | |
RMB | | |
US$ | |
| |
| | |
| | |
| | |
| | |
| | |
| |
| |
(in thousands, except for share and per share data) | |
Revenues | |
| 8,944,942 | | |
| 9,075,918 | | |
| 1,243,958 | | |
| 25,505,669 | | |
| 27,799,481 | | |
3,810,236 | |
Cost of revenues | |
| (6,500,530 | ) | |
| (6,369,474 | ) | |
| (873,009 | ) | |
| (19,238,956 | ) | |
| (19,265,204 | ) | |
(2,640,516 | ) |
Gross profit | |
| 2,444,412 | | |
| 2,706,444 | | |
| 370,949 | | |
| 6,266,713 | | |
| 8,534,277 | | |
1,169,720 | |
Operating (expenses)/ income: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
Selling, general and administrative | |
| (441,407 | ) | |
| (433,682 | ) | |
| (59,441 | ) | |
| (1,516,513 | ) | |
| (1,724,896 | ) | |
(236,417 | ) |
Other operating income, net | |
| 171,834 | | |
| 150,850 | | |
| 20,676 | | |
| 526,446 | | |
| 443,448 | | |
60,780 | |
Total operating expenses | |
| (269,573 | ) | |
| (282,832 | ) | |
| (38,765 | ) | |
| (990,067 | ) | |
| (1,281,448 | ) | |
(175,637 | ) |
Income from operations | |
| 2,174,839 | | |
| 2,423,612 | | |
| 332,184 | | |
| 5,276,646 | | |
| 7,252,829 | | |
994,083 | |
Other income (expenses): | |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
Interest income | |
| 162,366 | | |
| 246,362 | | |
| 33,767 | | |
| 391,954 | | |
| 505,382 | | |
69,268 | |
Interest expense | |
| (31,637 | ) | |
| (83,801 | ) | |
| (11,486 | ) | |
| (114,374 | ) | |
| (227,729 | ) | |
(31,213 | ) |
(Loss)/ gain from fair value changes of
financial instruments |
|
|
(22,802 |
) |
|
|
8,551 |
|
|
|
1,172 |
|
|
|
(37,258 |
) |
|
|
215,764 |
|
|
29,573 |
|
Gain on disposal of equity investees and
subsidiaries |
|
|
60,515 |
|
|
|
10,838 |
|
|
|
1,485 |
|
|
|
60,515 |
|
|
|
10,074 |
|
|
1,381 |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
Impairment of investment in equity investee | |
| (26,328 | ) | |
| - | | |
| - | | |
| (26,328 | ) | |
| - | | |
- | |
Foreign currency exchange gain before
tax |
|
|
31,250 |
|
|
|
4,650 |
|
|
|
637 |
|
|
|
138,190 |
|
|
|
75,571 |
|
|
10,358 |
|
Income before income tax, and share of
loss in equity method |
|
|
2,348,203 |
|
|
|
2,610,212 |
|
|
|
357,759 |
|
|
|
5,689,345 |
|
|
|
7,831,891 |
|
|
1,073,450 |
|
Income tax expense | |
| (439,388 | ) | |
| (271,387 | ) | |
| (37,197 | ) | |
| (1,132,812 | ) | |
| (1,301,979 | ) | |
(178,451 | ) |
Share of (loss)/ gain in equity method
investments |
|
|
(13,360 |
) |
|
|
10,785 |
|
|
|
1,478 |
|
|
|
(26,852 |
) |
|
|
14,732 |
|
|
2,019 |
|
Net income | |
| 1,895,455 | | |
| 2,349,610 | | |
| 322,040 | | |
| 4,529,681 | | |
| 6,544,644 | | |
897,018 | |
Net loss/ (gain) attributable to
non-controlling interests |
|
|
39,539 |
|
|
|
(4,452 |
) |
|
|
(610 |
) |
|
|
116,764 |
|
|
|
12,054 |
|
|
1,652 |
|
Net income attributable to ZTO Express(Cayman) Inc. |
|
|
1,934,994 |
|
|
|
2,345,158 |
|
|
|
321,430 |
|
|
|
4,646,445 |
|
|
|
6,556,698 |
|
|
898,670 |
|
Net income attributable to ordinary
shareholders |
|
|
1,934,994 |
|
|
|
2,345,158 |
|
|
|
321,430 |
|
|
|
4,646,445 |
|
|
|
6,556,698 |
|
|
898,670 |
|
Net earnings per share attributed to
ordinary shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic | |
| 2.39 | | |
| 2.91 | | |
| 0.40 | | |
| 5.74 | | |
| 8.11 | | |
1.11 | |
Diluted | |
| 2.37 | | |
| 2.84 | | |
| 0.39 | | |
| 5.73 | | |
| 7.94 | | |
1.09 | |
Weighted average shares used in calculating net earnings
per ordinary share/ADS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic | |
| 809,733,116 | | |
| 807,081,026 | | |
| 807,081,026 | | |
| 809,389,554 | | |
| 808,298,164 | | |
808,298,164 | |
Diluted | |
| 821,077,065 | | |
| 838,290,093 | | |
| 838,290,093 | | |
| 813,212,423 | | |
| 839,507,232 | | |
839,507,232 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| |
Net income | |
| 1,895,455 | | |
| 2,349,610 | | |
| 322,040 | | |
| 4,529,681 | | |
| 6,544,644 | | |
897,018 | |
Other comprehensive income/ (loss), net of tax of nil: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment | |
| 34,537 | | |
| (32,832 | ) | |
| (4,500 | ) | |
| 119,680 | | |
| (174,729 | ) | |
(23,949 | ) |
Comprehensive income | |
| 1,929,992 | | |
| 2,316,778 | | |
| 317,540 | | |
| 4,649,361 | | |
| 6,369,915 | | |
873,069 | |
Comprehensive loss / (gain) attributable
to non-controlling interests |
|
|
39,539 |
|
|
|
(4,452 |
) |
|
|
(610 |
) |
|
|
116,764 |
|
|
|
12,054 |
|
|
1,652 |
|
Comprehensive income attributable to ZTO Express (Cayman) Inc. |
|
|
1,969,531 |
|
|
|
2,312,326 |
|
|
|
316,930 |
|
|
|
4,766,125 |
|
|
|
6,381,969 |
|
|
874,721 |
|
Unaudited Consolidated Balance Sheets
Data:
| |
As of | |
| |
December 31, | | |
September 30, | |
| |
2022 | | |
2023 | |
| |
RMB | | |
RMB | | |
US$ | |
| |
| | |
| | |
| |
| |
(in thousands, except for share data) | |
ASSETS | |
| | |
| | |
| |
Current assets: | |
| | | |
| | | |
| | |
Cash and cash equivalents | |
| 11,692,773 | | |
| 9,284,625 | | |
| 1,272,564 | |
Restricted cash | |
| 895,483 | | |
| 793,037 | | |
| 108,695 | |
Accounts receivable, net | |
| 818,968 | | |
| 568,025 | | |
| 77,854 | |
Financing receivables | |
| 951,349 | | |
| 1,088,593 | | |
| 149,204 | |
Short-term investment | |
| 5,753,483 | | |
| 7,653,092 | | |
| 1,048,944 | |
Inventories | |
| 40,537 | | |
| 27,592 | | |
| 3,782 | |
Advances to suppliers | |
| 861,573 | | |
| 908,329 | | |
| 124,497 | |
Prepayments and other current assets | |
| 3,146,378 | | |
| 3,655,860 | | |
| 501,077 | |
Amounts due from related parties | |
| 314,483 | | |
| 747,982 | | |
| 102,519 | |
Total current assets | |
| 24,475,027 | | |
| 24,727,135 | | |
| 3,389,136 | |
Investments in equity investee | |
| 3,950,544 | | |
| 3,558,218 | | |
| 487,694 | |
Property and equipment, net | |
| 28,813,204 | | |
| 31,713,612 | | |
| 4,346,712 | |
Land use rights, net | |
| 5,442,951 | | |
| 5,642,281 | | |
| 773,339 | |
Intangible assets, net | |
| 29,437 | | |
| 24,789 | | |
| 3,398 | |
Operating lease right-of-use assets | |
| 808,506 | | |
| 802,177 | | |
| 109,948 | |
Goodwill | |
| 4,241,541 | | |
| 4,241,541 | | |
| 581,352 | |
Deferred tax assets | |
| 750,097 | | |
| 975,804 | | |
| 133,745 | |
Long-term investment | |
| 7,322,545 | | |
| 14,239,247 | | |
| 1,951,651 | |
Long-term financing receivables | |
| 1,295,755 | | |
| 926,907 | | |
| 127,043 | |
Other non-current assets | |
| 816,839 | | |
| 531,071 | | |
| 72,789 | |
Amounts due from related parties-non current | |
| 577,140 | | |
| 80,920 | | |
| 11,091 | |
TOTAL ASSETS | |
| 78,523,586 | | |
| 87,463,702 | | |
| 11,987,898 | |
LIABILITIES AND EQUITY | |
| | | |
| | | |
| | |
Current liabilities | |
| | | |
| | | |
| | |
Short-term bank borrowing | |
| 5,394,423 | | |
| 9,592,000 | | |
| 1,314,693 | |
Accounts payable | |
| 2,202,692 | | |
| 1,990,667 | | |
| 272,844 | |
Notes payable | |
| 200,000 | | |
| - | | |
| - | |
Advances from customers | |
| 1,374,691 | | |
| 1,596,200 | | |
| 218,777 | |
Income tax payable | |
| 228,422 | | |
| 610,145 | | |
| 83,627 | |
Amounts due to related parties | |
| 49,138 | | |
| 199,170 | | |
| 27,299 | |
Operating lease liabilities | |
| 229,718 | | |
| 233,800 | | |
| 32,045 | |
Dividends payable | |
| 1,497 | | |
| 1,590 | | |
| 218 | |
Other current liabilities | |
| 6,724,743 | | |
| 6,902,391 | | |
| 946,052 | |
Total current liabilities | |
| 16,405,324 | | |
| 21,125,963 | | |
| 2,895,555 | |
Non-current operating lease liabilities | |
| 510,349 | | |
| 448,503 | | |
| 61,472 | |
Deferred tax liabilities | |
| 346,472 | | |
| 346,255 | | |
| 47,458 | |
Convertible bond | |
| 6,788,971 | | |
| 7,213,066 | | |
| 988,633 | |
TOTAL LIABILITIES | |
| 24,051,116 | | |
| 29,133,787 | | |
| 3,993,118 | |
Shareholders’ equity | |
| | | |
| | | |
| | |
Ordinary shares (US$0.0001 par
value; 10,000,000,000 shares authorized; 826,943,309 shares issued and 809,247,109 shares outstanding as of December 31, 2022;
815,109,010 shares issued and 806,961,599 shares outstanding as of September 30, 2023) |
|
|
535 |
|
|
|
527 |
|
|
|
72 |
|
Additional paid-in capital | |
| 26,717,727 | | |
| 24,292,850 | | |
| 3,329,612 | |
Treasury shares, at cost | |
| (2,062,530 | ) | |
| (545,808 | ) | |
| (74,809 | ) |
Retained earnings | |
| 29,459,491 | | |
| 34,409,446 | | |
| 4,716,207 | |
Accumulated other comprehensive loss | |
| (86,672 | ) | |
| (261,401 | ) | |
| (35,828 | ) |
ZTO Express (Cayman) Inc. shareholders’ equity | |
| 54,028,551 | | |
| 57,895,614 | | |
| 7,935,254 | |
Noncontrolling interests | |
| 443,919 | | |
| 434,301 | | |
| 59,526 | |
Total Equity | |
| 54,472,470 | | |
| 58,329,915 | | |
| 7,994,780 | |
TOTAL LIABILITIES AND EQUITY | |
| 78,523,586 | | |
| 87,463,702 | | |
| 11,987,898 | |
Summary of Unaudited Consolidated Cash Flow Data:
| |
Three Months Ended September 30, | | |
Nine Months Ended September 30, | |
| |
2022 | | |
2023 | | |
2022 | | |
2023 | |
| |
RMB | | |
RMB | | |
US$ | | |
RMB | | |
RMB | | |
US$ | |
| |
| | |
| | |
| | |
| | |
| | |
| |
| |
| | |
| | |
| | |
| | |
| | |
| |
| |
| (in thousands) |
Net cash provided by operating activities | |
| 2,823,323 | | |
| 2,938,104 | | |
| 402,701 | | |
| 7,709,470 | | |
| 9,437,682 | | |
| 1,293,542 | |
Net cash used in investing activities | |
| (4,736,716 | ) | |
| (4,025,760 | ) | |
| (551,776 | ) | |
| (11,661,085 | ) | |
| (13,433,920 | ) | |
| (1,841,272 | ) |
Net cash provided by financing activities | |
| 6,341,809 | | |
| 2,529,988 | | |
| 346,764 | | |
| 8,765,322 | | |
| 1,396,265 | | |
| 191,374 | |
Effect of exchange
rate changes on cash, cash equivalents and restricted cash | |
| 224,491 | | |
| 9,459 | | |
| 1,296 | | |
| 397,326 | | |
| 105,393 | | |
| 14,445 | |
Net increase / (decrease) in cash, cash
equivalents and restricted cash | |
| 4,652,907 | | |
| 1,451,791 | | |
| 198,985 | | |
| 5,211,033 | | |
| (2,494,580 | ) | |
| (341,911 | ) |
Cash, cash equivalents and restricted
cash at beginning of period | |
| 10,327,487 | | |
| 8,656,716 | | |
| 1,186,501 | | |
| 9,769,361 | | |
| 12,603,087 | | |
| 1,727,397 | |
Cash, cash equivalents and restricted
cash at end of period | |
| 14,980,394 | | |
| 10,108,507 | | |
| 1,385,486 | | |
| 14,980,394 | | |
| 10,108,507 | | |
| 1,385,486 | |
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 | |
| |
September 30, | | |
September 30, | |
| |
2022 | | |
2023 | |
| |
RMB | | |
RMB | | |
US$ | |
| |
| | |
| | |
| |
| |
(in thousands) | |
Cash and cash equivalents | |
| 14,592,194 | | |
| 9,284,625 | | |
| 1,272,564 | |
Restricted cash, current | |
| 373,379 | | |
| 793,037 | | |
| 108,695 | |
Restricted cash, non-current | |
| 14,821 | | |
| 30,845 | | |
| 4,227 | |
Total cash, cash equivalents and restricted cash | |
| 14,980,394 | | |
| 10,108,507 | | |
| 1,385,486 | |
Reconciliations of GAAP and Non-GAAP
Results
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
|
RMB |
|
|
RMB |
|
|
US$ |
|
|
RMB |
|
|
RMB |
|
|
US$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except for share and per share data) |
|
Net income |
|
|
1,895,455 |
|
|
|
2,349,610 |
|
|
|
322,040 |
|
|
|
4,529,681 |
|
|
|
6,544,644 |
|
|
|
897,018 |
|
Add: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation expense (1) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
178,980 |
|
|
|
254,976 |
|
|
|
34,947 |
|
Impairment of investment in equity investee (1) |
|
|
26,328 |
|
|
|
- |
|
|
|
- |
|
|
|
26,328 |
|
|
|
- |
|
|
|
- |
|
Gain on disposal of equity investees and subsidiaries, net of income taxes |
|
|
(49,192 |
) |
|
|
(8,866 |
) |
|
|
(1,215 |
) |
|
|
(49,192 |
) |
|
|
(8,102 |
) |
|
|
(1,110 |
) |
Adjusted net income |
|
|
1,872,591 |
|
|
|
2,340,744 |
|
|
|
320,825 |
|
|
|
4,685,797 |
|
|
|
6,791,518 |
|
|
|
930,855 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
1,895,455 |
|
|
|
2,349,610 |
|
|
|
322,040 |
|
|
|
4,529,681 |
|
|
|
6,544,644 |
|
|
|
897,018 |
|
Add: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
633,279 |
|
|
|
712,734 |
|
|
|
97,688 |
|
|
|
1,875,499 |
|
|
|
2,035,702 |
|
|
|
279,016 |
|
Amortization |
|
|
32,002 |
|
|
|
31,951 |
|
|
|
4,379 |
|
|
|
94,448 |
|
|
|
100,535 |
|
|
|
13,779 |
|
Interest expenses |
|
|
31,637 |
|
|
|
83,801 |
|
|
|
11,486 |
|
|
|
114,374 |
|
|
|
227,729 |
|
|
|
31,213 |
|
Income tax expenses |
|
|
439,388 |
|
|
|
271,387 |
|
|
|
37,197 |
|
|
|
1,132,812 |
|
|
|
1,301,979 |
|
|
|
178,451 |
|
EBITDA |
|
|
3,031,761 |
|
|
|
3,449,483 |
|
|
|
472,790 |
|
|
|
7,746,814 |
|
|
|
10,210,589 |
|
|
|
1,399,477 |
|
Add: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation expense (1) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
178,980 |
|
|
|
254,976 |
|
|
|
34,947 |
|
Impairment of investment in equity investee (1) |
|
|
26,328 |
|
|
|
- |
|
|
|
- |
|
|
|
26,328 |
|
|
|
- |
|
|
|
- |
|
Gain on disposal of equity investees and subsidiary, before income taxes |
|
|
(60,515 |
) |
|
|
(10,838 |
) |
|
|
(1,485 |
) |
|
|
(60,515 |
) |
|
|
(10,074 |
) |
|
|
(1,381 |
) |
Adjusted EBITDA |
|
|
2,997,574 |
|
|
|
3,438,645 |
|
|
|
471,305 |
|
|
|
7,891,607 |
|
|
|
10,455,491 |
|
|
|
1,433,043 |
|
(1) Net of income taxes of nil
Reconciliations
of GAAP and Non-GAAP Results
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
|
RMB |
|
|
RMB |
|
|
US$ |
|
|
RMB |
|
|
RMB |
|
|
US$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except for share and per share data) |
|
Net income attributable to ordinary shareholders |
|
|
1,934,994 |
|
|
|
2,345,158 |
|
|
|
321,430 |
|
|
|
4,646,445 |
|
|
|
6,556,698 |
|
|
|
898,670 |
|
Add: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation expense (1) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
178,980 |
|
|
|
254,976 |
|
|
|
34,947 |
|
Impairment of investment in equity investee (1) |
|
|
26,328 |
|
|
|
- |
|
|
|
- |
|
|
|
26,328 |
|
|
|
- |
|
|
|
- |
|
Gain
on disposal of equity investees and subsidiaries, net of income taxes |
|
|
(49,192 |
) |
|
|
(8,866 |
) |
|
|
(1,215 |
) |
|
|
(49,192 |
) |
|
|
(8,102 |
) |
|
|
(1,110 |
) |
Adjusted Net income attributable to ordinary shareholders |
|
|
1,912,130 |
|
|
|
2,336,292 |
|
|
|
320,215 |
|
|
|
4,802,561 |
|
|
|
6,803,572 |
|
|
|
932,507 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares used in calculating net earnings per ordinary share/ADS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
809,733,116 |
|
|
|
807,081,026 |
|
|
|
807,081,026 |
|
|
|
809,389,554 |
|
|
|
808,298,164 |
|
|
|
808,298,164 |
|
Diluted |
|
|
821,077,065 |
|
|
|
838,290,093 |
|
|
|
838,290,093 |
|
|
|
813,212,423 |
|
|
|
839,507,232 |
|
|
|
839,507,232 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings per share/ADS attributable to ordinary shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
2.39 |
|
|
|
2.91 |
|
|
|
0.40 |
|
|
|
5.74 |
|
|
|
8.11 |
|
|
|
1.11 |
|
Diluted |
|
|
2.37 |
|
|
|
2.84 |
|
|
|
0.39 |
|
|
|
5.73 |
|
|
|
7.94 |
|
|
|
1.09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net earnings per share/ADS attributable to ordinary shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
2.36 |
|
|
|
2.89 |
|
|
|
0.40 |
|
|
|
5.93 |
|
|
|
8.42 |
|
|
|
1.15 |
|
Diluted |
|
|
2.34 |
|
|
|
2.83 |
|
|
|
0.39 |
|
|
|
5.92 |
|
|
|
8.24 |
|
|
|
1.13 |
|
(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)
CHANGE OF PRINCIPAL PLACE OF
BUSINESS IN HONG KONG
The board of directors of ZTO
Express (Cayman) Inc. (the “Company”) hereby announces that the principal place of business in Hong Kong of the Company
has been changed to Unit 5603, 56/F, The Center, No. 99 Queen’s Road Central, Hong Kong with effect from November 17,
2023.
|
By order of the Board |
|
ZTO Express (Cayman)
Inc |
|
Meisong LAI |
|
Chairman |
Hong Kong, November 17, 2023
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.
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