ZTO 0001104659-25-080461 6-K Filing: Aug 20, 2025

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 2025

Commission File Number: 001-37922

ZTO Express (Cayman) Inc.

Building One, No. 1685 Huazhi Road

Qingpu District

Shanghai, 201708

People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  x  Form 40-F  ¨

Exhibit Index

Exhibit 99.1 – ZTO Reports Second Quarter 2025 Unaudited Financial Results

Exhibit 99.2 – Interim Results Announcement for the Six Months Ended June 30, 2025

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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 20, 2025

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Exhibit 99.1

ZTO Reports SecondQuarter 2025 Unaudited Financial Results

Parcel VolumeIncreased 16.5% to 9.8 Billion

Adjusted NetIncome Reached RMB2.1 Billion

US$0.30 per ShareInterim Dividend Announced

SHANGHAI, August 20, 2025/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, 2025^[1]^. The Company grew parcel volume by 16.5% year over year while maintaining high quality of service and customer satisfaction. Adjusted net income^[2]^ reached RMB2.1 billion. Net cash generated from operating activities was RMB2.2 billion.

Second Quarter 2025 Financial Highlights

·	Revenues<br> were RMB 11,831.8 million (US$1,651.7 million), an increase of 10.3% from RMB10,726.0 million<br> in the same period of 2024.
·	Gross<br> profit was RMB2,944.4 million (US$411.0 million), a decrease of 18.7% from RMB3,620.5 million<br> in the same period of 2024.
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·	Net<br> income was RMB1,964.6 million (US$274.2 million), a decrease of 24.8% from RMB2,614.0 million<br> in the same period of 2024.
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·	Adjusted<br> EBITDA^[3]^ was RMB3,534.9 million (US$493.5 million), a decrease of 18.5% from<br> RMB4,339.7 million in the same period of 2024.
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·	Adjusted<br> net income was RMB2,052.7 million (US$286.5 million), a decrease of 26.8% from RMB2,805.7<br> million in the same period of 2024.
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·	Basic<br> and diluted net earnings per American depositary share (“ADS”^[4]^)<br> were RMB2.42 (US$0.34) and RMB2.37 (US$0.33), a decrease of 25.3% and 25.0% from RMB3.24<br> and RMB3.16 in the same period of 2024, respectively.
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·	Adjusted<br> basic and diluted earnings per American depositary share attributable to ordinary shareholders^[5]^<br> were RMB2.53 (US$0.35) and RMB2.48 (US$0.35), a decrease of 27.3% and 26.6% from RMB3.48<br> and RMB3.38 in the same period of 2024, respectively.
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·	Net<br> cash provided by operating activities was RMB2,168.2 million (US$302.7 million), compared<br> with RMB3,480.1 million in the same period of 2024.
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Operational Highlights for SecondQuarter 2025

·	Parcel<br> volume was 9,847 million, an increase of 16.5% from 8,452 million in the same period of 2024.
·	Number<br> of pickup/delivery outlets was over 31,000 as of June 30, 2025.
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·	Number<br> of direct network partners was approximately 6,000 as of June 30, 2025.
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·	Number<br> of self-owned line-haul vehicles was over 10,000 as of June 30, 2025, out of which,<br> over 9,400 were high capacity 15 to 17-meter-long models compared to over 9,200 as of June 30,<br> 2024.
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·	Number<br> of line-haul routes between sorting hubs was approximately 3,900 as of June 30, 2025.
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·	Number<br> of sorting hubs was 94 as of June 30, 2025, among which 90 were operated by the Company<br> and 4 by the Company’s network partners.
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(1)	An investor relations presentation accompanies this earnings release<br> and can be found at http://zto.investorroom.com.
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(2)	Adjusted net income is a non-GAAP financial<br> measure, which is defined as net income before share-based compensation expense and non-recurring items<br> such as impairment of investments in equity investees, gain/(loss) on disposal of equity investment and<br> subsidiary and corresponding tax impact which management aims to better represent the underlying business<br> operations.
(3)	Adjusted EBITDA is a non-GAAP financial<br> measure, which is defined as net income before depreciation, amortization, interest expenses and income<br> tax expenses, and further adjusted to exclude the shared-based compensation expense and non-recurring<br> items such as impairment of investments in equity investees, gain/(loss) on disposal of equity investment<br> 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<br> American depositary share attributable to ordinary shareholders is a non-GAAP financial measure. It is<br> defined as adjusted net income attributable to ordinary shareholders divided by weighted average number<br> of basic and diluted American depositary shares, respectively.

Mr. Meisong Lai, Founder, Chairman and Chief Executive Officer of ZTO, commented, “During the second quarter, ZTO further narrowed the gap to industry average growth rate despite continued industry mix-shift towards lower unit economics. Supported by leading service quality, we achieved over 9.8 billion parcels and delivered 2.1 billion of adjusted net income. Retail volume’s growth momentum remained strong at over 50% than last year and it contributed positively to overall margin.”

Mr. Lai added, “Our strategic focus of ‘Quality Is Number One’ will continue to drive for differentiated product and service experiences for the long run. In the current market dynamics, preferences for lower-price appear to be the mainstream, however, we believe it would eventually be replaced by true value-prepositions which are not only economical but also uncompromising on quality. Our last mile initiatives specifically aimed at reducing costs and enhancing capabilities are generating intended results. The longer-term significance means a much more competitive as well as profitable partner and courier network, and hence the ZTO brand, with its expanding comprehensive logistic product and services, will maintain leadership in quality, market presence and profitability.”

Ms. Huiping Yan, Chief Financial Officer of ZTO, commented, “ZTO’s core express ASP decreased by 6 cents as a net result of 18 cents in higher volume incentives and 5 cents from lower average weight per parcel partially offset by 17 cents increase in KA unit price. Combined unit sorting and transportation costs decreased 7 cents upon vigorous effort on operating efficiency gain. SG&A costs remained stable at 5.2% of revenue. Cash flow from operating activities was 2.2 billion, and capital spending was 1.1 billion.”

Ms. Yan added, “We believe change is the constant norm. At ZTO, we have always been focused on what we want and can achieve. The current economic, competition and policy environment presented a new set of conditions for us. We are adjusting down our annual volume guidance to be in the range of 38.8 billion to 40.1 billion, or an annual volume growth rate of 14.0% to 18.0%. The business is committed to stay lock step ahead of industry average growth rate for the year. In addition, we will remain vigilant on executing strategies that strengthen existing and build competitive advantages for the future.”

Second Quarter 2025 Unaudited FinancialResults

	Three<br> Months Ended June 30,									Six<br> Months Ended June 30,
	2024				2025					2024				2025
	RMB		%		RMB		US	%		RMB		%		RMB		US	%
	(in thousands,<br> except percentages)
Express<br> delivery services		9,875,923		92.1		10,983,751			92.8		19,116,095		92.4		21,106,041			92.9
Freight<br> forwarding services		233,242		2.2		180,257			1.5		435,989		2.1		359,477			1.5
Sale of accessories		580,422		5.4		635,770			5.4		1,065,484		5.2		1,196,066			5.3
Others		36,377		0.3		32,029			0.3		68,402		0.3		61,688			0.3
Total<br> revenues		10,725,964		100.0		11,831,807			100.0		20,685,970		100.0		22,723,272			100.0

All values are in US Dollars.

Total Revenueswere RMB 11,831.8 million (US$1,651.7 million), an increase of 10.3% from RMB10,726.0 million in the same period of 2024. Revenue from the core express delivery business increased by 11.0% compared to the same period of 2024 as a result of a 16.5% growth in parcel volume offset by a 4.7% decrease in parcel unit price. KA revenue, generated by direct sales organizations, increased by 149.7% mainly driven by increase in e-commerce return parcels. Revenue from freight forwarding services decreased by 22.7% compared to the same period of 2024. Revenue from sales of accessories, largely consisted of sales of thermal paper used for digital waybills' printing, increased by 9.5%. Other revenues were derived mainly from financing services.

	Three<br> Months Ended June 30,									Six<br> Months Ended June 30,
	2024				2025					2024				2025
	RMB		%<br> of<br><br> revenues		RMB		US	%<br> of<br><br> revenues		RMB		%<br> of<br><br> revenues		RMB		US	%<br> of<br><br> revenues
	(in thousands,<br> except percentages)
Line-haul<br> transportation cost		3,283,123		30.6		3,290,945			27.8		6,654,616		32.2		6,774,009			29.8
Sorting<br> hub operating cost		2,227,670		20.8		2,414,839			20.4		4,395,871		21.3		4,729,435			20.8
Freight<br> forwarding cost		216,724		2.0		170,235			1.4		405,106		2.0		343,028			1.5
Cost<br> of accessories sold		160,093		1.5		151,204			1.3		293,140		1.4		284,463			1.3
Other<br> costs		1,217,877		11.3		2,860,187			24.2		2,314,675		11.1		4,958,720			21.8
Total cost of revenues		7,105,487		66.2		8,887,410			75.1		14,063,408		68.0		17,089,655			75.2

All values are in US Dollars.

Total cost ofrevenues was RMB8,887.4 million (US$1,240.6 million), an increase of 25.1% from RMB7,105.5 million in the same period last year.

Linehaul transportation cost was RMB3,290.9 million (US$459.4 million), an increase of 0.2% from RMB3,283.1 million in the same period last year. The unit transportation cost decreased 15.4% or 6 cents mainly attributable to better economies of scale, decreased fuel price and more effective route planning.

Sortinghub operating cost was RMB2,414.8 million (US$337.1 million), an increase of 8.4 % from RMB2,227.7 million in the same period last year. The increase primarily consisted of (i) RMB118.0 million (US$16.5 million) increase in labor-associated costs partially offset by automation-driven efficiency improvements, and (ii) RMB102.8 million (US$14.3 million) increase in depreciation and amortization costs associated with equipment and facilities. Sorting hub operating cost per unit decreased 3.8% or 1 cent as automation and standardization in operating procedures plus effective performance evaluation continued to dig deep for productivity gain. As of June 30, 2025, there were 690 sets of automated sorting equipment in service, compared to 515 sets as of June 30, 2024.

Costof accessories sold was RMB151.2 million (US$21.1 million), decreased 5.6% compared with RMB160.1 million in the same period last year.

Othercosts of RMB2,860.2 million (US$399.3 million), increased 134.9% from RMB1,217.9 million in the same period last year, which include an increase of RMB1,603.9 million (US223.9 million) for serving higher-valued enterprise customers.

Gross Profitwas RMB2,944.4 million (US$411.0 million), decreased by 18.7% from RMB3,620.5 million in the same period last year. Gross margin rate was 24.9% compared to 33.8% in the same period last year.

Total OperatingExpenses were RMB469.3 million (US$65.5 million), compared to RMB405.3 million in the same period last year.

Selling,general and administrative expenses were RMB623.6 million (US$87.1 million), increased by 5.2 % from RMB593.0 million in the same period last year. SG&A as a percentage of total revenues decreased to 5.3% from 5.5% in the same period last year demonstrating optimized corporate structure.

Otheroperating income, net was RMB154.3 million (US$21.5 million), compared to RMB187.7 million in the same period last year. Other operating income mainly consisted of (i) RMB71.0 million (US$9.9 million) of government subsidies and tax rebates, and (ii) RMB60.1 million (US$8.4 million) of rental and other income.

Income fromoperations was RMB2,475.1 million (US$345.5 million), a decrease of 23.0% from RMB3,215.2 million for the same period last year. The operating margin rate was 20.9% compared to 30.0% in the same period last year.

Interest incomewas RMB208.7 million (US$29.1 million), compared with RMB288.1 million in the same period last year.

Interest expenseswas RMB98.1 million (US$13.7 million), compared with RMB115.9 million in the same period last year.

Loss from fairvalue changes of financial instruments was RMB3.6 million (US$0.5 million), compared with a gain of RMB54.9 million in the same period last year. Such gain or loss from fair value changes of the financial instruments were quoted by commercial banks according to market-based estimation of future redemption prices.

Impairment ofGoodwill was RMB84.4 million (US$11.8 million), related to the October 2017 acquisition of China Oriental Express Co., Ltd.'s core freight forwarding business. This non-recurring charge was recognized as the fair value of the acquired operations declined below its carrying amount during the period.

Income tax expenseswere RMB575.5 million (US$80.3 million) compared to RMB665.0 million in the same period last year. Overall income tax rate was 22.9%, increased by 2.6 percentage points year over year, primarily attributable to the recognition of RMB166.0 million (US$23.3 million) in withholding tax on dividend payable to ZTO Express (Hong Kong) Limited.

Net income was RMB 1,964.6 million (US$274.2 million), which decreased by 24.8% from RMB2,614.0 million in the same period last year.

Basic and dilutedearnings per ADS attributable to ordinary shareholders were RMB2.42 (US$0.34) and RMB2.37 (US$0.33), compared to basic and diluted earnings per ADS of RMB3.24 and RMB3.16 in the same period last year, respectively.

Adjusted basicand diluted earnings per ADS attributable to ordinary shareholders were RMB2.53 (US$0.35) and RMB2.48 (US$0.35), compared with RMB3.48 and RMB3.38 in the same period last year, respectively.

Adjusted netincome was RMB2,052.7 million (US$286.5 million), compared with RMB2,805.7 million during the same period last year.

EBITDA^[1]^ was RMB3,446.8 million (US$481.2 million), compared with RMB4,150.1 million in the same period last year.

Adjusted EBITDAwas RMB3,534.9 million (US$493.5 million), compared to RMB4,339.7 million in the same period last year.

Net cash providedby operating activities was RMB2,168.2 million (US$302.7 million), compared with RMB3,480.1 million in the same period last year.

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

Declarationof Interim Dividend Payment

The board of directors (the "Board") has approved an interim cash dividend of US$0.30 per ADS and ordinary share for the six months ended June 30, 2025, to holders of its ordinary shares and ADSs as of the close of business on September 30, 2025. 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 30, 2025 (Hong Kong Time). The payment date is expected to be October 24, 2025 for holders of Class A and Class B ordinary shares, and October 31, 2025 for holders of ADSs.

Business Outlook

Based on current market and operating conditions, the Company revises down its previously stated annual parcel volume guidance. Parcel volume for 2025 is expected to be in the range of 38.8 billion to 40.1 billion, representing a 14.0% to 18.0% 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 RMB7.1636 to US$1.00, the noon buying rate on June 30, 2025 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 19, 2025 (8:30 AM Beijing Time on Wednesday, August 20, 2025).

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:	2240980

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 26, 2025:

United States:	1-877-344-7529
International:	1-412-317-0088
Passcode:	3645121

Additionally, a live and archived webcast of the conference call will be available at http://zto.investorroom.com.

About ZTO Express (Cayman) Inc.

ZTO Express (Cayman) Inc. (NYSE: ZTO and SEHK:2057) ("ZTO" or the "Company") is a leading and fast-growing express delivery company in China. ZTO provides express delivery service as well as other value-added logistics services through its extensive and reliable nationwide network coverage in China.

ZTO operates a highly scalable network partner model, which the Company believes is best suited to support the significant growth of e-commerce in China. The Company leverages its network partners to provide pickup and last-mile delivery services, while controlling the mission-critical line-haul transportation and sorting network within the express delivery service value chain.

For more information, please visit http://zto.investorroom.com.

Safe Harbor Statement

This announcement contains statements that may constitute "forward-looking" statements pursuant to the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "aims," "future," "intends," "plans," "believes," "estimates," "likely to," and other similar expressions. Among other things, the business outlook and quotations from management in this announcement contain forward-looking statements. ZTO may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the "SEC") and The Stock Exchange of Hong Kong Limited (the "HKEX"), in its interim and annual reports to shareholders, in announcements, circulars or other publications made on the website of the HKEX, in press releases and other written materials, and in oral statements made by its officers, directors, or employees to third parties. Statements that are not historical facts, including but not limited to statements about ZTO's beliefs, plans, and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: risks relating to the development of the e-commerce and express delivery industries in China; its significant reliance on certain third-party e-commerce platforms; risks associated with its network partners and their employees and personnel; intense competition which could adversely affect the Company's results of operations and market share; any service disruption of the Company's sorting hubs or the outlets operated by its network partners or its technology system; ZTO's ability to build its brand and withstand negative publicity, or other favorable government policies. Further information regarding these and other risks is included in ZTO's filings with the SEC and the HKEX. All information provided in this announcement is as of the date of this announcement, and ZTO does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

UNAUDITED CONSOLIDATED FINANCIAL DATA

Summary of Unaudited Consolidated Comprehensive Income Data:

	Three<br> Months Ended June 30,								Six<br> Months Ended June 30,
	2024			2025					2024			2025
	RMB			RMB			US		RMB			RMB			US
	(in thousands,<br> except for share and per share data)
Revenues		10,725,964			11,831,807					20,685,970			22,723,272
Cost of revenues		(7,105,487	)		(8,887,410	)		)		(14,063,408	)		(17,089,655	)		)
Gross profit		3,620,477			2,944,397					6,622,562			5,633,617
Operating (expenses)/income:
Selling, general and administrative		(592,978	)		(623,587	)		)		(1,489,619	)		(1,361,098	)		)
Other operating<br> income, net		187,698			154,274					348,955			607,943
Total operating<br> expenses		(405,280	)		(469,313	)		)		(1,140,664	)		(753,155	)		)
Income from operations		3,215,197			2,475,084					5,481,898			4,880,462
Other income/(expenses):
Interest income		288,077			208,732					533,098			407,124
Interest expense		(115,855	)		(98,112	)		)		(199,771	)		(166,988	)		)
Gain/(loss)<br> from fair value changes of financial instruments		54,862			(3,635	)		)		97,582			32,978
Gain/(loss)<br> on disposal of equity investees, subsidiaries and others		11,683			(714	)		)		12,134			(567	)		)
Impairment<br> of investment in equity investees		(194,452	)		-					(672,816	)		-
Impairment of goodwill		-			(84,431	)		)		-			(84,431	)		)
Foreign<br> currency exchange gain before tax		15,178			16,419					20,562			12,375
Income<br> before income tax, and share of income in equity method investments		3,274,690			2,513,343					5,272,687			5,080,953
Income tax expense		(665,011	)		(575,531	)		)		(1,231,316	)		(1,107,105	)		)
Share<br> of income in equity method investments		4,318			26,747					20,373			29,892
Net income		2,613,997			1,964,559					4,061,744			4,003,740
Net<br> income attributable to non-controlling interests		(2,195	)		(26,227	)		)		(23,896	)		(72,161	)		)
Net<br> income attributable to ZTO Express (Cayman) Inc.		2,611,802			1,938,332					4,037,848			3,931,579
Net<br> income attributable to ordinary shareholders		2,611,802			1,938,332					4,037,848			3,931,579
Net<br>earnings per share attributed to ordinary shareholders
Basic		3.24			2.42					5.01			4.92
Diluted		3.16			2.37					4.90			4.81
Weighted<br> average shares used in calculating net earnings per ordinary share/ADS
Basic		806,668,101			799,752,637					805,806,731			799,123,030
Diluted		839,697,501			833,990,437					838,836,131			833,360,830
Net income		2,613,997			1,964,559					4,061,744			4,003,740
Other<br> comprehensive income/(loss),net of tax of nil:
Foreign<br> currency translation adjustment		(35,230	)		41,831					(117,560	)		50,532
Comprehensive income		2,578,767			2,006,390					3,944,184			4,054,272
Comprehensive<br> income attributable to non-controlling interests		(2,195	)		(26,227	)		)		(23,896	)		(72,161	)		)
Comprehensive<br> income attributable to ZTO Express (Cayman) Inc.		2,576,572			1,980,163					3,920,288			3,982,111

All values are in US Dollars.

Unaudited Consolidated Balance<br> Sheets Data:

			June 30,
			2025
			RMB			US

ASSETS
Current<br> assets:
Cash<br> and cash equivalents	13,465,442			13,291,796
Restricted<br> cash	37,517			22,684
Accounts<br> receivable, net	1,503,706			1,395,625
Financing<br> receivables	1,178,617			885,730
Short-term<br> investment	8,848,447			13,232,512
Inventories	38,569			47,902
Advances<br> to suppliers	783,599			752,190
Prepayments<br> and other current assets	4,329,664			4,806,581
Amounts<br> due from related parties	168,160			85,585
Total<br> current assets	30,353,721			34,520,605
Investments<br> in equity investees	1,871,337			1,890,758
Property<br> and equipment, net	33,915,366			34,861,771
Land<br> use rights, net	6,170,233			6,266,927
Intangible<br> assets, net	17,043			13,944
Operating<br> lease right-of-use assets	566,316			491,684
Goodwill	4,241,541			4,157,111
Deferred<br> tax assets	984,567			1,098,960
Long-term<br> investment	12,017,755			9,054,110
Long-term<br> financing receivables	861,453			1,057,892
Other<br> non-current assets	919,331			840,081
Amounts<br> due from related parties-non current	421,667			366,917
TOTAL<br> ASSETS	92,340,330			94,620,760
LIABILITIES AND EQUITY
Current<br> liabilities
Short-term<br> bank borrowing	9,513,958			11,046,963
Accounts<br> payable	2,463,395			2,415,671
Advances<br> from customers	1,565,147			1,660,272
Income<br> tax payable	488,889			354,127
Amounts<br> due to related parties	202,766			131,294
Operating<br> lease liabilities	183,373			168,746
Dividends<br> payable	14,134			14,345
Convertible<br> senior bond	7,270,081			7,156,412
Other<br> current liabilities	6,571,492			5,506,921
Total<br> current liabilities	28,273,235			28,454,751
Long-term<br> bank borrowing	-			180,000
Non-current<br> operating lease liabilities	377,717			321,857
Deferred<br> tax liabilities	1,014,545			808,346
TOTAL<br> LIABILITIES	29,665,497			29,764,954
Shareholders’ equity
Ordinary<br> shares (US0.0001 par value; 10,000,000,000 shares authorized; 810,339,182 shares issued and 798,622,719 shares outstanding as of<br> December 31, 2024; 804,468,490 shares issued and 799,752,637 shares outstanding as of June 30, 2025)	523			519
Additional<br> paid-in capital	24,389,905			24,358,069
Treasury<br> shares, at cost	(1,131,895	)		(271,027	)		)
Retained<br> earnings	39,098,553			40,354,210
Accumulated<br> other comprehensive loss	(294,694	)		(244,162	)		)
ZTO Express (Cayman) Inc.<br> shareholders’ equity	62,062,392			64,197,609
Noncontrolling<br> interests	612,441			658,197
Total<br> Equity	62,674,833			64,855,806
TOTAL<br> LIABILITIES AND EQUITY	92,340,330			94,620,760

All values are in US Dollars.

Summaryof Unaudited Consolidated Cash Flow Data:

	Three<br> Months Ended June 30,								Six<br> Months Ended June 30,
	2024			2025					2024			2025
	RMB			RMB			US		RMB			RMB			US
	(in thousands)
Net cash provided<br> by operating activities		3,480,095			2,168,208					5,511,115			4,531,184
Net cash used in investing activities		(4,666,289	)		(1,163,517	)		)		(7,044,941	)		(4,321,982	)		)
Net cash used in financing activities		(1,103,622	)		(117,713	)		)		(973,492	)		(378,804	)		)
Effect<br> of exchange rate changes on cash, cash equivalents and restricted cash		(3,526	)		(19,706	)		)		35,077			(32,266	)		)
Net<br> (decrease)/increase in cash, cash equivalents and restricted cash		(2,293,342	)		867,272					(2,472,241	)		(201,868	)		)
Cash,<br> cash equivalents and restricted cash at beginning of period		12,872,411			12,461,807					13,051,310			13,530,947
Cash,<br> cash equivalents and restricted cash at end of period		10,579,069			13,329,079					10,579,069			13,329,079

All values are in US Dollars.

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<br> of
	June 30,		June 30,
	2024		2025
	RMB		RMB		US
			(in thousands)
Cash and cash equivalents		10,542,131		13,291,796
Restricted cash, current		22,253		22,684
Restricted<br> cash, non-current		14,685		14,599
Total<br> cash, cash equivalents and restricted cash		10,579,069		13,329,079

All values are in US Dollars.

Reconciliationsof GAAP and Non-GAAP Results

	Three<br> Months Ended June 30,						Six<br> Months Ended June 30,
	2024			2025			2024			2025
	RMB			RMB		US	RMB			RMB		US
	(in thousands,<br> except for share and per share data)
Net income		2,613,997			1,964,559			4,061,744			4,003,740
Add:
Share-based<br> compensation expense ^(1)^		6,768			2,994			305,155			223,263
Impairment<br> of investment in equity investees ^(1)^		194,452			-			672,816			-
Impairment of goodwill		-			84,431			-			84,431
(Gain)/loss<br> on disposal of equity investees and subsidiaries and others, net of income taxes		(9,496	)		714			(9,947	)		593
Adjusted<br> net income		2,805,721			2,052,698			5,029,768			4,312,027
Net income		2,613,997			1,964,559			4,061,744			4,003,740
Add:
Depreciation		720,930			770,270			1,473,049			1,559,378
Amortization		34,345			38,306			68,325			76,125
Interest<br> expenses		115,855			98,112			199,771			166,988
Income<br> tax expenses		665,011			575,531			1,231,316			1,107,105
EBITDA		4,150,138			3,446,778			7,034,205			6,913,336
Add:
Share-based<br> compensation expense ^(1)^		6,768			2,994			305,155			223,263
Impairment<br> of investment in equity investees ^(1)^		194,452			-			672,816			-
Impairment of goodwill		-			84,431			-			84,431
(Gain)/loss<br> on disposal of equity investees and subsidiaries and others, before income taxes		(11,683	)		714			(12,134	)		567
Adjusted<br> EBITDA		4,339,675			3,534,917			8,000,042			7,221,597

All values are in US Dollars.

(1) Net of income taxes of nil

Reconciliationsof GAAP and Non-GAAP Results

	Three<br> Months Ended June 30,						Six<br> Months Ended June 30
	2024			2025			2024			2025
	RMB			RMB		US	RMB			RMB		US
	(in thousands,<br> except for share and per share data)
Net<br> income attributable to ordinary shareholders		2,611,802			1,938,332			4,037,848			3,931,579
Add:
Share-based<br> compensation expense ^(1)^		6,768			2,994			305,155			223,263
Impairment<br> of investment in equity investees ^(1)^		194,452			-			672,816			-
Impairment of goodwill		-			84,431			-			84,431
(Gain)/loss<br> on disposal of equity investees and subsidiaries and others, net of income taxes		(9,496	)		714			(9,947	)		593
Adjusted<br> Net income attributable to ordinary shareholders		2,803,526			2,026,471			5,005,872			4,239,866
Weighted<br> average shares used in calculating net earnings per ordinary share/ADS
Basic		806,668,101			799,752,637			805,806,731			799,123,030
Diluted		839,697,501			833,990,437			838,836,131			833,360,830
Net<br> earnings per share/ADS attributable to ordinary shareholders
Basic		3.24			2.42			5.01			4.92
Diluted		3.16			2.37			4.90			4.81
Adjusted<br> net earnings per share/ADS attributable to ordinary shareholders
Basic		3.48			2.53			6.21			5.31
Diluted		3.38			2.48			6.06			5.18

All values are in US Dollars.

(1) Net of income taxes of nil

For investor and media inquiries,please contact:

ZTO Express (Cayman) Inc.

Investor Relations

E-mail: [email protected]

Phone: +86 21 5980 4508

Exhibit 99.2

HongKong 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 arisingfrom or in reliance upon the whole or any part of the contents of this announcement.

Underour weighted voting rights structure, our share capital comprises Class A ordinary shares and Class B ordinary shares. EachClass A ordinary share entitles the holder to exercise one vote, and each Class B ordinary share entitles the holder to exercise10 votes, respectively, on all matters that require a shareholder’s vote. Shareholders and prospective investors should be awareof the potential risks of investing in a company with a weighted voting rights structure. Our American depositary shares, each representingone of our Class A ordinary shares, are listed on the New York Stock Exchange in the United States under the symbol ZTO.

ZTOExpress (Cayman) Inc.

中通快遞(開曼)有限公司

(Acompany controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)

(StockCode: 2057)

INTERIMRESULTS ANNOUNCEMENT

FORTHE SIX MONTHS ENDED JUNE 30, 2025

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, 2025, together with the comparative figures for the corresponding period in 2024, 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, 2025 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<br> Ended June 30,
	2024			2025			Change
	(Unaudited)			(Unaudited)			(%)
		(RMB in thousands, except percentages and per share data)
Revenues		20,685,970			22,723,272			9.8	%
Cost of revenues		(14,063,408	)		(17,089,655	)		21.5	%
Gross profit		6,622,562			5,633,617			(14.9	)%
Net income		4,061,744			4,003,740			(1.4	)%
Net income attributable to ordinary shareholders		4,037,848			3,931,579			(2.6	)%
Non-GAAP Financial Measures:<br> EBITDA^(1)^		7,034,205			6,913,336			(1.7	)%
Adjusted EBITDA^(2)^		8,000,042			7,221,597			(9.7	)%
Adjusted net income^(3)^		5,029,768			4,312,027			(14.3	)%
Adjusted net income attributable to ordinary shareholders^(4)^		5,005,872			4,239,866			(15.3	)%
Adjusted basic and diluted earnings per ADS attributable to ordinary shareholders^(5)^
Basic		6.21			5.31			(14.5	)%
Diluted		6.06			5.18			(14.5	)%
(1)	EBITDA is a non-GAAP<br> financial measure, which is defined<br> as net income before depreciation, amortization, interest expenses and income tax expenses<br> which management aims to better represent the underlying business operations.
---	---
(2)	Adjusted<br> EBITDA is a non-GAAP financial measure, which is defined as net income before depreciation,<br> amortization, interest expenses and income tax expenses, and further adjusted to exclude<br> the shared-based compensation expense and non-recurring items such as impairment of investment<br> in equity investees, gain/ loss on disposal of equity investees and subsidiaries which management<br> aims to better represent the underlying business operations.
---	---
(3)	Adjusted<br> net income is a non-GAAP financial measure, which is defined as net income before share-based<br> compensation expense and non-recurring items such as impairment of investment in equity investees,<br> gain/loss on disposal of equity investees and subsidiaries and corresponding tax impact in<br> which management aims to better represent the underlying business operations.
---	---
(4)	Adjusted<br> net income attributable to ordinary shareholders is a non-GAAP financial measure. It is defined<br> as net income attributable to ordinary shareholders of the Group excluding shared-based compensation<br> expense and non-recurring items such as impairment of investment in equity investees, gain/loss<br> on disposal of equity investees and subsidiaries which management aims to better represent<br> the underlying business operations.
---	---
(5)	Adjusted<br> basic and diluted earnings per ADS attributable to ordinary shareholders is a non-GAAP financial<br> measure. It is defined as adjusted net income attributable to ordinary shareholders divided<br> by weighted average number of basic and diluted ADS, respectively.
---	---

Non-GAAPFinancial 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<br> the Six Months Ended June 30,
	2024			2025
	RMB			RMB		US
	(Unaudited)			(Unaudited)		(Unaudited)
	(in thousands, except for share and per share data)
Net<br> income		4,061,744		****	4,003,740
Add:				****	****
Share-based<br> compensation expense^(1)^		305,155		****	223,263
Impairment<br> of investment in equity investees^(1)^		672,816		****	–
Impairment<br> of goodwill^(1)^		–		****	84,431
(Gain)/Loss<br> on disposal of equity investees and subsidiaries, net of income taxes		(9,947	)	****	593
Adjusted<br> net income		5,029,768		****	4,312,027
Net income		4,061,744		****	4,003,740
Add:				****	****
Depreciation		1,473,049		****	1,559,378
Amortization		68,325		****	76,125
Interest<br> expenses		199,771		****	166,988
Income<br> tax expenses		1,231,316		****	1,107,105
EBITDA		7,034,205		****	6,913,336
Add:				****	****
Share-based<br> compensation expense		305,155		****	223,263
Impairment<br> of investment in equity investees		672,816		****	–
Impairment<br> of goodwill		–		****	84,431
(Gain)/Loss<br> on disposal of equity investees and subsidiaries		(12,134)		****	567
Adjusted<br> EBITDA		8,000,042		****	7,221,597

All values are in US Dollars.

(1)	Net of income taxes of nil

	For<br> the Six Months Ended June 30,
	2024			2025
	RMB			RMB		US
	(Unaudited)			(Unaudited)		(Unaudited)
	(in thousands, except for share and per share data)
Net<br> income attributable to ordinary shareholders		4,037,848			3,931,579
Add:					****
Share-based<br> compensation expense^(1)^		305,155			223,263
Impairment<br> of investment in equity investees^(1)^		672,816			–
Impairment<br> of goodwill^(1)^		–			84,431
(Gain)/Loss<br> on disposal of equity investees and subsidiaries, net of income taxes		(9,947	)		593
Adjusted<br> net income attributable to ordinary shareholders		5,005,872			4,239,866
Weighted<br> average shares used in calculating net earnings per ordinary share/ADS					****
Basic		805,806,731			799,123,030
Diluted		838,836,131			833,360,830
Net earnings<br> per share/ADS attributable to ordinary shareholders					****
Basic		5.01			4.92
Diluted		4.90			4.81
Adjusted<br> net earnings per share/ADS attributable to ordinary shareholders					****
Basic		6.21			5.31
Diluted		6.06			5.18

All values are in US Dollars.

(1)	Net<br> of income taxes of nil

BUSINESSREVIEW AND OUTLOOK

BusinessReview 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 2025, we achieved solid financial and operating results as we continue to improve service quality and operational efficiency amidst intensified industry competition. Our revenue increased by 9.8% from RMB20,686.0 million for the six months ended June 30, 2024 to RMB22,723.3 million for the same period in 2025, 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 DeliveryBusiness

We derive a substantial part of our revenues from express delivery services that we provide to our network partners, which mainly include parcel sorting and line-haul transportation. We charge our network partners a network transit fee for each parcel that is processed through our network. In addition, we also directly provide express delivery services to certain enterprise customers, including vertical e-commerce and traditional merchants, in connection with the delivery of their products to end consumers as well as associated returned parcels services. We also generate revenues from the sale of ancillary materials, such as portable barcode readers, thermal paper and ZTO-branded packing materials and uniforms, to our network partners.

We determine the level of pricing of our network transit fee based on the operating costs of our business while also considering other factors, including market conditions and competition as well as our service quality. The network transit fees we charge our network partners are primarily measured by (i) a fixed amount for a waybill attached to each parcel and (ii) a variable amount per parcel for sorting and line-haul transportation based on the parcel weight and route distance. The delivery service fees we charge the enterprise customers are also based on parcel weight and route distance.

Our network partners generally charge each parcel sender a delivery services fee directly. They have full discretion over the pricing of their services after taking into consideration certain of their costs, including the network transit fees we charge them and other factors, including market conditions and competition as well as their service quality. There has historically been decline in the delivery services fees charged by our network partners to parcel senders partially due to decreasing unit operational costs and market competition. We have been able to adjust the level of network transit fees based on market conditions and our operating costs.

Ecosystem of IntegratedSolutions

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 Networkand 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, 2025, we had approximately 6,000 direct network partners operating over 31,000 pickup and delivery outlets and approximately 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.

LogisticsInfrastructure

Our expansive service network is supported by our mission-critical line-haul transportation and sorting infrastructure. As of June 30, 2025, our logistics infrastructure network comprised 94 sorting hubs with 690 automation lines and approximately 3,900 line-haul routes serviced by over 10,000 self-owned line-haul trucks, out of which more than 9,400 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.

TechnologyInfrastructure

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, 2025 compared to the same period in 2024.

Environment, Socialand 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 Eventsafter 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 its efficient utilization to establish our competitive advantage, and we have consistently stayed 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.

Based on current market conditions and current operations, the Company revises down its previously stated annual guidance. Parcel volume for 2025 is expected to be in the range of 38.8 billion to 40.1 billion, representing a 14% to 18% increase year over year. Such estimates represent management’s current and preliminary view, which are subject to change.

MANAGEMENT DISCUSSIONAND ANALYSIS

Revenues

	For<br> the Six Months Ended June 30,
	2024		2025		% of <br><br>revenues
	(Unaudited)		(Unaudited)
	(RMB in thousands, except percentages)
Revenues:
Express delivery services		19,116,095		21,106,041		92.9
Freight forwarding services		435,989		359,477		1.5
Sale of accessories		1,065,484		1,196,066		5.3
Others		68,402		61,688		0.3
Total revenues		20,685,970		22,723,272		100.0

Core Express Delivery Business

Revenues from our core express delivery business increased by 10.4% from RMB20,250.0 million for the six months ended June 30, 2024 to RMB22,363.8 million for the same period in 2025 as a result of a 17.7% growth in parcel volume and a 6.2% decrease in 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, 2025, such fees represented 74.4% 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 140.9% which is driven by an increase in e-commerce return parcels.

Freight ForwardingServices

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, 2025, revenue from such services decreased by 17.5% compared to the same period in 2024.

Sale of Accessoriesand 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, 2025, revenue from sale of accessories and others increased by 12.3% compared to the same period in 2024. 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<br> the Six Months Ended June 30,
	2024		2025		% of <br><br>revenues
	(Unaudited)		(Unaudited)
	(RMB in thousands, except percentages)
Line-haul transportation cost		6,654,616		6,774,009		29.8
Sorting hub operating cost		4,395,871		4,729,435		20.8
Freight forwarding cost		405,106		343,028		1.5
Cost of accessories sold		293,140		284,463		1.3
Other costs		2,314,675		4,958,720		21.8
Total cost of revenues		14,063,408		17,089,655		75.2

Total cost of revenues increased by 21.5% from RMB14,063.4 million for the six months ended June 30, 2024 to RMB17,089.7 million for the six months ended June 30, 2025.

·	Line haul transportation cost was RMB6,774.0 million, an increase of 1.8% from RMB6,654.6<br> million in the same period of 2024. The unit transportation cost decreased by 14.0% or 6<br> cents mainly attributable to better economies of scale, decreased fuel price and more effective<br> route planning.
·	Sorting hub operating cost was RMB4,729.4 million, an increase of 7.6% from RMB4,395.9 million<br> in the same period of 2024. The increase primarily consisted of (i) RMB228.0 million<br> increase in labor-associated costs, a net result of wage increases partially offset by automation-driven<br> efficiency improvement, and (ii) RMB172.0 million increase in depreciation and amortization<br> costs associated with equipment and facilities. Sorting hub operating cost per unit decreased<br> by 7.1% or 2 cents as automation and standardization in operating procedures plus effective<br> performance evaluation continued to dig deep for productivity gain. As of June 30, 2025,<br> 690 sets of automated sorting equipment were in service, compared to 515 sets as of June 30,<br> 2024.
---	---
·	Freight forwarding cost was RMB343.0 million, representing a decrease by 15.3% compared with<br> RMB405.1 million in the same period of 2024 as freight forwarding revenue declined.
---	---
·	Cost of accessories sold was RMB284.5 million, representing a decrease by 3.0% compared with<br> RMB293.1 million in the same period of 2024.
---	---
·	Other costs were RMB4,958.7 million, an increase of 114.2% from RMB2,314.7 million in the same<br> period of 2024, which includes an increase of RMB2,312.3 million for serving higher-valued<br> enterprise customers.
---	---

Gross Profit

Gross profit decreased by 14.9% from RMB6,622.6 million for the six months ended June 30, 2024 to RMB5,633.6 million for the six months ended June 30, 2025. Our gross profit margin decreased to 24.8% for the six months ended June 30, 2025 from 32.0% for the same period of 2024.

Operating Expenses

Total operating expenses decreased by 34.0% to RMB753.2 million for the six months ended June 30, 2025 from RMB1,140.7 million for the same period of 2024.

Selling,General and Administrative Expenses. Our selling, general and administrative expenses decreased by 8.6% from RMB1,489.6 million for the six months ended June 30, 2024 to RMB1,361.1 million for the six months ended June 30, 2025. This decrease was primarily due to an RMB88.7 million reduction in compensation and benefit expenses.

Otheroperating income, net. Our net other operating income increased by 74.2% from RMB349.0 million for the six months ended June 30, 2024 to RMB607.9 million for the six months ended June 30, 2025. Other operating income mainly consisted of (i) RMB478.6 million of government subsidies and tax rebates, and (ii) RMB96.0 million of rental and other income.

Income from Operations

Our income from operations was RMB4,880.5 million for the six months ended June 30, 2025, a decrease of 11.0% from RMB5,481.9 million for the same period last year. Operating margin rate decreased to 21.5% from 26.5% in the same period last year.

Other Income andExpense

Interestincome . Our interest income decreased by 23.6% from RMB533.1 million for the six months ended June 30, 2024 to RMB407.1 million for the six months ended June 30, 2025.

Interestexpense . Our interest expense decreased by 16.4% from RMB199.8 million for the six months ended June 30, 2024 to RMB167.0 million for the six months ended June 30, 2025.

Gainfrom fair value changes of financial instruments . Our gain from fair value changes of financial instruments was RMB33.0 million for the six months ended June 30, 2025, compared with a gain of RMB97.6 million in the same period last year. Such gain or loss from fair value changes of the financial instruments is quoted by commercial banks according to market-based estimation of future redemption prices.

Impairmentof goodwill. Our impairment of goodwill was RMB84.4 million for the six months ended June 30, 2025, related to the acquisition of China Oriental Express Co., Ltd.’s core freight forwarding business in October 2017. This non-recurring charge was recognized as the fair value of the acquired operations declined below its carrying amount during the period.

Foreigncurrency exchange gain . Our foreign currency exchange gain decreased by 39.8% from RMB20.6 million for the six months ended June 30, 2024 to RMB12.4 million for the six months ended June 30, 2025, mainly due to the fluctuation of the foreign currency-denominated bank deposits against the Chinese Renminbi.

Income Tax Expense

Our income tax expense decreased by 10.1% from RMB1,231.3 million for the six months ended June 30, 2024 to RMB1,107.1 million for the six months ended June 30, 2025. Overall income tax rate decreased by 1.6 percentage points during the reporting period compared to the same period last year, primarily due to non-tax-deductible impairment losses recorded in the same period last year: (i) RMB478.4 million on the investment in Cainiao Smart Logistics Network Limited upon a tender offer repurchase, (ii) RMB194.5 million related to the investment in Cainiao subsidiary Zhejiang Yizhan Network Technology Co., Ltd. This decrease was partially offset by a RMB112.0 million increase in withholding tax on dividend payable to ZTO Express (Hong Kong) Limited during the reporting period.

Net Income

As a result of the foregoing, our net income decreased by 1.4% from RMB4.1 billion for the six months ended June 30, 2024 to RMB4.0 billion for the six months ended June 30, 2025.

Future Plans forMaterial Investments or Capital Asset

As of June 30, 2025, we did not have detailed future plans for material investments or capital assets.

Gearing Ratio

As of June 30, 2025, our gearing ratio was 31.5%, compared to 32.1% as of December 31, 2024, calculated by dividing total liabilities by total assets.

Liquidity and CapitalResources

Our principal sources of liquidity have been proceeds from cash flows from operating activities and financing activities. As of June 30, 2025, our cash and cash equivalents, restricted cash and short-term investments were RMB13,291.8 million, RMB22.7 million, and RMB13,232.5 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, 2025, approximately 83.6% of our cash and cash equivalents, restricted cash and short-term investments were held by subsidiaries and affiliated entities incorporated in China, and approximately 83.3% of our cash and cash equivalents, restricted cash and short-term investments were denominated in Renminbi.

As of June 30, 2025, we had outstanding principal amount of short-term bank borrowings and long-term borrowings of RMB11.0 billion and RMB180.0 million, respectively. The weighted average interest rate of short-term borrowings and long-term borrowings drawn were 1.41% and 2.76% in the six months ended June 30, 2025. 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, 2025.

Material Acquisitionsand 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, 2025, our interest-bearing time deposits of RMB3.6 billion were used as pledge for the issuance of bank acceptance notes.

Foreign ExchangeRisk

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, 2025, we had RMB4,375.0 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 RMB397.7 million in our cash and cash equivalents, restricted cash and short-term investment.

Interest Rate Risk

Our exposure to interest rate risk primarily relates to the interest income generated by excess cash, which is mostly held in interest-bearing bank deposits. Investments in both fixed rate and floating rate interest earning instruments carry a degree of interest rate risk. Fixed rate securities may have their fair market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Due in part to these factors, our future investment income may fall short of expectations due to changes in interest rates, or we may suffer losses in principal if we have to sell securities which have declined in market value due to changes in interest rates. Our exposure to interest rate risk also arises from our borrowings that have a floating rate of interest. The costs of floating rate borrowings may be affected by the fluctuations in the interest rates. We have not been, and do not expect to be, exposed to material risks due to changes in interest rates, and we have not used any derivative financial instruments to manage our interest risk exposure.

Contingent Liabilities

We had no material contingent liabilities as of June 30, 2025.

Capital Expendituresand 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 RMB3.1 billion for the six months ended June 30, 2025 (six months ended June 30, 2024: RMB3.0 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, 2025 amounted to RMB6.0 billion. All of these capital commitments will be fulfilled based on the construction progress.

Employeesand Remuneration

As of June 30, 2025, we had a total of 23,913 employees. The following table sets out the breakdown of our own employees by function as of June 30, 2025:

Functional Area
Sorting	7,716	32.3
Transportation	3,337	14.0
Management and Administration	4,453	18.6
Operation Support & Customer Service	6,918	28.9
Technology and Engineering	1,080	4.5
Sales and Marketing	409	1.7
Total	23,913	100.0

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

Our total remuneration cost of employees of the Group without share-based compensation expense incurred from the six months ended June 30, 2025 was RMB1,590.3 million, as compared to RMB1,717.8 million for the six months ended June 30, 2024.

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 cash incentive scheme through ZTO ES and the 2024 Plan during the Reporting Period. Further details in respect of share incentive plans are set out in the annual report of the Company for the year ended December 31, 2024.

CORPORATEGOVERNANCE

Compliancewith the CG Code

The Company is committed to maintaining high standards of corporate governance to safeguard the interests of the shareholders and to enhance corporate value and accountability. During the six months ended June 30, 2025 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 in Appendix C1 to the Listing Rules, 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.

Compliancewith 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 set out in Appendix C3 to the Listing Rules, as its own securities dealing code to regulate all dealings by Directors and relevant employees of securities in the Company and other matters covered by the Code.

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

AuditCommittee

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<br> the independent auditors and pre-approving all auditing and non-auditing services permitted<br> to be performed by the independent auditors;
·	reviewing<br> with the independent auditors any audit problems or difficulties and management’s response;
---	---
·	discussing<br> the annual audited financial statements with management and the independent auditors;
---	---
·	reviewing<br> and discussing with the independent auditors their annual audit plan, including the timing<br> and scope of audit activities, and monitor such plan’s progress and results during<br> the year;
---	---
·	reviewing<br> with management, the Company’s independent auditors and the Company’s internal<br> auditing department, the information which is required to be reported by the independent<br> auditor;
---	---
·	resolving<br> all disagreements between the Company’s independent auditors and management regarding<br> financial reporting;
---	---
·	reviewing<br> the adequacy and effectiveness of our accounting and internal control policies and procedures<br> and any steps taken to monitor and control major financial risk exposures;
---	---
·	reviewing<br> and approving all proposed related party transactions;
---	---
·	meeting<br> separately and periodically with management and the independent auditors; and
---	---
·	monitoring<br> compliance with our code of business conduct and ethics, including reviewing the adequacy<br> 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, 2025 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, 2025 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.

OTHERINFORMATION

Purchase,Sale or Redemption of the Company’s Listed Securities

During the Reporting Period, the Company repurchased a total of 352,791 ADSs on the NYSE (representing the same number of Class A ordinary shares (the “Repurchased Shares”)) for an aggregate consideration of US$6,341,912.13 (before expense). As at the date of this announcement, all the Repurchased Shares have been cancelled.

Particulars of the repurchases made by the Company during the Reporting Period are as follows:

NYSE

Month<br> 2025	Number<br> of<br><br> ADSs<br><br> repurchased		Highest<br> price<br> paid per ADS	Lowest<br> price<br> paid per ADS	Total<br> consideration paid<br> (before<br> expense)
			(US)	(US)	(US)
January		352,791

All values are in US Dollars.

Save as disclosed above, neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company’s securities listed (including sale of treasury shares as defined under the Listing Rules) on the Hong Kong Stock Exchange or NYSE during the six months ended June 30, 2025. The Company did not hold any treasury shares as defined under the Listing Rules as at June 30, 2025.

InterimDividend

The Board has approved an interim dividend of US$0.30 per ADS and ordinary share for the six months ended June 30, 2025, to holders of its ordinary shares and ADSs as of the close of business on September 30, 2025. 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 30, 2025 (Hong Kong Time). The payment date is expected to be October 24, 2025 for holders of Class A and Class B ordinary shares, and October 31, 2025 for holders of ADSs.

UNAUDITEDCONDENSED CONSOLIDATED BALANCE SHEETS

ASOF DECEMBER 31, 2024 AND JUNE 30, 2025

(Amountsin thousands, except for share and per share data)

		As of<br><br> <br>December 31,
	Notes	2024		As<br> of June 30, 2025
		RMB		RMB		US
		(Audited)		(Unaudited)		(Unaudited)
						(Note<br> 2(d))
ASSETS
Current<br> assets
Cash<br> and cash equivalents			13,465,442		13,291,796
Restricted<br> cash			37,517		22,684
Accounts<br> receivable, net	3		1,503,706		1,395,625
Financing<br> receivables, net			1,178,617		885,730
Short-term<br> investment			8,848,447		13,232,512
Inventories			38,569		47,902
Advances<br> to suppliers			783,599		752,190
Prepayments<br> and other current assets			4,329,664		4,806,581
Amounts<br> due from related parties	9		168,160		85,585
Total<br> current assets			30,353,721		34,520,605
Investments<br> in equity investees			1,871,337		1,890,758
Property<br> and equipment, net	4		33,915,366		34,861,771
Land<br> use rights, net			6,170,233		6,266,927
Intangible<br> assets, net			17,043		13,944
Operating<br> lease right-of-use assets			566,316		491,684
Goodwill			4,241,541		4,157,111
Deferred<br> tax assets			984,567		1,098,960
Long-term<br> investment			12,017,755		9,054,110
Long-term<br> financing receivables, net			861,453		1,057,892
Other<br> non-current assets			919,331		840,081
Amounts<br> due from related parties-non<br> current	9		421,667		366,917
TOTAL<br> ASSETS			92,340,330		94,620,760
LIABILITIES<br> AND EQUITY
Current<br> liabilities
Short-term<br> bank borrowings			9,513,958		11,046,963
Accounts<br> payable	5		2,463,395		2,415,671
Advances<br> from customers			1,565,147		1,660,272
Income<br> tax payable			488,889		354,127
Amounts<br> due to related parties	9		202,766		131,294
Operating<br> lease liabilities, current			183,373		168,746
Dividends<br> payable			14,134		14,345
Convertible<br> senior notes			7,270,081		7,156,412
Other<br> current liabilities			6,571,492		5,506,921

All values are in US Dollars.

		As of<br><br> <br>December 31,
	Notes	2024			As<br> of June 30, 2025
		RMB			RMB			US
		(Audited)			(Unaudited)			(Unaudited)
								(Note<br> 2(d))
Total<br> current liabilities			28,273,235			28,454,751
Long-term<br> bank borrowing			–			180,000
Non-current<br> operating lease liabilities			377,717			321,857
Deferred<br> tax liabilities			1,014,545			808,346
TOTAL LIABILITIES			29,665,497			29,764,954
Shareholders’ equity
Ordinary<br> shares (US$0.0001 par value; 10,000,000,000 shares authorized; 810,339,182 shares issued and 798,622,719 shares outstanding as of<br> December 31, 2024; 804,468,490 shares issued and 799,752,637 shares outstanding as of June 30, 2025)	10		523			519
Additional<br> paid-in capital			24,389,905			24,358,069
Treasury<br> shares, at cost (7,774,535 and 1,801,637 shares as of December 31, 2024 and June 30, 2025, respectively)			(1,131,895	)		(271,027	)		)
Retained<br> earnings			39,098,553			40,354,210
Accumulated<br> other comprehensive loss			(294,694	)		(244,162	)		)
ZTO Express (Cayman) Inc. shareholders’ equity			62,062,392			64,197,609
Non-controlling<br> interests			612,441			658,197
Total Equity			62,674,833			64,855,806
TOTAL LIABILITIES AND EQUITY			92,340,330			94,620,760

All values are in US Dollars.

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

UNAUDITEDCONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FORTHE SIX MONTHS ENDED JUNE 30, 2024 AND 2025

(Amountsin thousands, except for share and per share data)

****		Six months ended June 30,							****
****	Notes	2024			2025				****
		RMB			RMB			US
		(Unaudited)			(Unaudited)			(Unaudited)
								(Note<br> 2(d))
Revenues (including related party revenue of RMB111,354 and RMB222,316 for the six months ended June 30, 2024 and 2025, respectively)	2(e)		20,685,970			22,723,272
Cost of revenues (including related party cost of revenues of RMB608,562 and RMB647,473 for the six months ended June 30, 2024<br> and 2025, respectively)			(14,063,408	)		(17,089,655	)		)
Gross<br> profit			6,622,562			5,633,617
Operating<br> (expenses)/income
Selling,<br> general and administrative			(1,489,619	)		(1,361,098	)		)
Other<br> operating income, net			348,955			607,943
Total operating expenses			(1,140,664	)		(753,155	)		)
Income from operations			5,481,898			4,880,462
Other income/(expenses)
Interest<br> income			533,098			407,124
Interest<br> expense			(199,771	)		(166,988	)		)
Gain<br> from fair value changes of financial instruments			97,582			32,978
Gain/(loss) on disposal of equity investees and subsidiaries and others			12,134			(567	)		)
Impairment<br> of investment in equity investees			(672,816	)		-
Impairment<br> of goodwill			-			(84,431	)		)
Foreign<br> currency exchange gain			20,562			12,375

All values are in US Dollars.

****		Six months ended June 30,							****
****	Notes	2024			2025				****
		RMB			RMB			US
		(Unaudited)			(Unaudited)			(Unaudited)
								(Note<br> 2(d))
Income<br> before income tax and share of gain in equity method investments			5,272,687			5,080,953
Income<br> tax expense	6		(1,231,316	)		(1,107,105	)		)
Share<br> of gain in equity method investments			20,373			29,892
Net income			4,061,744			4,003,740
Net<br> income attributable to non-controlling interests			(23,896	)		(72,161	)		)
Net income attributable to ZTO Express (Cayman)<br> Inc.			4,037,848			3,931,579
Net<br> income attributable to ordinary shareholders			4,037,848			3,931,579
Net<br> earnings per share attributable to ordinary shareholders	8
Basic			5.01			4.92
Diluted			4.90			4.81
Weighted<br> average shares used in calculating net earnings per ordinary share/ADS
Basic			805,806,731			799,123,030
Diluted			838,836,131			833,360,830
Net income			4,061,744			4,003,740
Other comprehensive loss, net of tax of nil
Foreign<br> currency translation adjustment			(117,560)			50,532
Comprehensive income			3,944,184			4,054,272
Comprehensive<br> income attributable to non-controlling interests			(23,896	)		(72,161	)		)
Comprehensive income attributable to ZTO Express (Cayman) Inc.			3,920,288			3,982,111

All values are in US Dollars.

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

UNAUDITEDCONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FORTHE SIX MONTHS ENDED JUNE 30, 2024 AND 2025

(Amountsin thousands, except for share and per share data)

	ZTO<br> Express (Cayman) Inc. Shareholders’ Equity
	Ordinary<br> shares		Additional<br><br> paid-in<br><br> capital	Treasury<br><br> shares,<br><br> at cost		Retained<br><br> earnings		Accumulated<br><br> other<br> comprehensive<br> (loss)/income		Total		Non-<br><br> controlling<br><br> interests		Total<br> Equity
	Number of outstanding shares	RMB	RMB	RMB		RMB		RMB		RMB		RMB		RMB
Balance<br> 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<br> income	–	–	–	–		4,037,848		–		4,037,848		23,896		4,061,744
Foreign<br> currency translation adjustments	–	–	–	–		–		(117,560	)	(117,560	)	–		(117,560	)
Share-based<br> 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<br> of non-controlling interests of subsidiaries	–	–	7	–		–		–		7		(10	)	(3	)
Decrease<br> of non-controlling interests from disposal of subsidiaries	–	–	–	–		–		–		–		(2,630	)	(2,630	)
Capital<br> contribution from non-controlling interest holders	–	–	–	–		–		–		–		47,276		47,276
Distribution<br> of dividends (Note 11)	–	–	–	–		(3,600,516	)	–		(3,600,516	)	–		(3,600,516	)
Balance<br> 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.

	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		****	TotalEquity		****
	Number of outstanding shares		RMB			RMB			RMB			RMB			RMB			RMB			RMB			RMB
Balance<br> at January 1, 2025 (Audited)	798,622,719	****	****	523	****	****	24,389,905	****	****	(1,131,895	)	****	39,098,553	****	****	(294,694	)	****	62,062,392	****	****	612,441	****	****	62,674,833	****
Net<br> income	–	****	****	–	****	****	–	****	****	–	****	****	3,931,579	****	****	–	****	****	3,931,579	****	****	72,161	****	****	4,003,740	****
Foreign<br> currency translation adjustments	–	****	****	–	****	****	–	****	****	–	****	****	–	****	****	50,532		****	50,532		****	–	****	****	50,532
Share-based<br> compensation and ordinary shares issued for share- based compensation (Note 7)	1,482,709	****	****	–	****	****	204,899	****	****	66,270	****	****	(47,906	)	****	–	****	****	223,263	****	****	–	****	****	223,263	****
Repurchase<br> of ordinary shares (Note 10)	(352,791	)	****	–	****	****	–	****	****	(46,555	)	****	–	****	****	–	****	****	(46,555	)	****	–		****	(46,555	)
Cancellation<br> of treasury shares	–	****	****	(4	)	****	(236,735	)	****	841,153	****	****	(604,414	)	****	–	****	****	–	****	****	–		****	–
Capital<br> contribution from non-controlling interest holders	–	****	****	–	****	****	–	****	****	–	****	****	–	****	****	–	****	****	–	****	****	2,846	****	****	2,846	****
Distribution<br> of dividends (Note 11)	–	****	****	–	****	****	–	****	****	–	****	****	(2,023,602	)	****	–	****	****	(2,023,602	)	****	–	****	****	(2,023,602	)
Subsidiary<br> dividend distribution to non-controlling interests	–	****	****	–	****	****	–	****	****	–	****	****	–	****	****	–	****	****	–	****	****	(8,960	)	****	(8,960	)
Removal<br> of non-controlling interest due to disposal of subsidiaries	–	****	****	–	****	****	–	****	****	–	****	****	–	****	****	–	****	****	–	****	****	(20,291	)	****	(20,291	)
Balance<br> at June 30, 2025 (Unaudited)	799,752,637	****	****	519	****	****	24,358,069	****	****	(271,027	)	****	40,354,210	****	****	(244,162	)	****	64,197,609	****	****	658,197	****	****	64,855,806	****

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

UNAUDITEDCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FORTHE SIX MONTHS ENDED JUNE 30, 2024 AND 2025

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

	Six<br> months ended June 30,							****
	2024			2025				****
	RMB			RMB		****	US	****
	(Unaudited)			(Unaudited)		****	(Unaudited)	****
						****	(Note<br> 2(d))	****
Cash<br> flows from operating activities						****		****
Net<br> cash provided by operating activities		5,511,115			4,531,184	****		****
Cash<br> flows from investing activities
Purchases<br> of property and equipment		(2,646,799	)		(2,925,622	)		)
Purchases<br> of land use rights		(322,230	)		(146,504	)		)
Investments<br> in equity investees		(51,444	)		–	****		****
Purchases<br> of short-term investment		(8,019,733	)		(7,161,709	)		)
Maturity<br> of short-term investment		6,477,127			6,832,109	****		****
Purchases<br> of long-term investment		(3,435,647	)		(1,060,000	)		)
Maturity<br> of long-term investment		736,137			252	****		****
Net<br> cash in (out) in relation to disposal of equity<br> investees and subsidiaries		114,958			(205	)		)
Loan<br> to employees		(65,340	)		(44,042	)		)
Repayments<br> of loan to employees		59,811			44,364	****		****
Others		108,219			139,375	****		****
Net<br> cash used in investing activities		(7,044,941	)		(4,321,982	)		)
Cash<br> flows from financing activities						****		****
Proceeds<br> from short-term borrowings		11,560,800			10,486,281	****		****
Proceeds<br> from Long-term borrowings		–			180,000	****		****
Repayment<br> of short-term borrowings		(8,935,990	)		(8,945,827	)		)
Repurchase<br> of ordinary shares		–			(46,555	)		)
Capital<br> contribution from non-controlling interest<br> shareholder		2,060			2,846	****		****
Payment<br> of dividends		(3,600,362	)		(2,055,549	)		)
Net<br> cash used in financing activities		(973,492	)		(378,804	)		)
Effect<br> of exchange rate changes on cash, cash<br> equivalents and restricted cash		35,077			(32,266	)		)
Net<br> change in cash, cash equivalents and restricted<br> cash		(2,472,241	)		(201,868	)		)
Cash,<br> cash equivalents and restricted cash<br> at beginning of period		13,051,310			13,530,947	****		****
Cash,<br> cash equivalents and restricted cash<br> at end of period		10,579,069			13,329,079	****		****

All values are in US Dollars.

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,
	2024		2025
	RMB		RMB		US
	(Unaudited)		(Unaudited)		(Unaudited)<br> (Note 2(d))
Cash and cash equivalents		10,542,131		13,291,796
Restricted cash		22,253		22,684
Restricted cash, non-current (1)		14,685		14,599
Total cash, cash equivalents, and restricted cash shown in the statements of cash flows		10,579,069		13,329,079

All values are in US Dollars.

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 UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2025

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

1.	ORGANIZATION AND PRINCIPAL ACTIVITIES

ZTO Express (Cayman) Inc. (the “Company”) was incorporated under the laws of Cayman Islands on April 8, 2015. ZTO, its subsidiaries and its variable interest entity and subsidiaries of variable interest entity (“VIE”) (collectively also referred to as the “Group”) are principally engaged in express delivery services in the People’s Republic of China (the “PRC”) through a nationwide network partner model.

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a)	Basis of presentation
---	---

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted consistent with Article 10 of Regulation S-X. The condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments as necessary for the fair statement of the Group’s financial position as of December 31, 2024 and June 30, 2025, results of operations and cash flows for the six months ended June 30, 2024 and 2025. The condensed consolidated balance sheet at December 31, 2024 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, 2024. 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 has (1) the power to direct the activities that most significantly affects the economic performance of the VIE, and (2) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. If deemed the primary beneficiary, the Group consolidates the VIE.

The Group believes that there are no assets held in the consolidated VIE that can be used only to settle obligations of the VIE, except for registered capital and the PRC statutory reserves. As the consolidated VIE is incorporated as a limited liability company under the PRC Company Law, creditors of the VIE do not have recourse to the general credit of the Group for any of the liabilities of the consolidated VIE.

Relevant PRC laws and regulations restrict the VIE from transferring a portion of their net assets, equivalent to the balance of its statutory reserve and its share capital, to the Group in the form of loans and advances or cash dividends.

(c)	Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results may differ from these estimates. The Group bases its estimates on historical experience and other relevant factors.

(d)	Convenience translation

The Group’s business is primarily conducted in the PRC and almost all of the Group’s revenues are denominated in RMB. However, periodic reports made to shareholders will include current period amounts translated into U.S. dollars using the then current exchange rates, solely for the convenience of the readers outside the PRC. Translations of the condensed consolidated balance sheet condensed consolidated statement of comprehensive income and condensed consolidated statement of cash flows from RMB into U.S. dollars as of and for the six months ended June 30, 2025 were calculated at the rate of US$1.00 = RMB7.1636 representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on June 30, 2025. No representation was made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on June 30, 2025, or at any other rate.

(e)	Revenue recognition

Disaggregation of revenue

	Six months ended June 30,
	2024				2025
	RMB		%		RMB		US	%
	(Unaudited)				(Unaudited)		(Unaudited)
Express delivery services		19,116,095		92.4		21,106,041			92.9
Freight forwarding services		435,989		2.1		359,477			1.5
Sale of accessories		1,065,484		5.2		1,196,066			5.3
Others		68,402		0.3		61,688			0.3
Total revenues		20,685,970		100.0		22,723,272			100.0

All values are in US Dollars.

Contract assets and liabilities

Contract assets include unbilled receivables resulting from in-transit parcels, which were recorded in accounts receivable and not material as of December 31, 2024 and June 30, 2025.

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, 2024 and June 30, 2025.

(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<br><br> December 31,<br><br> 2024			As of June 30, 2025
---	---	---	---	---	---	---	---	---
	RMB			RMB			US
	(Audited)			(Unaudited)			(Unaudited)
Accounts receivable, gross		1,539,338			1,422,210
Less: Allowance for credit losses		(35,632	)		(26,585	)		)
Total		1,503,706			1,395,625

All values are in US Dollars.

The following is an analysis of accounts receivables by age, presented based on the invoice date, which approximated the revenue recognition date.

	As of<br><br> December 31,<br><br> 2024		As of June 30, 2025
	RMB		RMB		US
	(Audited)		(Unaudited)		(Unaudited)
Within 6 months		1,366,198		1,319,417
Between 6 months and 1 year		49,799		12,137
Between 1 year and 2 years		48,687		25,404
More than 2 years		74,654		65,252
Accounts receivable, gross		1,539,338		1,422,210

All values are in US Dollars.

4.	PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following:

	As of<br><br> December 31,<br><br> 2024			As of June 30, 2025
	RMB			RMB			US
	(Audited)			(Unaudited)			(Unaudited)
Buildings		24,774,679			27,381,238
Machinery and equipment		10,006,532			10,422,093
Leasehold improvements		1,173,822			1,209,029
Vehicles		5,544,713			5,521,588
Furniture, office and electric equipment		1,030,877			1,100,573
Construction in progress		4,649,302			3,792,710
Total		47,179,925			49,427,231
Accumulated depreciation		(13,236,644	)		(14,549,504	)		)
Impairment		(27,915	)		(15,956	)		)
Property and equipment, net		33,915,366			34,861,771

All values are in US Dollars.

Depreciation expenses were RMB1,473,049 (unaudited) and RMB1,635,503 (unaudited) for the six months ended June 30, 2024 and 2025, respectively. Loss on disposal of property and equipment were RMB58,070 (unaudited) and RMB33,200 (unaudited) for the six months ended June 30, 2024 and 2025, respectively.

The Company recorded impairment charges of RMB22,582 (unaudited) and nil (unaudited), related to property and equipment that were expected to be disposed of before the end of their estimated useful lives for the six months ended June 30, 2024 and 2025, respectively.

5.	ACCOUNTS PAYABLE

An aging analysis of the accounts payable as of December 31, 2024 and June 30, 2025, based on the invoice date or inception date at the end of the reporting period, is as follows:

	As of<br><br> December 31,<br><br> 2024		As of June 30, 2025
	RMB		RMB		US
	(Audited)		(Unaudited)		(Unaudited)
Within 6 months		2,448,751		2,403,058
Between 6 months and 1 year		9,154		8,068
Between 1 year and 2 years		2,840		2,530
More than 2 years		2,650		2,015
Total		2,463,395		2,415,671

All values are in US Dollars.

6.	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,
	2024			2025
	RMB			RMB			US
	(Unaudited)			(Unaudited)			(Unaudited)
Current tax expenses		1,319,902			1,427,696
Deferred tax		(88,586	)		(320,591	)		)
Total		1,231,316			1,107,105

All values are in US Dollars.

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, 2024 and 2025 were 23.35% (unaudited) and 21.79% (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 2024 and 2025, 6,027,415 and 5,138,560 ordinary share units corresponding to 1,205,483 and 1,027,712 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 RMB183,175 (unaudited) and RMB149,362 (unaudited) based on the market price at US$21.02 and US$20.05 of ordinary shares on the grant date for six months ended June 30, 2024 and 2025, 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. With effect from May 1, 2023, the scheme limit of the 2016 Share Incentive Plan was capped at the existing size of the share award pool as at December 31, 2022, i.e. 21,000,000 shares. The 2016 Share Incentive Plan was terminated in 2024. There were no outstanding awards under the 2016 Share Incentive Plan as of December 31, 2024.

2024 Share Incentive Plan

In March 2024, the Board approved the 2024 share incentive plan (the “2024 Share Incentive Plan”) in order to provide appropriate incentives to directors, employees, and consultants of the Group, pursuant to which the maximum number of shares of the Group underlying the awards to be granted under the 2024 Share Incentive Plan shall be 30,000,000 Class A ordinary shares, subject to adjustment and/or update by the Board.

Restricted share units

In March 2024, the Group granted 743,366 restricted share units (“RSU”) at par value to certain directors, 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 RMB112,956 (unaudited) based on the market price of ordinary shares at US$21.02 on the grant date for the six months ended June 30, 2024.

In March 2025, the Group granted 454,997 RSU at par value to certain directors, executive offices and employees pursuant to the 2024 Share Incentive Plan. These grants are vested immediately upon grant. The Group recorded the share-based compensation of RMB66,127 (unaudited) based on the market price of ordinary shares at US$20.05 on the grant date for the six months ended June 30, 2025.

Share Options

On March 22, 2024, the Group granted 916,200 share options to certain directors, executive offices and employees pursuant to the 2024 Share Incentive Plan. The exercise price is US$21.88. The options will be vested 33%, 33% and 34% on each of three anniversary dates from the grant date, respectively. The options have a contractual term of ten years.

The closing price of the Group’s shares immediately before March 22, 2024, the date of grant, was US$21.67 per share. The weighted-average grant date fair value for options granted to directors and employees during the six months ended June 30, 2024 was US$6.7 per share, computed using the binomial option pricing model. The binomial option pricing model requires the input of subjective assumptions including the expected stock price volatility and the expected price multiple at which employees are likely to exercise stock options. Expected volatilities are based on the average historical equity volatility of the Group. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

The fair value of stock options was estimated using the following significant assumptions:


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

All values are in US Dollars.

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

****
Share options outstanding as of January 1, 2025	916,200	9.23
Granted	-
Exercised	-
Forfeited	29,952
Share options outstanding as of June 30, 2025	886,248	8.67
Share options exercisable as of June 30, 2025	292,462	8.67

All values are in US Dollars.

The total share-based compensation expenses relating to these options was RMB9,024 (unaudited) and RMB7,774 (unaudited) during the six months ended June 30, 2024 and 2025. As of June 30, 2025, there was RMB12,773 (unaudited) of unrecognized compensation expense related to unvested share options, which is expected to be recognized over a weighted average period of 1.67 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,
	2024		2025
	RMB		RMB		US
	(Unaudited)		(Unaudited)		(Unaudited)
Numerator:
Net income attributable to ordinary shareholders – basic		4,037,848		3,931,579
Plus: Interest expense of convertible senior notes		74,977		75,927
Net income attributable to ordinary shareholders – diluted		4,112,825		4,007,506
Shares (Denominator):
Weight average ordinary shares outstanding – basic		805,806,731		799,123,030
Plus: Dilutive effect of convertible senior notes		33,029,400		34,237,800
Weight average ordinary shares outstanding – diluted		838,836,131		833,360,830
Earnings per share – basic		5.01		4.92
Earnings per share – diluted		4.90		4.81

All values are in US Dollars.

3,941,928 and 2,914,216 ordinary shares transferred to ZTO ES were considered issued but not outstanding as of June 30, 2024 and June 30, 2025, respectively, and therefore not included in the calculation of basic and dilutive earnings per share.

For the six months ended June 30, 2025, the Group had 886,248 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<br> parties	Relationship<br> with the Group
Shanghai Mingyu Barcode Technology<br> Ltd.	Controlled by brother of chairman<br> of the Company
ZTO Supply Chain Management<br> Co., Ltd. and its subsidiaries	The Group’s equity investee
ZTO Cloud Warehouse Technology<br> Co., Ltd. and its subsidiaries	The Group’s equity investee
ZTO YunLeng Network Technology<br> (Zhejiang) Co., Ltd. and its subsidiaries	The Group’s equity investee
Zhejiang Tongyu Intelligent<br> Industry Development Co., Ltd.	The Group’s equity investee
Zhongkuai (Tonglu) Future City<br> Industrial Development Co., Ltd	Controlled by chairman of the<br> Company
Mr. Jilei Wang	Director and Vice President<br> of Infrastructure Management

(a)	The Group entered into the following transactions with its related parties:
	Six months ended June 30,
---	---	---	---	---	---
	2024		2025
Transactions	RMB		RMB		US
	(Unaudited)		(Unaudited)
Revenues:
Transportation<br> revenue from ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries		79,969		164,538
Others		31,385		57,778
		111,354		222,316
Cost of revenues:
Transportation service fees paid to ZTO Supply Chain<br> Management Co., Ltd. and its subsidiaries		366,360		326,501
Transportation service fees paid to ZTO YunLeng Network<br> Technology (Zhejiang) Co., Ltd. and its subsidiaries		61,331		62,975
Transportation service fees paid to ZTO Cloud Warehouse<br> Technology Co., Ltd. and its subsidiaries		782		6,825
Purchases of supplies from Shanghai Mingyu Barcode Technology<br> Ltd.		161,415		182,059
Others		18,674		69,113
		608,562		647,473
Other operating income:
Rental income from ZTO Cloud Warehouse Technology<br> Co., Ltd. and its subsidiaries		39,948		35,707
Rental income from ZTO Supply Chain Management Co., Ltd.<br> and its subsidiaries		26,501		21,191
Others		2,190		1,302
		68,639		58,200
Other income:
Interest Income derived from Zhongkuai (Tonglu) Future City<br> Industrial Development Co., Ltd		10,928		8,058
Others		4,645		1,341
		15,573		9,399

All values are in US Dollars.

(b)	The Group had the following balances with its related parties:
	As of<br><br> December 31,<br><br> 2024		As of June 30, 2025
---	---	---	---	---	---
	RMB		RMB		US
	(Audited)		(Unaudited)		(Unaudited)
Amounts due to related parties
Shanghai Mingyu Barcode Technology Ltd.		37,277		33,670
ZTO Supply Chain Management Co., Ltd. and its subsidiaries		118,874		71,964
Zhongtong YunLeng Network Technology (Zhejiang) Co., LTD and its subsidiaries		16,675		13,192
ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries		12,700		3,670
Others		17,240		8,798
Total		202,766		131,294

All values are in US Dollars.

Amounts due to related parties mainly consisted of accounts payable to related parties for transportation, waybill material and deposits as of December 31, 2024 and June 30, 2025, respectively.

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

	As of<br><br> December 31,<br><br> 2024		As of June 30, 2025
	RMB		RMB		US
	(Audited)		(Unaudited)		(Unaudited)
Amounts due from related parties
ZTO Cloud Warehouse Technology<br> Co., Ltd. and its subsidiaries ^(1)^		71,373		67,802
ZTO Supply Chain Management Co., Ltd.<br> ^(2)^		32,144		1,039
Zhongkuai (Tonglu) Future City Industrial<br> Development Co., Ltd. ^(3)^		53,810		–
Others		10,833		16,744
Total		168,160		85,585
Amounts due from related parties-non current
Zhongkuai<br> (Tonglu) Future City Industrial Development Co., Ltd ^(4)^		421,667		366,917
Total		421,667		366,917

All values are in US Dollars.

(1)

The amount comprised the three-month factoring loan to this related<br> party with 6.44% and 6.34% annualized interest rate for the year ended December 31, 2024 and six months ended June 30,<br> 2025, respectively, accounts receivable generated from the express delivery service provided by the Company and other receivables<br> generated from the property leasing service provided by the Company. The balance of loan was RMB29,040 and RMB29,000 (unaudited) as<br> of December 31, 2024 and June 30, 2025, respectively.

(2)	The amount comprised the three-month factoring loan to this related<br> party and its subsidiaries with 6.44% annualized interest rate for the year ended December 31,<br> 2024 and other receivables generated from the property leasing service provided by the Company.<br> The balance of loan was RMB30,370 and RMB nil (unaudited) as of December 31, 2024 and<br> June 30, 2025, respectively.
(3)	On November 29, 2024, the Company entered into the Property<br> Purchase Agreement with Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd, pursuant<br> to which the Company agreed to purchase, and Zhongkuai (Tonglu) Future City Industrial Development<br> Co., Ltd agreed to sell, the properties at the aggregate consideration of RMB179,720. As<br> of December 31, 2024, RMB53,810 of the amount due from this related party comprised<br> the deposit for the properties purchased from this related party. In 2025, the Company paid<br> the rest of agreed-upon acquisition price of the properties to the related parties, and obtained<br> the title of the properties and relevant amount has been recognized in property and equipment,<br> net.
---	---
(4)	The amount comprised a loan to this related party with 5.0% annualized<br> interest rate for a term of 36 months from December 4, 2023 to December 3, 2026.<br> This loan is an extension of the original three-year loan with 7.2% annualized interest rate.<br> Mr. Jilei Wang, the Director of the Company, is the guarantor of this extended loan.<br> In December 2024, Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd paid<br> the RMB100,000 principal and RMB5,000 interest in advance. In January 2025, Zhongkuai<br> (Tonglu) Future City Industrial Development Co., Ltd paid the RMB60,000 principal and RMB3,292<br> interest in advance. The balance of principal was RMB400,000 and RMB340,000 (unaudited) as<br> of December 31, 2024 and June 30, 2025 and interest receivable was RMB21,667 and<br> RMB26,917 (unaudited) as of December 31, 2024 and June 30, 2025, 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, 2025, the Company has purchased an aggregate of 50,899,498 ADSs at an average purchase price of US$24.13 under the said share repurchase program, including repurchase commissions.

11.	DIVIDENDS

On March 19, 2024, a final 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.

On August 20, 2024, an interim dividend in respect of the six months ended 30 June 2024 of US$0.35 per ordinary share, in an aggregate amount of US$282,239 (RMB2,012,929), had been approved by the Board of directors of the Company.

On March 18, 2025, a cash dividend in respect of the six months ended December 31, 2024 of US$0.35 per ordinary share, in an aggregate amount of US$279,913 (RMB2,023,602), had been approved by the board of directors of the Company.

On August 19, 2025, an interim dividend in respect of the six months ended 30 June 2025 of US$0.30 per ordinary share, in an aggregate amount of US$239,926 (RMB1,718,732), had been approved by the Board of directors of the Company.

The above dividends in respect of the years ended December 31, 2023 and 2024 were paid to shareholders of record as of designated record dates.

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, 2025 will be made available for review on the same websites in due course.

DEFINITIONS

In this announcement, the following expressions shall have the following meanings unless the context indicates otherwise:

“2024 Plan”	the Company’s share incentive plan adopted on March 19, 2024 as amended from time to time
“ADS(s)”	American depositary share(s) (each representing one Class A ordinary share of the Company)
“associate(s)”	has the meaning ascribed to it under the Listing Rules
“Audit Committee”	the audit committee of the Board
“Auditor”	Deloitte Touche Tohmatsu, the independent auditor of the Company
“Board”	the board of Directors
“CG Code”	the Corporate Governance Code as set out in Appendix C1 to the Listing Rules
“China” or “PRC”	the People’s Republic of China
“Class A ordinary shares”	Class A ordinary shares of the share capital of the Company with a par value of US$0.0001 each, giving a holder of a Class A ordinary share one vote per share on any resolution tabled at the Company’s general meeting
“Class B ordinary shares”	Class B ordinary shares of the share capital of the Company with a par value of US$0.0001 each, conferring weighted voting rights in the Company such that a holder of a Class B ordinary share is entitled to 10 votes per share on any resolution tabled at the Company’s general meeting
“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$0.0001 per share
“Reporting Period”	the six months ended June 30, 2025
“RMB” or “Renminbi”	Renminbi yuan, the lawful currency of China
“Share(s)”	the Class A ordinary shares and Class B ordinary shares in the share capital of the Company, as the context so requires
“Shareholder(s)”	holder(s) of the Share(s)
“subsidiary(ies)”	has the meaning ascribed to it under the Listing Rules
“U.S.”	the United States of America, its territories, its possessions and all areas subject to its jurisdiction
“US$” or “U.S. dollars”	United States dollars, the lawful currency of the United States

“U.S. GAAP”	accounting principles<br> generally accepted in the United States
“weighted<br> voting right” or “WVR”	has the meaning ascribed to<br> it under the Listing Rules
“ZTO<br> ES”	ZTO Es Holding Limited, a company<br> incorporated in the British Virgin Islands
“%”	per cent
By order of the Board
---
ZTO Express (Cayman) Inc.
Meisong LAI
Chairman

Hong Kong, August 20, 2025

As at thedate 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 Ms. Di XU 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 independentnon-executive directors.

ZTO 6-K