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(Mark One)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE
ACT OF 1934
OR
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
OR
☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
Date of event requiring this shell company report
Commission file number 001-37922
ZTO Express (Cayman) Inc.
(Exact Name of Registrant as Specified in Its Charter)
N/A
(Translation of Registrant’s Name into English)
Cayman Islands
(Jurisdiction of Incorporation or Organization)
Building One, No. 1685 Huazhi Road,
Qingpu District, Shanghai, 201708
People’s Republic of China
(Address of Principal Executive Offices)
Huiping Yan, Chief Financial Officer
Building One, No. 1685 Huazhi Road,
Qingpu District, Shanghai, 201708
People’s Republic of China
Phone: (86 21) 5980 4508
Email: hp.yan@zto.com
Securities registered or to be registered pursuant to Section 12(b) of the Act:
(Name, Telephone, Email and/or Facsimile Number and Address of Company Contact Person)
Title of each class
American depositary shares, each representing one
Class A ordinary share par value US$0.0001 per
share
Class A ordinary shares, par value US$0.0001 per
share
Trading Symbol(s)
ZTO
Name of Each Exchange on Which Registered
New York Stock Exchange
2057
The Stock Exchange of Hong Kong Limited
Securities registered or to be registered pursuant to Section 12(g) of the Act:
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Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
None
(Title of Class)
Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
As of December 31, 2022, there were 815,271,784 ordinary shares outstanding, par value $0.0001 per share, being the sum of 609,171,784 Class A ordinary
shares, excluding our repurchase of 11,671,525 Class A ordinary shares in the form of ADSs, and 206,100,000 Class B ordinary shares.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ Yes ☐ No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934. ☐ Yes ☒ No
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See
definition of “accelerated filer and large accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large Accelerated Filer ☒
Accelerated Filer ☐
Non-Accelerated Filer ☐
Emerging Growth Company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to
use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange
Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting
Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued
its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by
any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☒
International Financial Reporting Standards as issued
by the International Accounting Standards Board ☐
Other ☐
If “other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
☐ Item 17 ☐ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐ Yes ☒ No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange
Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No
TABLE OF CONTENTS
Table of Contents
INTRODUCTION
FORWARD-LOOKING STATEMENTS
PART I
EXPLANATORY NOTE
PART II
ITEM 1.
ITEM 2.
ITEM 3.
ITEM 4.
ITEM 4A.
ITEM 5.
ITEM 6.
ITEM 7.
ITEM 8.
ITEM 9.
ITEM 10.
ITEM 11.
ITEM 12.
ITEM 13.
ITEM 14.
ITEM 15.
ITEM 16A.
ITEM 16B.
ITEM 16C.
ITEM 16D.
ITEM 16E.
ITEM 16F.
ITEM 16G.
ITEM 16H.
ITEM 16I.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
OFFER STATISTICS AND EXPECTED TIMETABLE
KEY INFORMATION
INFORMATION ON THE COMPANY
UNRESOLVED STAFF COMMENTS
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
FINANCIAL INFORMATION
THE OFFER AND LISTING
ADDITIONAL INFORMATION
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
CONTROLS AND PROCEDURES
AUDIT COMMITTEE FINANCIAL EXPERT
CODE OF ETHICS
PRINCIPAL ACCOUNTANT FEES AND SERVICES
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
CORPORATE GOVERNANCE
MINE SAFETY DISCLOSURE
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
PART III
ITEM 17.
ITEM 18.
ITEM 19.
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
EXHIBITS
SIGNATURES
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INTRODUCTION
ZTO Express (Cayman) Inc. is not a Chinese operating company but rather a Cayman Islands holding company with operations
primarily conducted by its subsidiaries in China and through contractual arrangements with ZTO Express Co., Ltd. (“ZTO Express”) based in
China. PRC laws and regulations restrict and impose conditions on foreign direct investment in companies involved in the provision of
domestic mail delivery services. Therefore, we operate such business in China through ZTO Express and its subsidiaries, and rely on
contractual arrangements among Shanghai Zhongtongji Network, ZTO Express and its shareholders to consolidate its financial results with
ours under U.S. GAAP. These contractual arrangements enable us to direct the activities of ZTO Express, receive the economic benefits that
could potentially be significant to ZTO Express in consideration for the services provided by Shanghai Zhongtongji Network, and hold an
exclusive option to purchase all or part of the equity interests in ZTO Express when and to the extent permitted by PRC law. Because of these
contractual arrangements, we are the primary beneficiary of ZTO Express and hence consolidate its financial results with ours under U.S.
GAAP. Revenues contributed by ZTO Express accounted for 94.1%, 97.7% and 90.4% of our total revenues for the fiscal years 2020, 2021 and
2022, respectively. As used in this annual report, “ZTO” refers to ZTO Express (Cayman) Inc., and “we,” “us,” “our company” or “our” refers
to ZTO Express (Cayman) Inc. and its subsidiaries. Investors in our ADSs and/or Class A ordinary shares thus are not purchasing equity
interest in ZTO Express but instead are purchasing equity interest in ZTO Express (Cayman) Inc., a Cayman Islands holding company.
Our corporate structure is subject to risks associated with our contractual arrangements with ZTO Express. The contractual
arrangement is perceived as replicating foreign investment in China-based companies where PRC regulations prohibit direct foreign investment
in the operating companies. ZTO and its investors may never have a direct ownership interest in ZTO Express or in the businesses that are
conducted by ZTO Express or its subsidiaries. Uncertainties in the PRC legal system could limit our ability to enforce these contractual
arrangements, and these contractual arrangements have not been tested in a court of law. If the PRC government finds that the agreements that
establish the structure for operating our business do not comply with PRC laws and regulations, or if these regulations or their interpretations
change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations. This may result in ZTO
Express being deconsolidated, which would materially and adversely affect our operations, and our ADSs and/or Class A ordinary shares may
decline significantly in value or become worthless. ZTO, our PRC subsidiaries, ZTO Express, and investors of ZTO face uncertainty about
potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with ZTO Express and,
consequently, significantly affect the financial performance of ZTO Express and our company as a whole. The PRC regulatory authorities could
disallow the contractual arrangement, which would likely result in a material adverse change in our operations, and our Class A ordinary shares
or our ADSs may decline significantly in value or become worthless. For a detailed description of the risks associated with our corporate
structure, please refer to risks disclosed under “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure.”
We face various legal and operational risks and uncertainties associated with being based in or having the majority of our operations in
China and the complex and evolving PRC laws and regulations. For example, we face risks associated with regulatory approvals on offerings
conducted overseas by and foreign investment in China-based issuers, the use of VIEs, anti-monopoly regulatory actions, and oversight on
cybersecurity and data privacy, as well as the lack of PCAOB inspection on our auditors, which may impact our ability to conduct certain
businesses, accept foreign investments, or list on a United States or other foreign exchange. These risks could result in a material adverse
change in our operations and the value of our ADSs, significantly limit or completely hinder our ability to continue to offer securities to
investors, or cause the value of such securities to significantly decline. For a detailed description of risks related to doing business in China, see
“Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China.”
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ZTO Express (Cayman) Inc., our Cayman Islands holding company, or the Parent, may transfer cash to our wholly-owned Hong Kong
subsidiaries (through intermediate holding companies in the British Virgin Islands), by making capital contributions or providing loans, and our
Hong Kong subsidiaries may transfer cash to our PRC subsidiaries by making capital contributions or providing loans to them. Because the
Parent and its subsidiaries control ZTO Express through contractual arrangements, they are not able to make direct capital contribution to ZTO
Express. However, they may transfer cash to ZTO Express by loans or by making payment to ZTO Express for inter-group transactions. As of
December 31, 2022, the Parent had made cumulative capital contribution and loans to its Cayman, BVI, and Hong Kong subsidiaries of
RMB22,966.2 million. In 2020, 2021 and 2022, no shareholder loan was provided by the Parent to our PRC subsidiaries. For the years ended
December 31, 2020, 2021 and 2022, no dividends or distributions were made to the Parent by our subsidiaries. For the years ended December
31, 2020, 2021 and 2022, dividends of US$233.5 million, US$208.4 million and US$202.3 million were paid to shareholders of the Parent of
record as of designated record dates. Historically, ZTO Express (Cayman) Inc. paid dividends to its shareholders primarily using proceeds from
offshore financing activities. As ZTO Express (Cayman) Inc. is a Cayman Islands holding company with no material operations of its own, its
ability to pay dividends may depend upon dividends paid by our PRC subsidiaries in the future. For more detailed discussion of how cash is
transferred between ZTO, our subsidiaries and ZTO Express, see “Cash Transfers and Dividend Distribution” at the outset of Part I.
Unless otherwise indicated and except where the context otherwise requires, references in this annual report on Form 20-F to:
● “ADSs” are to our American depositary shares, each of which represents one Class A ordinary share;
● “ADRs” are to the American depositary receipts that evidence our ADSs;
● “China” or the “PRC” are to the People’s Republic of China, excluding, for the purposes of this annual report only, the Hong
Kong Special Administrative Region, the Macau Special Administrative Region and the Taiwan Region;
● “consolidated affiliated entities” are to the VIE and its subsidiaries in China;
● “delivery service fees” are to service fees directly charged by network partners from parcel senders in connection with express
delivery services rendered. The full delivery service fees collected by pickup outlets upfront from the senders typically comprise
of (i) the pickup service fees; (ii) the network transit fees payable to our company; and (iii) the last-mile delivery fees payable to
the delivery outlets operated by other network partners;
● “Hong Kong” or “HK” or “Hong Kong S.A.R.” are to the Hong Kong Special Administrative Region of the PRC;
● “Hong Kong Listing Rules” are to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited,
as amended or supplemented from time to time;
● “Hong Kong Stock Exchange” are to The Stock Exchange of Hong Kong Limited;
● our “network partners” are to business partners that own and operate pickup and delivery outlets in our network and operate
express delivery services under our “Zhongtong” or “ZTO” brand;
● “network transit fees” are to fees payable by our network partners to us in connection with the services we provide to them,
which mainly include parcel sorting and parcel line-haul transportation;
● “New Retail” are to the continued integration of online and offline retail channels by large e-commerce platforms and various
retail merchants to reduce customer acquisition costs and enhance customers’ shopping experience;
● “ordinary shares” are to our Class A and Class B ordinary shares, par value US$0.0001 per share;
● our “parcel volume” in any given period are to the number of parcels collected by our network partners using our waybills in that
period;
● “RMB” or “Renminbi” are to the legal currency of China;
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● “SFO” are to the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended or supplemented from
time to time;
● “Taiwan” are to the Taiwan Region of the PRC;
● “unit cost per parcel” are to the sum of cost of revenues and total operating expenses of the applicable period divided by our total
parcel volume during the same period;
● “US$,” “U.S. dollars,” “$,” or “dollars” are to the legal currency of the United States;
● “VIE” are to ZTO Express Co., Ltd., a PRC entity in which we do not have equity interests but whose financial results are
consolidated into our consolidated financial statements in accordance with U.S. GAAP;
● “we,” “us,” “our company” or “our” are to ZTO Express (Cayman) Inc. and its subsidiaries. We conduct our operations in China
through (i) our PRC subsidiaries and (ii) the VIE, with which we have maintained contractual arrangements, and its subsidiaries.
The VIE and its subsidiaries are PRC companies conducting operations in China, and their financial results have been
consolidated into our consolidated financial statements under U.S. GAAP for accounting purposes;
● “ZTO” are to ZTO Express (Cayman) Inc.; and
● “ZTO Express” are to ZTO Express Co., Ltd. or, depending on the context, ZTO Express Co., Ltd. and its subsidiaries.
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FORWARD-LOOKING STATEMENTS
This annual report on Form 20-F contains forward-looking statements that relate to our current expectations and views of future
events. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or
achievements to be materially different from those expressed or implied by the forward-looking statements. These statements are made under
the “safe harbor” provisions of the U.S. Private Securities Litigations Reform Act of 1995.
You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,”
“estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-
looking statements largely on our current expectations and projections about future events that we believe may affect our financial condition,
results of operations, business strategy and financial needs. These forward-looking statements include statements relating to:
● our goals and strategies;
● our future business development, financial conditions and results of operations;
● the expected growth of the express delivery industry in China;
● our expectations regarding demand for and market acceptance of our services;
● our expectations regarding our relationships with network partners, direct and end customers, suppliers and our other
stakeholders;
● competition in our industry; and
● relevant government policies and regulations relating to our industry.
You should read this annual report and the documents that we refer to in this annual report and have filed as exhibits to this annual
report completely and with the understanding that our actual future results may be materially different from what we expect. Other Sections of
this annual report discuss factors which could adversely impact our business and financial performance. Moreover, we operate in an evolving
environment. New risk factors emerge from time to time, and it is not possible for our management to predict all risk factors, nor can we assess
the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements. We qualify all of our forward-looking statements by these cautionary
statements.
You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this
annual report relate only to events or information as of the date on which the statements are made in this annual report. Except as required by
law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future
events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.
Our reporting currency is the Renminbi, or RMB. This annual report contains translations of RMB and Hong Kong dollar amounts
into U.S. dollars at specific rates solely for the convenience of the reader. Unless otherwise stated, all translations of RMB and Hong Kong
dollars into U.S. dollars and from U.S. dollars into RMB in this annual report were made at a rate of RMB6.8972 to US$1.00 and HK$7.8015
to US$1.00, the respective exchange rates on December 30, 2022 set forth in the H.10 statistical release of the Federal Reserve Board. We
make no representation that any RMB, Hong Kong dollar or U.S. dollar amounts referred to in this annual report could have been, or could be,
converted into U.S. dollars, RMB or Hong Kong dollars, as the case may be, at any particular rate or at all.
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PART I
EXPLANATORY NOTE
ZTO is a Cayman Islands holding company with no equity ownership in ZTO Express, its consolidated affiliated entity. We conduct
our operations in China through (i) our PRC subsidiaries and (ii) ZTO Express, with which we have maintained contractual arrangements.
Investors in our ADSs thus are not purchasing equity interest in ZTO Express in China but instead are purchasing equity interest in a Cayman
Islands holding company. If the PRC government finds that the agreements that establish the structure for operating certain of our businesses do
not comply with PRC laws and regulations, or if these regulations or their interpretations change in the future, we could be subject to severe
penalties or be forced to relinquish our interests in those operations. ZTO, our PRC subsidiaries, ZTO Express, and investors of ZTO face
uncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with ZTO
Express and, consequently, significantly affect the financial performance of ZTO Express and our company as a whole. The PRC regulatory
authorities could disallow the VIE structure, which would likely result in a material adverse change in our operations, and our Class A ordinary
shares or our ADSs may decline significantly in value.
PRC government’s authority in regulating our operations and its oversight and control over offerings conducted overseas by, and
foreign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to
investors. Implementation of industry-wide regulations in this nature may cause the value of such securities to significantly decline. For more
details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The PRC government’s significant
oversight and discretion over our business operation could result in a material adverse change in our operations and the value of our ADSs and
ordinary shares.”
Risks and uncertainties arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and
quickly evolving rules and regulations in China, could result in a material adverse change in our operations and the value of our Class A
ordinary shares or ADSs. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—
Uncertainties with respect to the PRC legal system could adversely affect us.”
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Our Holding Company Structure and Contractual Arrangements
ZTO Express (Cayman) Inc. is a holding company with no material operations of its own. We conduct our operations primarily
through our PRC subsidiaries and ZTO Express, the consolidated affiliated entity, and its subsidiaries. Our domestic mail delivery services in
China have been conducted through ZTO Express in order to comply with the PRC laws and regulations, which prohibit or restrict control of
companies involved in the provision of domestic mail delivery services. Revenues contributed by ZTO Express accounted for 94.1%, 97.7%
and 90.4% of our total revenues for the fiscal years 2020, 2021 and 2022, respectively. Investors in our ADSs and/or Class A ordinary shares
are not purchasing equity interest in ZTO Express in China but instead are purchasing equity interest in a holding company incorporated in the
Cayman Islands.
The following chart illustrates our company’s organizational structure, including our principal subsidiaries and the VIE as of March
31, 2023:
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(1) ZTO Express Co., Ltd., or ZTO Express, is the VIE, with which we have maintained contractual arrangements. To the knowledge of our
company, Meisong Lai, Jianfa Lai, Jilei Wang. Xiangliang Hu, Shunchang Zhang, Jianying Teng, Xuebing Shang, Baixi Lan and
Jianchang Lai are beneficial owners of the shares of our company and hold 34.35%, 12.00%, 10.00%, 7.05%, 6.00%, 5.02%, 4.40%,
1.40% and 1.06% equity interests in ZTO Express, respectively. Among them, Meisong Lai, Jilei Wang are also directors of our company.
The remaining 18.72% equity interest in ZTO Express. are held by 34 other shareholders. None of these 34 shareholders hold more than
4.00% of the equity interest in ZTO Express. As of March 31, 2023, ZTO Express directly wholly owned 66 subsidiaries.
A series of contractual agreements, including voting rights proxy agreement, equity pledge agreement, exclusive call option
agreement, powers of attorney, spouse consent letters and exclusive consulting and services agreement and its supplemental agreement, have
been entered into by and among Shanghai Zhongtongji Network, our wholly owned subsidiary, ZTO Express, the consolidated affiliated entity,
and the shareholders of ZTO Express. The following is a summary of the currently effective contractual arrangements:
(i) voting rights proxy agreement, pursuant to which each of the shareholders of ZTO Express irrevocably appointed Meisong Lai,
Shanghai Zhongtongji Network’s designated person, as their attorney-in-fact to exercise all applicable shareholder rights, including, but not
limited to: (i) calling for and attending shareholders meetings as the proxy of the shareholders; (ii) exercising voting rights and all other
shareholder’s rights provided under PRC laws and the articles of association of ZTO Express, including but not limited to, selling, transferring,
pledging or disposing all or a portion of the shares held by such shareholder or the assets of ZTO Express; (iii) voting on all matters submitted
to shareholders meetings, including but not limited to, the election of directors and senior management officers who shall be appointed by
shareholders; and (iv)exercising other voting rights granted to the shareholders by the articles of association of ZTO Express, as may be
amended from time to time;
(ii) equity pledge agreement, pursuant to which each of the shareholders of ZTO Express pledged all of their equity interests in ZTO
Express to guarantee their and ZTO Express’s performance of their obligations under the contractual arrangements, including the exclusive
consulting and services agreement, its related agreements and the equity pledge agreement;
(iii) exclusive call option agreement, pursuant to which each of the shareholders of ZTO Express irrevocably granted Shanghai
Zhongtongji Network an exclusive option to purchase, or have its designated entity or person to purchase, at its discretion, to the extent
permitted under PRC law, all or part of the shareholders’ equity interests in ZTO Express;
(iv) powers of attorney, pursuant to which the shareholders of ZTO Express each irrevocably appointed Shanghai Zhongtongji
Network’s designated person, Meisong Lai, as the attorney-in-fact to exercise all of applicable shareholder’s voting and related rights with
respect to such shareholder’s equity interests in ZTO Express;
(v) consent letter, pursuant to which each of the spouses of six key shareholders of ZTO Express unconditionally and irrevocably
agreed that the spouse is aware of the abovementioned exclusive call option agreement, voting right proxy agreement, irrevocable powers of
attorney, equity pledge agreement and the exclusive consulting and services agreement, and has read and understood the contractual
arrangements; and
(vi) exclusive consulting and services agreement and its supplemental agreement, pursuant to which Shanghai Zhongtongji Network
has the exclusive right to provide ZTO Express with the technical support and consulting services required by ZTO Express’s business.
Shanghai Zhongtongji Network owns the exclusive intellectual property rights created as a result of the performance of this agreement. ZTO
Express agrees to pay Shanghai Zhongtongji Network an annual service fee, at an amount equal to 100% of the net income of ZTO Express and
its affiliates.
For more details of these contractual arrangements, see “Item 4. Information on the Company—C. Organizational Structure —
Agreements that enable us to direct the activities of ZTO Express” and “—Agreement that allows us to receive economic benefits from ZTO
Express.”
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However, the contractual arrangements may not be as effective as direct ownership in providing us with the ability to direct the
activities of ZTO Express, and we may incur substantial costs to enforce the terms of the arrangements. See “Item 3. Key Information—D. Risk
Factors—Risks Related to Our Corporate Structure—We rely on contractual arrangements with the VIE and its shareholders for a substantial
portion of our business operations, which may not be as effective as direct ownership in providing us with the ability to direct the operational
activities” and “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—The shareholders of the VIE may have
potential conflicts of interest with us, which may materially and adversely affect our business and financial condition.”
There are also substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and
rules regarding the status of the rights of ZTO with respect to its contractual arrangements with ZTO Express and its shareholders. If we or
ZTO Express are/is found to be in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any of the required
permits or approvals, the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations or
failures. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—If the PRC government finds that the
agreements that establish the structure for operating certain of our operations in China do not comply with PRC regulations relating to the
relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe
penalties or be forced to relinquish our interests in those operations,” “Item 3. Key Information—D. Risk Factors—Risks Related to Our
Corporate Structure— Our current corporate structure, business operations and future capital raising activities may be affected by the PRC
Foreign Investment Law and the Overseas Listing Trial Measures.,” “Item 3. Key Information—D. Risk Factors—Risks Related to Doing
Business in China—Uncertainties with respect to the PRC legal system could adversely affect us”; and “Item 3. Key Information—D. Risk
Factors—Risks Related to Doing Business in China—The PRC government’s significant oversight and discretion over our business operation
could result in a material adverse change in our operations and the value of our ADSs and ordinary shares.”
Permissions Required from the PRC Authorities for Our Operations
We conduct our business primarily through our PRC subsidiaries, ZTO Express and its subsidiaries in China. Our operations in China
are governed by PRC laws and regulations. As of the date of this annual report, our PRC subsidiaries, ZTO Express and its subsidiaries have
obtained the requisite licenses and permits from the PRC government authorities that are material for the business operations of our holding
company, ZTO Express and its subsidiaries in the PRC, including, among others, the Courier Service Operation Permit and Road
Transportation Operation Permit. Given the uncertainties of interpretation and implementation of relevant laws and regulations and the
enforcement practice by relevant government authorities, we may be required to obtain additional licenses, permits, filings or approvals for the
functions and services of our platform in the future. For more detailed information, see “Item 3. Key Information—D. Risk Factors—Risks
Related to Our Business and Industry—Any lack of requisite approvals, licenses or permits applicable to the business operation of us or our
network partners may have a material and adverse impact on our business, financial condition and results of operations.”
8
Table of Contents
Permissions Required from the PRC Authorities for Overseas Financing Activities
On February 17, 2023, the China Securities Regulatory Commission, or the CSRC, promulgated the Circular of the People’s Republic
of China on Administrative Arrangements for Filing of Overseas Offering and Listing of Domestic Enterprises, or the Circular of Overseas
Listing and Offering, and the Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies and five
relevant guidelines, or the Overseas Listing Trial Measures. The Overseas Listing Trial Measures became effective on March 31, 2023.
Pursuant to the Overseas Listing Trial Measures, PRC domestic companies that seek to offer and list securities in overseas markets, either in
direct or indirect means, are required to fulfill the filing procedure with the CSRC and report relevant information. According to the Circular of
Overseas Listing and Offering, issuers that have already been listed in an overseas market by March 31, 2023, such as our company, are not
required to make any immediate filing. However, under the Overseas Listing Trial Measures, such issuers will be required to complete certain
filing procedures with the CSRC in connection with future securities offerings and listings outside of mainland China, including follow-on
offerings, issuance of convertible bonds, offshore relisting after going-private transactions, and other equivalent offering activities. In addition,
such issuers are required to file a report to the CSRC after the occurrence and public disclosure of certain material corporate events, including
but not limited to conversion of listing status in overseas markets (such as switching from secondary listing to dual primary listing). There
remain substantial uncertainties about the interpretation, application and implementation of the Overseas Listing Trial Measures. If we fail to
obtain required approval or complete other review or filing procedures, under the Overseas Listing Trial Measures or otherwise, for any future
securities offerings and listings outside of mainland China, we may face sanctions by the CSRC or other PRC regulatory authorities, which
may include fines and penalties on our operations in mainland China, limitations on our operating privileges in mainland China, restrictions on
or prohibition of the payments or remittance of dividends by our subsidiaries in mainland China, restrictions on or delays to our future
financing transactions offshore, or other actions that could have a material and adverse effect on our business, financial condition, results of
operations, reputation and prospects, as well as the trading price of our ADSs. See “Item 3. Key Information—D. Risk Factors—Risks Related
to Doing Business in China—The approval of or filing to the CSRC or other PRC government authorities may be required in connection with
our offshore offerings and future capital raising activities under PRC law, and, if required, we cannot predict whether or for how long we will
be able to obtain such approval.” and “— Our business is also subject to complex and evolving laws and regulations regarding cybersecurity,
privacy, data protection and information security in China. Failure to protect confidential information of our end customers or consumers could
damage our reputation and substantially harm our business and results of operations.”
The Holding Foreign Companies Accountable Act
Pursuant to the Holding Foreign Companies Accountable Act, if the SEC determines that we have filed audit reports issued by a
registered public accounting firm that has not been subject to inspections by the Public Company Accounting Oversight Board (United States),
or the PCAOB, for two consecutive years, the SEC will prohibit our shares or the ADSs from being traded on a national securities exchange or
in the over-the-counter trading market in the United States. On December 16, 2021, the PCAOB issued a report to notify the SEC of its
determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland
China and Hong Kong, including our auditor. In May 2022, the SEC conclusively listed us as a Commission-Identified Issuer under the
HFCAA following the filing of this annual report on Form 20-F for the fiscal year ended December 31, 2021. On December 15, 2022, the
PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of
jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. For this reason, we do not expect to be
identified as a Commission-Identified Issuer under the HFCAA after we file this annual report on Form 20-F. Each year, the PCAOB will
determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. If
PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and
Hong Kong and we continue to use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial
statements filed with the Securities and Exchange Commission, we would be identified as a Commission-Identified Issuer following the filing
of the annual report on Form 20-F for the relevant fiscal year. There can be no assurance that we would not be identified as a Commission-
Identified Issuer for any future fiscal year, and if we were so identified for two consecutive years, we would become subject to the prohibition
on trading under the HFCAA. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—
The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the
inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections” and
“Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Our ADSs may be prohibited from trading in the
United States under the Holding Foreign Companies Accountable Act, or the HFCAA, in the future if the PCAOB is unable to inspect or
investigate completely auditors located in China. The delisting of the ADSs, or the threat of their being delisted, may materially and adversely
affect the value of your investment.”
9
Table of Contents
Cash Transfers and Dividend Distribution
ZTO Express (Cayman) Inc., our Cayman Islands holding company, or the Parent, may transfer cash to our wholly-owned Hong Kong
subsidiaries (through intermediate holding companies in the British Virgin Islands), by making capital contributions or providing loans, and our
Hong Kong subsidiaries may transfer cash to our PRC subsidiaries by making capital contributions or providing loans to them.
Because the Parent and its subsidiaries control ZTO Express through contractual arrangements, they are not able to make direct capital
contribution to ZTO Express. However, they may transfer cash to ZTO Express by loans or by making payment to ZTO Express for inter-group
transactions.
The following table sets forth the amount of the transfers for the periods presented.
Capital contributions and loans from Parent to Cayman, BVI, and Hong Kong
subsidiaries
Capital contributions from Hong Kong subsidiaries to PRC subsidiaries
Amounts received by subsidiaries of Parent from ZTO Express*
2020
Year Ended December 31,
2021
(RMB in millions)
2022
10,011
6,041
11,646
1,250
3,671
15,974
2,580
2,282
20,739
Note:
(1)
* The cash flows between the subsidiaries of Parent and ZTO Express included the following: transportation fees, service fees and
rental expenses.
As of December 31, 2022, the Parent had made cumulative capital contribution and loans to its Cayman, BVI, and Hong Kong
subsidiaries of RMB22,966.2 million.
In 2020, 2021 and 2022, no shareholder loan was provided by the Parent to our PRC subsidiaries.
For the years ended December 31, 2020, 2021 and 2022, no dividends or distributions were made to the Parent by our subsidiaries. For
the years ended December 31, 2020, 2021 and 2022, dividends of US$233.5 million, US$208.4 million and US$202.3 million were paid to
shareholders of the Parent of record as of designated record dates.
Historically, ZTO Express (Cayman) Inc. paid dividends to its shareholders primarily using proceeds from offshore financing
activities. As ZTO Express (Cayman) Inc. is a Cayman Islands holding company with no material operations of its own, its ability to pay
dividends may depend upon dividends paid by our PRC subsidiaries in the future. Our PRC subsidiaries in turn generate income from their own
operations, and in addition enjoy substantially all economic benefit and receive service fees from ZTO Express pursuant to the exclusive
business cooperation agreement with ZTO Express. Under PRC law, each of our subsidiaries and ZTO Express in China is required to set aside
at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered
capital. In addition, each of our subsidiaries and ZTO Express in China may allocate a portion of its after-tax profits based on PRC accounting
standards to a surplus fund at its discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends.
Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by SAFE and
declaration and payment of withholding tax. Additionally, if our PRC subsidiaries and ZTO Express incur debt on their own behalf in the
future, the instruments governing their debt may restrict their ability to pay dividends or make other distributions to us. Our PRC subsidiaries
did not and will not be able to pay dividends until it generates accumulated profits and meets the requirements for statutory reserve funds. For
more details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—PRC regulation of loans to and
direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us
from loaning to or making additional capital contributions to our PRC subsidiaries, which could materially and adversely affect our liquidity
and our ability to fund and expand our business” and “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China
—Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your
investment.” Except these regulatory requirements, there are not any other statutory restrictions and limitations on our ability to distribute
earnings from our PRC subsidiaries to the parent company and U.S. investors or the ability of ZTO Express to settle amounts owned under the
VIE agreements.
10
Table of Contents
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
A. Our Selected Consolidated Financial Data
The following summary consolidated statements of comprehensive income data for the years ended December 31, 2020, 2021 and
2022, summary consolidated balance sheet data as of December 31, 2021 and 2022 and summary consolidated cash flow data for the years
ended December 31, 2020, 2021 and 2022 have been derived from our audited consolidated financial statements included elsewhere in this
annual report. The summary consolidated statements of comprehensive income data for the years ended December 31, 2018 and 2019, the
summary consolidated balance sheet data as of December 31, 2018, 2019 and 2020 and the summary consolidated cash flow data for the years
ended December 31, 2018 and 2019 have been derived from our audited consolidated financial statements that are not included in this annual
report. Our consolidated financial statements are prepared and presented in accordance with accounting principles generally accepted in the
United States of America, or U.S. GAAP.
11
Table of Contents
You should read the summary consolidated financial information in conjunction with our consolidated financial statements and related
notes and “Item 5. Operating and Financial Review and Prospects” included elsewhere in this annual report. Our historical results are not
necessarily indicative of our results expected for future periods.
Selected Consolidated Comprehensive Income Data:
Revenues
Cost of revenues
Gross profit
Operating income (expenses):
Selling, general and Administrative
Other operating income, net
Total operating expenses
Income from operations
Other income (expenses):
Interest income
Interest expense
(Loss)/gain from fair value changes of financial instruments
Gain/(loss) on disposal of equity investees and subsidiary
Impairment of investment in equity investee
Unrealized gain from investment in equity investee
Foreign currency exchange gain (loss)
Income before income tax and share of loss in equity method
investments
Income tax expense
Share of (loss)/gain in equity method investments
Net Income
Net loss/(income) attributable to noncontrolling interests
Net income attributable to ZTO Express (Cayman) Inc.
Net income attributable to ordinary shareholders
Net earnings per share/ADS attributable to ordinary shareholders
Basic
Diluted
Weighted average shares used in calculating net earnings per
ordinary share/ADS
Basic
Diluted
Other comprehensive income (loss), net of tax of nil:
Foreign currency translation adjustment
Comprehensive income attributable to ZTO Express (Cayman) Inc.
Selected Consolidated Balance Sheet Data:
Current assets:
Cash and cash equivalents
Short-term investment
Advances to suppliers
Prepayments and other current assets
Non-current assets:
Property and equipment, net
Goodwill
Total assets
Liabilities and equity
Current liabilities:
Short-term bank borrowings
Other current liabilities
Total liabilities
Total liabilities and equity
2018
RMB
2019
RMB
2020
RMB
2021
RMB
2022
RMB
US$
(in thousands, except for share and per share data)
Years Ended December 31,
17,604,451
(12,239,568)
5,364,883
22,109,946
(15,488,778)
6,621,168
25,214,290
(19,377,184)
5,837,106
30,405,839
(23,816,462)
6,589,377
35,376,996
(26,337,721)
9,039,275
(1,210,717)
178,057
(1,032,660)
4,332,223
(1,546,227)
387,890
(1,158,337)
5,462,831
(1,663,712)
580,973
(1,082,739)
4,754,367
(1,875,869)
789,503
(1,086,366)
5,503,011
(2,077,372)
774,578
(1,302,794)
7,736,481
401,162
(780)
—
562,637
—
—
41,189
5,336,431
(929,133)
(19,386)
4,387,912
(4,887)
4,383,025
4,383,025
585,404
—
—
(2,860)
(56,026)
754,468
13,301
6,757,118
(1,078,295)
(7,556)
5,671,267
2,878
5,674,145
5,674,145
442,697
(35,307)
(877)
1,086
—
—
(127,180)
5,034,786
(689,833)
(18,507)
4,326,446
(14,233)
4,312,213
4,312,213
363,890
(126,503)
52,909
2,357
—
—
(56,467)
5,739,197
(1,005,451)
(32,419)
4,701,327
53,500
4,754,827
4,754,827
503,722
(190,521)
46,246
69,598
(26,328)
—
147,254
8,286,452
(1,633,330)
5,844
6,658,966
150,090
6,809,056
6,809,056
5,129,182
(3,818,611)
1,310,571
(301,191)
112,303
(188,888)
1,121,683
73,033
(27,623)
6,705
10,091
(3,817)
—
21,350
1,201,422
(236,811)
847
965,458
21,761
987,219
987,219
5.83
5.82
7.24
7.23
5.42
5.42
5.80
5.80
8.41
8.36
1.22
1.21
751,814,077
752,672,956
784,007,583
784,331,120
796,097,532
796,147,504
819,961,265
819,961,265
809,442,862
820,273,531
809,442,862
820,273,531
867,612
5,250,637
104,004
5,778,149
(771,291)
3,540,922
(146,533)
4,608,294
155,432
6,964,488
22,536
1,009,755
2018
RMB
2019
RMB
As of December 31,
2021
2020
RMB
RMB
(in thousands)
2022
RMB
US$
4,622,554
13,599,852
337,874
1,507,996
5,270,204
11,113,217
438,272
1,964,506
14,212,778
3,690,402
589,042
2,334,688
9,721,225
2,845,319
667,855
3,142,368
11,692,773
5,753,483
861,573
3,146,378
1,695,293
834,177
124,916
456,182
9,035,704
4,241,541
39,682,857
12,470,632
4,241,541
45,890,502
18,565,161
4,241,541
59,204,750
24,929,897
4,241,541
62,772,343
28,813,204
4,241,541
78,523,586
4,177,522
614,966
11,384,851
—
2,833,769
5,413,308
39,682,857
—
3,552,288
7,487,105
45,890,502
1,432,929
4,487,084
10,105,052
59,204,750
3,458,717
5,794,380
13,844,762
62,772,343
5,394,423
6,724,743
24,051,116
78,523,586
782,118
974,999
3,487,086
11,384,851
12
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Selected Consolidated Cash Flow Data:
Net cash provided by operating activities
Net cash used in investing activities
Net cash provided by/(used in) financing activities
Effect of exchange rate changes on cash, cash equivalents and restricted
cash
Net increase/(decrease) in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of year
Cash, cash equivalents and restricted cash at end of year
2018
RMB
2019
RMB
2020
RMB
2021
RMB
2022
RMB
US$
Years Ended December 31,
(in thousands)
4,404,051
(12,872,633)
7,042,122
6,304,186
(3,664,213)
(1,982,306)
4,950,749
(3,549,341)
8,337,407
7,220,217
(8,756,533)
(2,903,985)
11,479,308
(16,041,890)
7,058,202
1,664,343
(2,325,855)
1,023,343
275,680
(1,150,780)
5,773,734
4,622,954
(3,207)
654,460
4,622,954
5,277,414
(656,137)
9,082,678
5,277,414
14,360,092
(150,430)
(4,590,731)
14,360,092
9,769,361
338,106
2,833,726
9,769,361
12,603,087
49,021
410,852
1,416,424
1,827,276
Condensed Consolidating Financial Information of ZTO Express (Cayman) Inc.
The following table presents the condensed consolidating balance sheet data for ZTO Express (Cayman) Inc., the VIE and VIE’s
subsidiaries, and other entities as of the dates presented. For the purpose of this presentation, (i) the intercompany transactions among entities
within our subsidiaries or among entities within the VIE and VIE’s subsidiaries were eliminated; and (ii) the equity method is used to account
for ZTO Express (Cayman) Inc.’s investments in our subsidiaries and our subsidiary’s investment in the VIE, as presented below under
“Investments in consolidated subsidiaries, VIE and other equity investees.”
13
Table of Contents
ZTO Express
(Cayman) Inc. Subsidiaries
Elimination
As of December 31, 2022
VIE and VIE’s
subsidiaries
RMB
(in thousands)
Assets
Current assets:
Cash and cash equivalents
Restricted cash
Accounts receivable, net
Financing receivables, net
Short-term investment
Inventories
Advances to suppliers
Prepayments and other current assets
Amounts due from related parties outside the consolidated group
Amounts due from related parties within the consolidated group
Total current assets
Investments in consolidated subsidiaries, VIE and other equity investees
Property and equipment, net
Land use rights, net
Intangible assets, net
Operating lease right-of-use assets
Goodwill
Deferred tax assets
Long-term investment
Long-term financing receivables, net
Other non-current assets
Amounts due from related parties outside the consolidated groups-non-
current
TOTAL ASSETS
Liabilities
Current liabilities
Short-term bank borrowings
Accounts payable
Notes payable
Advances from customers
Income tax payable
Amounts due to related parties outside the consolidated group
Amounts due to related parties within the consolidated group
Operating lease liabilities, current
Dividends payable
Other current liabilities
Total current liabilities
Non-current operating lease liabilities
Deferred tax liabilities
Convertible senior bond
TOTAL LIABILITIES
Equity
Ordinary shares
Additional paid-in capital
Treasury shares, at cost
Retained earnings
Accumulated other comprehensive loss
Non-controlling interests
Total Equity
TOTAL LIABILITIES AND EQUITY
70,937
—
—
—
2,487,775
—
—
—
—
5,810,721
8,369,433
52,512,859
—
—
—
—
—
—
—
—
—
8,869,361
895,483
197,573
104,295
2,995,363
12,386
810,023
1,948,516
288,745
—
16,121,745
15,626,982
22,897,182
4,225,420
29,437
101,696
84,430
313,539
6,622,660
166,948
434,390
2,752,475
—
621,395
847,054
270,345
28,151
51,550
1,197,862
25,738
6,554,502
12,349,072
343,692
5,916,022
1,217,531
—
706,810
4,157,111
436,558
699,885
1,128,807
382,449
—
—
—
—
—
—
—
—
—
(12,365,223)
(12,365,223)
(64,532,989)
—
—
—
—
—
—
—
—
—
Consolidated
Total
11,692,773
895,483
818,968
951,349
5,753,483
40,537
861,573
3,146,378
314,483
—
24,475,027
3,950,544
28,813,204
5,442,951
29,437
808,506
4,241,541
750,097
7,322,545
1,295,755
816,839
—
577,140
—
60,882,292
67,201,569
27,337,937
—
(76,898,212)
577,140
78,523,586
—
594,928
200,000
18,781
62,449
9,368
12,365,223
12,919
—
1,752,693
15,016,361
87,720
254,128
—
15,358,209
17,155,492
600,000
—
32,950,608
690,674
446,586
51,843,360
67,201,569
5,394,423
1,607,764
—
1,355,910
165,973
39,770
—
216,799
—
4,908,777
13,689,416
422,629
92,344
—
14,204,389
600,000
3,918,356
—
8,617,859
—
(2,667)
13,133,548
27,337,937
—
—
—
—
—
—
(12,365,223)
—
—
—
(12,365,223)
—
—
—
(12,365,223)
(17,755,492)
(4,518,356)
—
(41,568,467)
(690,674)
—
(64,532,989)
(76,898,212)
5,394,423
2,202,692
200,000
1,374,691
228,422
49,138
—
229,718
1,497
6,724,743
16,405,324
510,349
346,472
6,788,971
24,051,116
535
26,717,727
(2,062,530)
29,459,491
(86,672)
443,919
54,472,470
78,523,586
—
—
—
—
—
—
—
—
1,497
63,273
64,770
—
—
6,788,971
6,853,741
535
26,717,727
(2,062,530)
29,459,491
(86,672)
—
54,028,551
60,882,292
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Table of Contents
ZTO Express
(Cayman) Inc. Subsidiaries
Elimination
As of December 31, 2021
VIE and VIE’s
subsidiaries
RMB
(in thousands)
Assets
Current assets:
Cash and cash equivalents
Restricted cash
Accounts receivable, net
Financing receivables, net
Short-term investment
Inventories
Advances to suppliers
Prepayments and other current assets
Amounts due from related parties outside the consolidated group
Amounts due from related parties within the consolidated group
Total current assets
Investments in consolidated subsidiaries, VIE and other equity investees
Property and equipment, net
Land use rights, net
Intangible assets, net
Operating lease right-of-use assets
Goodwill
Deferred tax assets
Long-term investment
Long-term financing receivables, net
Other non-current assets
Amounts due from related parties outside the consolidated groups-non-
current
TOTAL ASSETS
Liabilities
Current liabilities
Short-term bank borrowings
Accounts payable
Notes payable
Advances from customers
Income tax payable
Amounts due to related parties outside the consolidated group
Amounts due to related parties within the consolidated group
Operating lease liabilities, current
Acquisition consideration payables
Dividends payable
Other current liabilities
Total current liabilities
Non-current operating lease liabilities
Deferred tax liabilities
TOTAL LIABILITIES
Equity
Ordinary shares
Additional paid-in capital
Treasury shares, at cost
Retained earnings
Accumulated other comprehensive loss
Non-controlling interests
Total Equity
TOTAL LIABILITIES AND EQUITY
621,034
—
—
—
196,462
—
—
—
—
2,692,898
3,510,394
45,807,179
—
—
—
—
—
—
—
—
—
8,169,249
27,736
262,167
133,541
2,328,857
52,747
612,842
1,218,172
96,288
—
12,901,599
13,088,486
19,063,363
4,141,241
35,634
26,407
84,430
284,139
1,214,500
295,953
377,643
930,942
—
671,277
977,920
320,000
30,214
55,013
1,924,196
37,702
402,488
5,349,752
300,380
5,866,534
1,194,308
—
870,831
4,157,111
650,709
—
1,117,003
384,630
—
—
—
—
—
—
—
—
—
(3,095,386)
(3,095,386)
(55,465,597)
—
—
—
—
—
—
—
—
—
Consolidated
Total
9,721,225
27,736
933,444
1,111,461
2,845,319
82,961
667,855
3,142,368
133,990
—
18,666,359
3,730,448
24,929,897
5,335,549
35,634
897,238
4,241,541
934,848
1,214,500
1,412,956
762,273
—
611,100
—
49,317,573
52,124,495
19,891,258
—
(58,560,983)
611,100
62,772,343
637,260
—
—
—
—
—
—
—
—
708
42,358
680,326
—
—
680,326
—
400,880
45,000
12,752
86,789
8,352
3,095,386
12,022
22,942
—
3,196,742
6,880,865
22,351
179,813
7,083,029
2,821,457
1,556,649
129,920
1,213,797
—
14,434
—
238,973
—
—
2,555,280
8,530,510
533,740
112,543
9,176,793
—
—
—
—
—
—
(3,095,386)
—
—
—
—
(3,095,386)
—
—
(3,095,386)
535
28,229,026
(2,067,009)
22,716,799
(242,104)
—
48,637,247
49,317,573
15,084,658
600,000
—
28,414,359
680,921
261,528
45,041,466
52,124,495
600,000
3,923,412
—
6,162,247
—
28,806
10,714,465
19,891,258
(15,684,658)
(4,523,412)
—
(34,576,606)
(680,921)
—
(55,465,597)
(58,560,983)
3,458,717
1,957,529
174,920
1,226,549
86,789
22,786
—
250,995
22,942
708
5,794,380
12,996,315
556,091
292,356
13,844,762
535
28,229,026
(2,067,009)
22,716,799
(242,104)
290,334
48,927,581
62,772,343
15
Table of Contents
Assets
Current Assets
Cash and cash equivalents
Restricted cash
Accounts receivable, net
Financing receivables, net
Short-term investment
Inventories
Advances to suppliers
Prepayments and other current assets
Amounts due from related parties outside the consolidated group
Amounts due from related parties within the consolidated group
Total current assets
Investments in consolidated subsidiaries, VIE and other equity investees
Property and equipment, net
Land use rights, net
Intangible assets, net
Operating lease right-of-use assets
Goodwill
Deferred tax assets
Long-term investment
Long-term financing receivables, net
Other non-current assets
Amounts due from related parties-noncurrent
TOTAL ASSETS
Liabilities
Current liabilities
Short-term bank borrowings
Accounts payable
Notes payable
Advances from customers
Income tax payable
Amounts due to related parties outside the consolidated group
Amounts due to related parties within the consolidated group
Operating lease liabilities, current
Acquisition consideration payables
Dividends payable
Other current liabilities
Total current liabilities
Non-current operating lease liabilities
Deferred tax liabilities
TOTAL LIABILITIES
Equity
Ordinary shares
Additional paid-in capital
Treasury shares, at cost
Retained earnings
Accumulated other comprehensive loss
Non-controlling interests
Total Equity
TOTAL LIABILITIES AND EQUITY
ZTO Express
(Cayman) Inc.
Subsidiaries
As of December 31, 2020
VIE and VIE’s
subsidiaries
RMB
(in thousands)
Elimination
Consolidated
Total
3,443,624
—
—
—
2,509,137
—
—
13,013
—
4,993,853
10,959,627
37,391,446
—
—
—
—
—
—
652,500
—
—
—
49,003,573
—
—
—
—
—
—
—
—
—
11,198
13,562
24,760
—
—
24,760
553
30,613,948
(2,578,870)
21,038,753
(95,571)
—
48,978,813
49,003,573
9,992,429
133,196
231,347
150,673
1,181,265
10,295
543,421
1,168,598
39,244
603,835
14,054,303
11,488,765
12,540,008
3,221,824
41,832
41,275
84,430
206,029
1,189,500
185,350
437,838
500,000
43,991,154
—
480,819
168,062
50,739
(202,098)
—
4,993,853
12,323
22,942
—
1,878,721
7,405,361
34,354
127,171
7,566,886
11,882,495
600,000
—
23,469,770
387,374
84,629
36,424,268
43,991,154
776,725
—
514,666
341,486
—
42,775
45,621
1,153,077
34,034
—
2,908,384
110,570
6,025,153
1,138,849
—
834,984
4,157,111
514,532
—
1,784,990
99,456
—
17,574,029
1,432,929
1,155,069
158,138
1,068,927
250,726
16,655
603,835
234,071
—
—
2,594,801
7,515,151
468,127
127,816
8,111,094
600,000
3,923,412
—
4,903,267
—
36,256
9,462,935
17,574,029
—
—
—
—
—
—
—
—
—
(5,597,688)
(5,597,688)
(45,766,318)
—
—
—
—
—
—
—
—
—
—
(51,364,006)
—
—
—
—
—
—
(5,597,688)
—
—
—
—
(5,597,688)
—
—
(5,597,688)
(12,482,495)
(4,523,412)
—
(28,373,037)
(387,374)
—
(45,766,318)
(51,364,006)
14,212,778
133,196
746,013
492,159
3,690,402
53,070
589,042
2,334,688
73,278
—
22,324,626
3,224,463
18,565,161
4,360,673
41,832
876,259
4,241,541
720,561
1,842,000
1,970,340
537,294
500,000
59,204,750
1,432,929
1,635,888
326,200
1,119,666
48,628
16,655
—
246,394
22,942
11,198
4,487,084
9,347,584
502,481
254,987
10,105,052
553
30,613,948
(2,578,870)
21,038,753
(95,571)
120,885
49,099,698
59,204,750
The following table presents the condensed consolidating operations data for ZTO Express (Cayman) Inc., the VIE and VIE’s
subsidiaries, and other entities for the periods presented. For the purpose of this presentation, (i) the intercompany transactions among entities
within our subsidiaries or among entities within the VIE and VIE’s subsidiaries were eliminated; and (ii) the equity method is used to account
for the interests of ZTO Express (Cayman) Inc. in earnings of our subsidiaries, and the interests of our subsidiary in earnings of the VIE, as
presented below under “Share of profit/(loss) in subsidiaries, consolidated VIE, and equity method investments.”
16
Table of Contents
Revenue
Cost of revenues
Gross profit
Operating (expenses)/income
Selling, general and administrative
Other operating income, net
Other income/(expenses)
Income before income tax and share of
profit/(loss) in subsidiaries, consolidated VIE,
and equity method investments
Income tax expense
Share of profit/(loss) in subsidiaries, consolidated
VIE, and equity method investments
Net income
Revenue
Cost of revenues
Gross profit
Operating (expenses)/income
Selling, general and administrative
Other operating income, net
Other income/(expenses)
Income before income tax and share of
profit/(loss) in subsidiaries, consolidated VIE,
and equity method investments
Income tax expense
Share of profit/(loss) in subsidiaries, consolidated
VIE, and equity method investments
Net income
ZTO Express
(Cayman) Inc.
—
—
—
Subsidiaries
For the Year Ended December 31, 2022
VIE and VIE’s
subsidiaries
RMB
(in thousands)
31,981,790
(28,097,911)
3,883,879
17,157,364
(12,735,655)
4,421,709
(13,762,158)
14,495,845
733,687
Elimination
Consolidated
Total
35,376,996
(26,337,721)
9,039,275
(197,209)
59,881
(25,490)
(1,285,856)
1,411,343
685,980
(685,546)
128,280
(110,519)
91,239
(824,926)
—
(2,077,372)
774,578
549,971
(162,818)
(19,987)
5,233,176
(855,788)
3,216,094
(757,555)
—
—
8,286,452
(1,633,330)
6,991,861
6,809,056
10,742
4,388,130
(4,898)
2,453,641
(6,991,861)
(6,991,861)
5,844
6,658,966
For the Year Ended December 31, 2021
ZTO Express
(Cayman) Inc.
Subsidiaries
VIE and VIE’s
subsidiaries
RMB
(in thousands)
Elimination
Consolidated
Total
—
—
—
15,651,997
(10,882,964)
4,769,033
29,721,135
(27,900,791)
1,820,344
(14,967,293)
14,967,293
—
30,405,839
(23,816,462)
6,589,377
(251,146)
54,620
29,865
(1,203,138)
253,530
272,703
(492,962)
552,730
(66,382)
71,377
(71,377)
—
(1,875,869)
789,503
236,186
(166,661)
(23,101)
4,092,128
(407,123)
1,813,730
(575,227)
—
—
5,739,197
(1,005,451)
4,944,589
4,754,827
1,227,540
4,912,545
(979)
1,237,524
(6,203,569)
(6,203,569)
(32,419)
4,701,327
17
Table of Contents
Revenue
Cost of revenues
Gross profit
Operating (expenses)/income
Selling, general and administrative
Other operating income, net
Other income/(expenses)
Income before income tax and share of profit/(loss) in
subsidiaries, consolidated VIE, and equity method
investments
Income tax expense
Share of profit/(loss) in subsidiaries, consolidated VIE, and
ZTO Express
(Cayman) Inc. Subsidiaries
VIE and VIE’s
subsidiaries
Elimination
Consolidated
Total
For the Year Ended December 31, 2020
—
12,999,401
— (7,715,427)
— 5,283,974
RMB
(in thousands)
23,734,103
(23,180,971)
553,132
(11,519,214)
11,519,214
—
25,214,290
(19,377,184)
5,837,106
(284,193)
146,168
197,043
(1,325,374)
159,244
125,859
(71,867)
293,283
(42,483)
17,722
(17,722)
—
(1,663,712)
580,973
280,419
59,018
(62,887)
4,243,703
(374,236)
732,065
(252,710)
—
—
5,034,786
(689,833)
equity method investments
Net income
4,316,082
4,312,213
458,935
4,328,402
(1,187)
478,168
(4,792,337)
(4,792,337)
(18,507)
4,326,446
The following table presents condensed consolidating cash flow data for ZTO Express (Cayman) Inc., the VIE and VIE’s subsidiaries,
and other entities for the years ended presented. For the purpose of this presentation, the intercompany transactions among entities within our
subsidiaries or among entities within the VIE and VIE’s subsidiaries were eliminated.
Net cash provided by operating activities
Net cash (used in) /provided by investing activities
Net cash provided by/(used in) financing activities
15,638
(4,911,571)
4,222,198
ZTO Express
ZTO Express
(Cayman) Inc. Subsidiaries
Elimination
Consolidated
Total
For the Year Ended December 31, 2022
VIE and VIE’s
subsidiaries
RMB
(in thousands)
805,413
(1,521,688)
2,537,808
10,658,257
(12,189,004)
2,878,569
2,580,373
(2,580,373)
— 11,479,308
(16,041,890)
7,058,202
(Cayman) Inc. Subsidiaries
Elimination
Consolidated
Total
For the Year Ended December 31, 2021
VIE and VIE’s
subsidiaries
RMB
(in thousands)
Net cash provided by operating activities
Net cash provided by/(used in) investing activities
Net cash (used in)/provided by financing activities
88,876
1,679,330
(4,518,056)
6,155,051
(10,808,233)
2,808,514
976,290
(877,285)
55,212
—
1,249,655
(1,249,655)
7,220,217
(8,756,533)
(2,903,985)
ZTO Express
(Cayman) Inc. Subsidiaries
For the Year Ended December 31, 2020
VIE and VIE’s
subsidiaries
RMB
(in thousands)
(537,756)
(647,170)
1,432,929
5,185,341
(9,104,151)
10,020,938
—
10,010,593
(10,010,593)
Elimination
Consolidated
Total
4,950,749
(3,549,341)
8,337,407
Net cash provided by/(used in) operating activities
Net cash (used in)/provided by investing activities
Net cash provided by/(used in) financing activities
303,164
(3,808,613)
6,894,133
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
18
Table of Contents
D. Risk Factors
SUMMARY OF RISK FACTORS
Investing in our Class A ordinary shares and/or ADSs involves significant risks. You should carefully consider all of the information
in this annual report before making an investment in our Class A ordinary shares and/or ADSs. The following list summarizes some, but not all,
of these risks.
Risks Related to Our Business and Industry
● Our business and growth are highly dependent on the development of the e-commerce industry and the emergence of New Retail
in China.
● Our business operations have relied on, and are likely to continue to be significantly influenced by, certain third-party e-
commerce platforms.
● We face risks associated with our network partners and their employees and personnel.
● We face intense competition, which could adversely affect our results of operations and market share.
● Any service disruptions experienced by our sorting hubs or the outlets operated by our network partners may adversely affect our
business operations.
● Our technology systems are critical to our business operations and growth prospects, and failure to continue to improve, and
effectively utilize, our technology systems or develop new technologies could harm our business operations, reputation and
growth prospects.
● We operate in a labor-intensive industry and an overall contraction in the availability of workers in the labor market or any labor
unrest may negatively affect our business.
● We engage outsourcing firms to provide personnel for our operations. We have limited control over these personnel and may be
liable for violations of applicable PRC labor laws and regulations accordingly.
● We face risks associated with parcels handled and transported through our network and risks associated with transportation.
● Our past growth rates may not be indicative of our future growth, and if we are unable to manage our growth or execute our
strategies effectively, our business and prospects may be materially and adversely affected.
19
Table of Contents
Risks Related to Our Corporate Structure
● ZTO is a Cayman Islands holding company with no equity ownership in the VIE and we conduct our operations in China
primarily through (i) our PRC subsidiaries and (ii) the VIE, with which we have maintained contractual arrangements. Investors
in our ADSs and/or Class A ordinary shares thus are not purchasing equity interest in our operating entities in China but instead
are purchasing equity interest in a Cayman Islands holding company. If the PRC government finds that the agreements that
establish the structure for operating our business do not comply with the PRC laws and regulations, or if these regulations or their
interpretations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those
operations. Our holding company, our PRC subsidiaries, the VIE, and investors of ZTO face uncertainty about potential future
actions by the PRC government that could affect the enforceability of the contractual arrangements with the VIE and,
consequently, significantly affect the financial performance of the VIE and our company as a whole. See “Item 3. Key
Information(cid:0)D. Risk Factors(cid:0)Risks Related to Our Corporate Structure(cid:0)If the PRC government finds that the agreements that
establish the structure for operating certain of our operations in China do not comply with PRC regulations relating to the
relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to
severe penalties or be forced to relinquish our interests in those operations” on pages 43-44 of this annual report.
Risks Related to Doing Business in China
● Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our
business and operations. See “Item 3. Key Information(cid:0)D. Risk Factors(cid:0)Risks Related to Doing Business in China(cid:0)Changes in
China’s economic, political or social conditions or government policies could have a material adverse effect on our business and
operations” on pages 47 of this annual report.
● PRC government’s significant authority in regulating our operations and its oversight and control over securities offerings
conducted overseas by, and foreign investment in, China-based issuers could significantly limit or completely hinder our ability
to offer or continue to offer securities to investors. Implementation of industry-wide regulations in this nature may cause the
value of such securities to significantly decline. See “Item 3. Key Information(cid:0)D. Risk Factors(cid:0)Risks Related to Doing Business
in China(cid:0)The PRC government’s significant oversight and discretion over our business operation could result in a material
adverse change in our operations and the value of our ADSs and ordinary shares” on page 48 of this annual report.
● Risks and uncertainties arising from the legal system in China, including risks and uncertainties regarding the enforcement of
laws and quickly evolving rules and regulations in China, could result in a material adverse change in our operations and the
value of our ADSs. See “Item 3. Key Information(cid:0)D. Risk Factors(cid:0)Risks Related to Doing Business in China(cid:0)Uncertainties with
respect to the PRC legal system could adversely affect us” on page 48 of this annual report.
● We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing
requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a
material and adverse effect on our ability to conduct our business. See “Item 3. Key Information(cid:0)D. Risk Factors(cid:0)Risks Related
to Doing Business in China(cid:0)We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any
cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us
could have a material and adverse effect on our ability to conduct our business” on page 50 of this annual report.
● The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial
statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the
benefits of such inspections. See “Item 3. Key Information(cid:0)D. Risk Factors(cid:0)Risks Related to Doing Business in China(cid:0)The
PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements
and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of
such inspections” on page 58 of this annual report.
20
Table of Contents
● Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect
or investigate completely auditors located in China. The delisting of the ADSs, or the threat of their being delisted, may
materially and adversely affect the value of your investment. See “Item 3. Key Information(cid:0)D. Risk Factors(cid:0)Risks Related to
Doing Business in China(cid:0)Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the
PCAOB is unable to inspect or investigate completely auditors located in China. The delisting of the ADSs, or the threat of their
being delisted, may materially and adversely affect the value of your investment” on page 58-59 of this annual report.
Risks Related to Our Shares and ADSs
● We adopt different practices as to certain matters as compared with many other companies listed on the Hong Kong Stock
Exchange.
● The trading prices of our ADSs and Class A ordinary shares have been and are likely to continue to be volatile, which could
result in substantial losses to holders of our Class A ordinary shares and/or ADSs.
● Our dual-class share structure with different voting rights will limit your ability to influence corporate matters and could
discourage others from pursuing any change of control transactions that holders of our Class A ordinary shares and ADSs may
view as beneficial.
RISKS RELATED TO OUR BUSINESS AND INDUSTRY
Our business and growth are highly dependent on the development of the e-commerce industry and the emergence of New Retail in China.
We generate a significant portion of our parcel volume by serving end customers that conduct business on various e-commerce
platforms in China, and our end customers rely on our services to fulfill orders placed by consumers on such platforms. In December 2022,
more than 90% of our total parcel volume was attributable to e-commerce platforms. Our business and growth are therefore highly dependent
on the viability and prospects of the e-commerce industry in China.
Any uncertainties relating to the growth, profitability and regulatory regime of the e-commerce industry in China could have a
significant impact on us. The development of the e-commerce industry in China is affected by a number of factors, most of which are beyond
our control. These factors include:
● the growth of broadband and mobile internet penetration and usage in China;
● the consumption power and disposable income of e-commerce consumers in China, as well as changes in demographics and
consumer tastes and preferences;
● the availability, reliability and security of e-commerce platforms;
● the selection, price and popularity of products offered on e-commerce platforms;
● the potential impact of the COVID-19 to our business operations and the economy in China and elsewhere generally;
● the emergence of alternative channels or business models that better suit the needs of consumers in China;
● the development of fulfillment, payment and other ancillary services associated with e-commerce;
● the continued integration of online and offline retail channels by large e-commerce platforms and various retail merchants to
reduce customer acquisition costs and enhance customers’ shopping experience (“New Retail”); and
● changes in laws and regulations, as well as government policies, that govern the e-commerce industry in China.
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Table of Contents
The e-commerce industry is highly sensitive to changes in macroeconomic conditions, and e-commerce spending tends to decline
during recessionary periods. Many factors beyond our control, including inflation and deflation, fluctuations in currency exchange rates,
volatility of stock and property markets, interest rates, tax rates and other government policies and changes in unemployment rates can
adversely affect consumer confidence and spending behavior on e-commerce platforms, which could in turn materially and adversely affect our
growth and profitability. In addition, unfavorable changes in domestic and international politics, including military conflicts, political turmoil
and social instability, may also adversely affect consumer confidence and spending, which could in turn negatively impact our growth and
profitability.
Our business operations have relied on, and are likely to continue to be significantly influenced by, certain third-party e-commerce
platforms.
Our business operations have relied on certain third-party e-commerce platforms, such as the Alibaba ecosystem, and we still expect
to be significantly influenced by those third-party e-commerce platforms in the foreseeable future.
Although such third-party e-commerce platforms are not our direct customers, they have significant influence over how transactions
take place on their e-commerce platforms, including how purchase orders are fulfilled by indicating to consumers the preferred express delivery
companies for orders placed. For example, in order to maintain and foster our cooperation with Alibaba, we may have to accommodate the
demands and requirements from various players in the Alibaba ecosystem, such as the adoption of digital waybills initiated by Cainiao
Network, a central logistics information system and solutions provider affiliated with Alibaba. Such demands and requirements may increase
the cost of our business or weaken our connection with our end customers.
Furthermore, in May 2018, Alibaba and Cainiao Network entered into a strategic transaction with us. Pursuant to the transaction
terms, certain investors led by Alibaba and Cainiao Network invested US$1.38 billion in our company in exchange for approximately 10% of
our equity interest at that time and obtained certain shareholder rights in our company. The transaction was completed in June 2018. Alibaba
has also invested, and may invest in the future, in our competitors. Alibaba may encourage merchants on its platforms to choose certain other
investees’ services over ours for business reasons. Alibaba may also build an in-house delivery network to serve its e-commerce platforms in
the future. If either or both of these situations were to materialize, our business may be negatively impacted, and our results of operations may
be materially and adversely affected.
We face risks associated with our network partners and their employees and personnel.
As of December 31, 2022, we had over 31,000 pickup/delivery outlets and over 5,900 direct network partners under our ZTO brand.
We rely on these network partners to directly interact with and serve end customers. However, the interests of a network partner may not be
entirely aligned with ours or with those of our other network partners at all times. We manage our business relationships with direct network
partners through contractual agreements, which provide for performance incentives along with periodic evaluations. Our direct network
partners may sub-contract part of their business to their cooperation partners, which we refer to as our indirect network partners. The sub-
contracting to indirect network partners is subject to our consent. However, we may not be able to manage the network partners as effectively
as if we had full ownership of them or operated their business directly. In particular, we do not enter into agreements with our indirect network
partners and are therefore unable to exert a significant degree of influence over them.
22
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Our network partners and their employees have a significant number of direct interactions with our end customers, and their
performance is directly associated with our brand. We do not directly supervise the employees of our network partners in providing services to
end customers. Our existing network-wide service standards and periodic training to the personnel of our network partners may not be
sufficient for us to effectively monitor, maintain and improve their service quality or their general conduct towards end-customers. In the event
of any unsatisfactory performance or unlawful behavior by our network partners and/or their employees towards end-customers, we may
experience service disruptions and our reputation may be materially and adversely affected. We may voluntarily, or upon the request of
applicable authorities, conduct investigations on such event and adopt remediation/preventive measures. Such efforts may not be limited to the
relevant parties, but applicable throughout our network, which could cause temporary diversion from the ordinary course of our and our
network partners’ business. Furthermore, our network partners may fail to implement sufficient control over the pickup and delivery personnel
who work at the outlets in connection with their conduct, such as proper collection and handling of parcels and delivery service fees, adherence
to customer privacy standards and timely delivery of parcels. As a result, we or our network partners may suffer financial losses, incur
liabilities and suffer reputational damage in the event of theft or late delivery of parcels, embezzlement of delivery service fees, mishandling of
customer privacy, misconduct or unlawful behavior towards end-customers, or any other behavior that reflects adversely on our business and
reputation.
Suspension or termination of a network partner’s services in a particular geographic area may result in a significant interruption or
failure to provide services in the corresponding geographic area. A network partner may suspend or terminate its services voluntarily or
involuntarily due to various reasons, including a disagreement or dispute with us, failure to make a profit, failure to obtain requisite approvals,
failure to maintain licenses or permits or to comply with other governmental regulations, and events beyond our or its control, such as
inclement weather, natural disasters, transportation interruptions or labor unrest or shortage. See also “Item 3. Key Information—D. Risk
Factors—Any service disruptions experienced by our sorting hubs or the outlets operated by our network partners may adversely affect our
business operations.” Due to the intense competition in China’s express delivery industry, our existing network partners may also choose to
discontinue their cooperation with us and work with our competitors instead. We may not be able to promptly replace these network partners or
find alternative ways to provide services in a timely, reliable and cost-effective manner, or at all. As a result of any service disruptions
associated with our network partners, our customer satisfaction, reputation, operations and financial performance may be materially and
adversely affected.
We face intense competition, which could adversely affect our results of operations and market share.
We operate in a highly competitive and consolidating industry. We compete primarily with leading domestic express delivery
companies, including YTO Express, STO Express, Yunda Express, J&T Express, SF Express, JD Logistics and the express delivery services
provided by China Post such as EMS. We compete with them based on a number of factors, including network stability, business model,
operational capabilities, infrastructure capacity, cost control and service quality. We have historically experienced a decline in the delivery
service market prices and we may continue to face downward pricing pressure. If we and our network partners cannot effectively control our
costs to remain competitive, our market share and revenue may decline. Additionally, if we have to subsidize our network partners to increase
our network partners’ competitiveness, our gross margin may decline. Our competitors may attempt to gain market share by lowering their
rates, especially during economic slowdowns or in key regional markets. Such rate reductions may limit our ability to maintain or increase our
rates and operating margins and inhibit our ability to grow our business.
In addition, major e-commerce platforms, such as Alibaba, Pinduoduo and JD.com, may choose to build or further develop their
respective in-house delivery capabilities to serve their logistics needs and compete with us, which may significantly affect our market share and
total parcel volume. Furthermore, as we diversify our service offering and further expand our customer base, we may face competition from
existing or new players in new sectors we choose to enter. In particular, we or our network partners may face competition from existing or new
last-mile delivery service providers which may expand their service offerings to include express delivery or adopt a business model disruptive
to our business and compete with our network partners for delivery personnel. Similarly, existing players in an adjacent or sub-market may
choose to leverage their existing infrastructure and expand their services to serve our customers. If these players succeed in doing so, our
market share may suffer and our business and financial performance may be significantly and adversely affected.
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Certain of our current and potential competitors, as well as international logistics operators with a presence in China, may have
significantly greater resources, longer operating histories, larger customer bases and greater brand recognition than us. Other current and
potential competitors may be acquired by, receive investment from, or enter into strategic relationships with, established and well-financed
companies or investors which would help enhance their competitiveness. Moreover, competitors may adopt more aggressive pricing policies or
devote greater resources to marketing and promotional campaigns than us. We may not be able to compete successfully against current or
future competitors, and competitive pressures may have a material and adverse effect on our business, financial condition and results of
operations.
Any service disruptions experienced by our sorting hubs or the outlets operated by our network partners may adversely affect our business
operations.
Our daily operations rely heavily on the orderly performance of our sorting hubs and the pickup and delivery outlets operated by our
network partners. Any service disruption at our sorting hubs or the pickup and delivery outlets as a result of a failure or disruption of the
automated facilities, under-capacity during peak parcel volume periods, force majeure, third-party sabotage, disputes, employee delinquency or
strike, government inspections or regulatory orders mandating service halt or temporary or permanent shutdown would adversely impact our
business operations. For example, any ad hoc regulatory inspection by local authorities, such as environmental safety, work safety, equipment
safety, fire safety and security checks, on any of our facilities or our network partners’ service outlets may cause business disruptions and
suspensions, delay the processing and delivery of parcels and penalties. The outbreak of an epidemic, such as the outbreak of COVID-19, may
also cause a significant disruption to our business. For instance, our headquarters, dozens of our sorting hubs and thousands of service outlets
across the country also suspended operations from time to time in 2022 due to COVID-19 resurgences caused by the Omicron variants since
early March 2022, resulting in delays and stoppages of express delivery and a lower-than-expected parcel volume in 2022. The severe flood in
Henan province in July 2021 also caused temporary closure of our facilities, sorting hubs and service outlets in Henan province. If we are
required by governmental authorities to implement changes to our facilities or relocate any of our facilities or our network partners’ service
outlets, our and our network partners’ operating costs may increase as a result. In the event of service disruptions at our sorting hubs or outlets,
parcel sorting or parcel pickup and delivery may be delayed, suspended or stopped. Such parcels would need to be redirected to other nearby
sorting hubs or outlets, and such rerouting of parcels will likely increase risks of delay and delivery errors. At the same time, increased parcel
sorting or pickup and delivery pressure on nearby sorting hubs or outlets may negatively impact their performance and result in adverse effects
to our entire network. Any of the foregoing events may result in significant operational interruptions and slowdowns, customer complaints and
reputational damage.
Our technology systems are critical to our business operations and growth prospects, and failure to continue to improve, and effectively
utilize, our technology systems or develop new technologies could harm our business operations, reputation and growth prospects.
The satisfactory performance, reliability and availability of our technology systems is critical to our ability to deliver high-quality
customer services. We rely on the Zhongtian system, our self-developed and centralized technology systems, which consists of our operational
management system, our network management system, our settlement system, our finance system and other systems and mobile apps
connecting our network partners to efficiently operate our network. These integrated systems support the smooth performance of certain key
functions of our business, such as order tracking, fleet dispatch and management, route planning, and fee settlement. In addition, the
maintenance and processing of various operating and financial data is essential to the day-to-day operation of our business and formulation of
our strategies. Therefore, our business operations and growth prospects depend, in part, on our ability to maintain and make timely and cost-
effective enhancements and upgrade to our technology systems and to introduce innovative additions to meet changing operational needs.
Continued investment in information technology and equipment to enhance operational efficiency and reliability is part of our growth strategy.
While we have significantly increased our spending on technology, such investment may not be sufficient to fully support our expanding
business needs. Failure to maintain sufficient spending on technology systems could cause economic losses and put us at a disadvantage to our
competitors. We can provide no assurance that we will be able to keep up with technological improvements or that technologies developed by
others (including our competitors) will not render our services less competitive or attractive. Any issues impairing the functionality and
effectiveness of our systems could result in unanticipated system disruptions, slower response time and impaired user experiences, as well as
delays or inaccuracies in reporting operating and financial information.
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Any interruptions caused by telecommunications failures, computer viruses, hacking, or other attempts to harm our technology
infrastructure could result in the unavailability or slowdown of our centralized system and significantly impact workflows throughout our entire
network. We can provide no assurance that our current security mechanisms will be sufficient to protect our technology systems from any third-
party intrusions, viruses or hacker attacks, information or data theft or other similar activities. Any such occurrences could disrupt our services,
damage our reputation and harm our results of operations.
We operate in a labor-intensive industry and an overall contraction in the availability of workers in the labor market or any labor unrest
may negatively affect our business.
Our business is labor-intensive. As of December 31, 2022, we had a total of 24,888 employees and over 59,000 outsourced personnel.
A failure by us or our network partners to maintain a stable and dedicated workforce may result in disruption or delays in the services provided
to end customers. We and our network partners often need to hire additional or temporary workers to handle the significant increase in parcel
volume following special promotional events such as promotional campaigns on June 18, November 11 and December 12 of each year or
during other peak seasons throughout the year. During these periods we have observed an increasingly competitive and tight labor market. In
general, this has resulted in, and we expect will continue to result in, increased labor costs driven by higher salaries, social benefits and
employee headcounts.
Further, we and our network partners compete with other companies in our industry as well as other labor-intensive industries for
labor, and such competition may affect the overall stability of our workforce and the performance of our network. For example, emerging
disruptive business models like intra-city delivery, which enables senders and recipients within the same city to achieve rapid point-to-point
delivery; or omni-channel delivery, which fulfills the logistics demands for omni-channel retailers and consumers, are likely to compete for
pickup and delivery personnel with our network partners and service outlets. Some of our network partners or outlets may be pressured to
increase compensation and social welfare benefits for their employees, which may result in lower profitability and insufficient cashflow for our
network partners or service outlets. If our network partners or service outlets are unable to offer competitive salaries and benefits, or pay their
employees on time or in full, they may lose their personnel, resulting in insufficient delivery resources, disgruntled employees, and lower
delivery service quality in certain parts of our network.
We and our network partners have been involved in labor disputes and penalties in the past, none of which either individually or in the
aggregate, had a material adverse impact on us. We and our network partners expect to continue to be involved in labor disputes from time to
time, including involvement in various legal or administrative proceedings related to such disputes. Any labor unrest directed against us or our
network partners could directly or indirectly prevent or hinder our normal business operations, and, if not resolved in a timely manner, lead to
delays in fulfilling our customer orders and decreases in our revenue. Historically, we have experienced an incident where an employee strike
of one of our network partners caused a prolonged service suspension in a southern city of China, and we cannot assure you that similar
incidents would not happen in the future. We and our network partners cannot predict or control any labor unrest, especially those involving
labor not directly employed by us. Further, labor unrest may have a negative effect on general labor market conditions or result in changes to
labor laws, which in turn could materially and adversely affect our business, financial condition and results of operations.
We engage outsourcing firms to provide personnel for our operations. We have limited control over these personnel and may be liable for
violations of applicable PRC labor laws and regulations accordingly.
We engage outsourcing firms to provide a large number of personnel to work at our network facilities. As of December 31, 2022, over
59,000 outsourced personnel were active in our operations. We enter into agreements with outsourcing firms and do not have any direct
contractual relationship with outsourced personnel, resulting in limited control over them. If any outsourced personnel fail to operate in
accordance with instructions, policies and business guidelines set forth by outsourcing firms based on our requirements, our market reputation,
brand image and results of operations could be materially and adversely affected.
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Our agreements with the outsourcing firms may provide that we are not liable to the outsourced personnel. However, if the
outsourcing firms violate any relevant PRC labor laws, regulations or their employment agreements with the personnel, such personnel may file
a claim against us as they provide their services at our network facilities. As a result, we may incur legal liability, and our market reputation,
brand image as well as our business, financial condition and results of operations could be materially and adversely affected.
We face risks associated with parcels handled and transported through our network and risks associated with transportation.
We handle a large volume of parcels across our network, and face challenges with respect to the protection and inspection of these
parcels. Parcels in our network may be stolen, damaged or lost for various reasons, and we and/or our network partners may face actual or
alleged liability for such incidents. In addition, we may fail to detect unsafe or prohibited/restricted items. There have been incidents in the past
where our network partners failed to strictly implement parcel screening procedures and allowed controlled items to be mailed through our
network. Further, unsafe items processed and transported by us, such as flammables and explosives, toxic or corrosive items and radioactive
materials, may damage other parcels in our network, injure their recipients, harm our personnel and result in property damage. Failure to
prevent prohibited or restricted items from entering our network may result in administrative or criminal penalties as well as civil liability for
personal injury and property damage.
The transportation of parcels involves inherent risks. We have a large number of vehicles and personnel involved in our transportation
operations at all times, who are subject to risks associated with transportation safety, including transportation related injuries and losses. For
example, our vehicles and personnel may be involved in traffic accidents from time to time, resulting in personal injury and loss or damage to
parcels carried by them. In addition, frictions or disputes may occasionally arise from the direct interaction of our personnel with parcel senders
and recipients, which may result in personal injury or property damage if such incidents escalate. The insurance policies carried by us may not
fully cover the damages caused by transportation related injuries or losses.
Any of the foregoing could disrupt our services, cause us to incur substantial expenses and divert the time and attention of our
management. We and our network partners may face claims and incur significant liabilities if found liable or partially liable for any injuries,
damages or losses. Claims against us may exceed the amount of our insurance coverage or may not be covered by insurance at all. Government
authorities may also impose significant fines on us or require us to adopt costly preventive measures. Furthermore, if our services are perceived
to be unsafe by our end customers, e-commerce platforms and consumers, our business volume may be significantly reduced, and our business,
financial condition and results of operations may be materially and adversely affected.
Our past growth rates may not be indicative of our future growth, and if we are unable to manage our growth or execute our strategies
effectively, our business and prospects may be materially and adversely affected.
Our business has grown substantially in recent years, but our past growth rates may not be indicative of our future growth. Our
revenue growth in recent years was partly attributable to business acquisition, such as the acquisition of China Oriental Express Co., Ltd. The
acquired business of China Oriental Express Co., Ltd. provides freight forwarding services, and our revenue generated from such services
amounted to RMB1,862.7 million, RMB1,529.6 million, and RMB1,212.7 million (US$175.8 million) in 2020, 2021 and 2022, respectively,
accounting for 7.4%, 5.0% and 3.4% of our total revenues during the same periods, respectively. We plan to further expand our network in
response to increasing customer and consumer needs, but we may not succeed in doing so. Even if we are able to expand our network as
planned, we may not be able to continue to integrate and optimize a larger network. In addition, as customer and consumer needs at both the
national and regional levels are continuously changing, we may not be able to successfully anticipate or respond to such changes. For example,
we may experience shortages in our delivery capacity if our expansion fails to accurately and timely match increased customer and consumer
demand. Furthermore, our anticipated future growth will likely place significant demands on our management and operations. Our success in
managing our growth will depend, to a significant degree, on the ability of our executive officers and other members of our senior management
to carry out our strategies effectively, our ability to balance the interests between us and our network partners as well as among our network
partners, and our ability to adapt, improve and develop our financial and management information systems, controls and procedures. In
addition, we will likely have to successfully recruit, train and manage more employees and improve and expand our sales and marketing
capabilities. If we are not able to manage our growth or execute our strategies effectively due to any of the foregoing reasons, our expansion
may not be successful, and our business and prospects may be materially and adversely affected.
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Our long-term growth and competitiveness are highly dependent on our ability to control costs and maintain or raise prices.
To maintain competitive pricing and enhance our profit margins, we must continually control our costs. Effective cost-control
measures have a direct impact on our financial condition and results of operations. We have adopted various cost control measures and will
continue to add new ones as necessary and appropriate. For example, transportation costs can be reduced through the choice of appropriate
vehicles and optimization of transportation routes, and labor costs can be reduced through automation. However, the measures we have adopted
or will adopt in the future may not be as effective as expected in improving our financial condition and results of operations. We do not intend
to compete with our competitors by introducing aggressive pricing policies, which we consider detrimental to our long-term growth. Delivery
services fees charged by our network partners to parcel senders have declined over time, partially as a result of market competition. Our gross
profit per parcel is also affected by a variety of other factors, such as a decline in the average weight of parcels handled by us, an increase in the
adoption of digital waybills, which have a lower charge rate than traditional paper waybills, an increase in delivery services directly provided to
certain enterprise customers, and changes in our operating model. For example, the direct shipping model, whereby some parcels are directly
shipped by certain volume-qualified network partners to our destination sorting hubs without going through our origination sorting hubs,
reduces overall delivery time and operating costs and also lowers our revenues. If we are not able to effectively control our cost and adjust the
level of network transit fees based on operating costs and market conditions, our profitability and cash flow may be adversely affected.
We face challenges in diversifying our service offerings and expanding our customer base.
We intend to further diversify our service offerings and expand our customer base to increase the number of revenue sources in the
future. New services or new types of customers may involve risks and challenges that we do not currently face. Such new initiatives may
require us to devote significant financial and managerial resources and may not perform as well as expected. We may not be able to
successfully address customer demand and preferences and our existing network and facilities may not be adaptable enough to accommodate
new services or customers. For example, different service offerings will likely require different equipment specifications and service standards,
which may require significant time and costs to implement. We may also be inexperienced with operating models and cost structures associated
with new types of customers we may choose to pursue. In addition, we may not be able to provide services of sufficient quality, which may
result in complaints or liability claims against us, all of which would harm our overall reputation and financial performance. We may also
selectively invest in emerging business opportunities in adjacent logistics markets, such as less-than-truckload shipping, or leverage our
existing network and infrastructure to directly engage in related businesses. We cannot assure you that such endeavors will be profitable or that
we will be able to recoup our investments with respect to any new services or new types of customers in time or at all.
Damage to our brand image and corporate reputation could materially and adversely impact our business.
We believe our brand image and corporate reputation will play an increasingly important role in enhancing our competitiveness and
maintaining our growth. Many factors, some of which are beyond our control, may negatively impact our brand image and corporate reputation
if not properly managed. These factors include our ability to provide superior services to our end customers, successfully conduct marketing
and promotional activities, manage relationships with and among network partners, manage complaints and negative publicity, and maintain a
positive perception of our company, our peers and the express delivery industry in general. For instance, one of our business outlets in
Chengdu, Sichuan province, was found to have transported puppies and kittens in inhumane way as part of pet blind box sales on e-commerce
sites in May 2021, which caused damage to our brand image. Any actual or perceived deterioration of our service quality, which is based on an
array of factors including customer satisfaction, number of complaints as well as number of accidents, may subject us to damages, including the
loss of important customers. Any negative publicity against us or our peers may harm our corporate reputation and may result in changes to
government policies and the regulatory environment. If we are unable to promote our brand image and protect our corporate reputation, we
may not be able to maintain and grow our customer base and our business and our growth prospects may be adversely affected.
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Our business and the business of our network partners are subject to a broad range of PRC laws and regulations. If we or our network
partners are deemed to be not in compliance with any of these laws and regulations, our business, reputation, financial condition and
results of operations may be materially and adversely impacted.
Our business is subject to governmental supervision and regulation by the relevant PRC governmental authorities, including but not
limited to, the State Post Bureau and the Ministry of Transportation. Together, these governmental authorities promulgate and enforce
regulations that cover many aspects of our day-to-day operations. See also “Item 4. Information on the Company—B. Business Overview—
Regulation.” For example, the PRC Postal Law indicates that express delivery companies cannot engage in “posting and mail delivery business
exclusively operated by postal enterprises.” However, PRC law does not provide a definition for “posting and mail delivery business
exclusively operated by postal enterprises.” If the authorities define such term in the future and if the parcels that we deliver fall into the
defined category, we may be considered in violation of such regulation. Further, certain of our network partners may commence express
delivery services while still in the process of obtaining Courier Service Operation Permits, and since they use our brand in their businesses, we
may be subject to fines or receive order of rectification as a result. Incidents like the foregoing ones may materially and adversely impact our
business, reputation, financial condition and results of operations.
According to the Interim Regulations on Express Delivery, which were promulgated by the State Council on March 2, 2018, took
effect on May 1, 2018 and were amended on March 2, 2019, we are subject to a revised set of requirements in operating our express delivery
business, including but not limit to: (i) we are required to timely file records with the local postal administrations for opening express delivery
terminal outlets; (ii) in case we intend to suspend operating express delivery services, we shall make public announcement in advance, submit a
written notice to the postal administrative departments, return the Courier Service Operation Permit and make proper arrangement on
undelivered express parcels; (iii) we shall not sell, reveal or illegally provide any client information and we shall take remedial measures and
report to the local postal administrations in case any client information is revealed or may be revealed; (iv) we shall verify the identity of
senders and register their identity information when receiving express parcels and shall not receive their express parcels where senders refuse to
furnish identity information or furnish false identity information; (v) we shall refuse to accept the prohibited parcels and shall cease to sorting,
transporting and delivering parcels which are suspected of containing prohibited items and shall promptly submit a report to governmental
authorities and assist in investigations; (vi) we shall formulate our emergency plans, carry out emergency drills and exercises regularly and
report emergencies to the local postal administrations; (vii) clients may claim compensation from us for any delay, missing, damage or shortage
of express parcels handled by our network partners, since they use our trademark, corporate name and express waybill. See “Item 4.
Information on the Company—B. Business Overview—Regulation—Regulations Relating to Express Delivery Services.” The operation of our
express delivery service is subject to this regulation. Failure to comply with these regulations result in requirement to rectify, fines, suspension
of business for remediation or revocation of Courier Service Operation Permit.
Pursuant to the Administrative Provisions concerning the Running of Cargo Vehicles with Out-of-Gauge Goods, which were
promulgated by the PRC Ministry of Transport on August 19, 2016, took effect on September 21, 2016 and amended on August 11, 2021,
cargo vehicles running on public roads shall not carry cargo weighing more than the limits prescribed by this regulation and their dimensions
shall not exceed those as set forth by the same regulation. The operation of our truck fleet is subject to this regulation.
We expect to gradually reduce the number of non-compliant trucks, the non-compliant trucks may be banned and we may be required
to modify non-compliant trucks or purchase new ones to replace them. Otherwise, we may be subject to additional penalties under this
regulation if we continue to operate trucks that exceed the limits set forth in the regulation.
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Pursuant to the PRC E-commerce Law, or the E-commerce Law, which was promulgated by the Standing Committee of the National
People’s Congress on August 31, 2018, took effect on January 1, 2019, we are subject to certain requirements in e-commerce business,
including but not limit to, (i) in providing express logistics services for e-commerce activities, the providers thereof shall abide by laws and
administrative regulations, and comply with the service standards and time limits they have promised; (ii) while handing over commodities to
consignees, express logistics service providers shall remind consignees to examine the commodities immediately on the spot; in the event that
the commodities are received by others for consignees, such express logistics service providers shall obtain the consent of consignees; and
while senders handing over commodities to express logistics service providers, such express logistics service provider shall, in accordance with
relevant laws and regulations, examine whether the postal articles are prohibited or restricted from express delivery in the presence of senders;
and (iii) express logistics service providers are required to use environmental-friendly packaging materials in accordance with the relevant
provisions in an effort to reduce the consumption of packaging materials and implement the recycling measures. While offering express
logistics services, the providers thereof may agree to be entrusted by e-commerce operators to collect payments for goods on a commission
basis. See “Item 4. Information on the Company—B. Business Overview—Regulation—Regulations Relating to Express Delivery Services.”
The operation of our express delivery service is subject to this law. If we are found to be not compliant with the requirements, and we may be
required to rectify. In order to adapt to the evolving e-commerce industry, which could have a significant impact on us, we may need to develop
or upgrade existing business model. If our efforts to comply with laws and regulations concerning e-commerce business are unsuccessful, our
business, financial condition and results of operation may be materially and adversely affected.
In addition, our network partners have full discretion over their daily operations and make localized decisions with respect to their
facilities, vehicles and hiring and pricing decisions. Their operations are regulated by various PRC laws and regulations, including local
administrative rulings, orders and policies that are pertinent to their localized express delivery business. For example, local regulations may
specify the models or types of vehicles to be used in parcel pickup and delivery services or require the network partners to implement
heightened parcel safety screening procedures, which could materially drive up the operating costs and delivery efficiency of the pickup and
delivery outlets.
Existing and new laws and regulations may be enforced from time to time and substantial uncertainties exist regarding the
interpretation and implementation of current and any future PRC laws and regulations applicable to us and/or our network partners. If the PRC
government requires additional approvals or licenses, imposes additional restrictions on our or our network partners’ operations, or tightens
enforcements of existing or new laws or regulations, it has the authority, among other things, to levy fines, confiscate income, revoke business
licenses, and require us or our network partners to discontinue relevant business operations. Since our network partners use our brand in their
businesses, if they are found to be noncompliant with PRC laws and regulations, our business, reputation, financial condition and results of
operations may be materially and adversely impacted.
Any lack of requisite approvals, licenses or permits applicable to the business operation of us or our network partners may have a material
and adverse impact on our business, financial condition and results of operations.
We and our network partners are required to hold a number of licenses and permits in connection with our business operation,
including, but not limited to, the Courier Service Operation Permit and Road Transportation Operation Permit.
Under PRC laws, an enterprise that operates and provides express delivery services must obtain a Courier Service Operation Permit
listing out all the regions it and its branches are allowed to operate in. Such enterprise needs to make a filing with the relevant postal authority
to update or renew its Courier Service Operation Permit to include any additional regions it plans to expand into. The consolidated affiliated
entities engaging in the express delivery services need to obtain the Courier Service Operation Permits, which based on our geographical
coverage would cover the majority part of China. The consolidated affiliated entities are required to timely make all required filings with the
relevant postal authorities including to update or renew their Courier Service Operation Permits with respect to the regions they operate in.
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Failure to make such filings may result in a correction order or fines. In addition, an enterprise engaging in road freight transportation
is required to obtain a Road Transportation Operation Permit from the relevant county-level road transportation administrative bureau.
Similarly, our network partners also need to obtain necessary licenses and permits to operate express delivery and transportation business.
Failure to obtain such licenses and permits may result in suspension of operation, fines or other penalties by government authorities. In
addition, companies that apply for the Courier Service Operation Permit are subject to certain service capability requirements. If any of the
consolidated affiliated entities are found to obtain the Courier Service Operation Permits by improper means such as fraud or bribery, such
entities may be subject to a fine ranging from RMB10,000 to RMB30,000, their Courier Service Operation Permits may be revoked by the
postal administration department and they cannot re-apply to obtain the permit for a period of three years.
After obtaining the Courier Service Operation Permit, an enterprise is further required to maintain its express delivery service
operations during the validity of such permit. As of the date of this report, we are in the process of applying to renew several Courier Service
Operation Permits. Where the permit-holder does not operate any express delivery services for a period of time over six months without due
grounds after obtaining the Courier Service Operation Permit, or suspends its business for more than six months without authorization, the
postal administrative departments may cancel the Courier Service Operation Permit of such holder.We are currently not aware of any such
cancellation or notice of cancellation. If we become subject to such cancellation, our business, results of operations, financial condition and
prospects could be adversely affected.
However, we cannot assure you that the relevant governmental authorities would not require us to obtain the approvals or take any
other actions retrospectively in the future. If the relevant governmental authorities require us to obtain the approvals, we cannot assure you that
we will be able to do so in a timely manner or at all. Additionally, we may not be able to renew Road Transportation Operation Permit of the
relevant subsidiaries due to the lack of such prior approval.
New laws and regulations may be enforced from time to time to require additional licenses and permits other than those we currently
have. For instance, the E-commerce Law establishes additional standards in the express delivery industry. The PRC Foreign Investment Law, or
the FIL which was promulgated on March 15, 2019 and came into force on January 1, 2020, replaced the trio of existing laws regulating
foreign investment in China, together with their implementation rules and ancillary regulations. Further, the State Council also promulgated the
Interim Regulations on Express Delivery on March 2, 2018. The Interim Regulations on Express Delivery, which took effect on May 1, 2018
and were amended on March 2, 2019, stipulate additional requirements and filing procedures for courier service operators in operating new
express delivery terminal outlets. See “Item 4. Information on the Company—B. Business Overview—Regulation—Regulations Relating to
Express Delivery Services.” As a result, substantial uncertainties exist regarding the interpretation and implementation of current and any
future PRC laws and regulations applicable to our businesses. If the PRC government considers that we or our network partners were operating
without the proper approvals, licenses or permits or promulgates new laws and regulations that require additional approvals or licenses or
imposes additional restrictions on the operation of any part of our business, it has the authority, among other things, to levy fines, confiscate our
income, revoke our business licenses, and require us to discontinue our relevant business or impose restrictions on the affected portion of our
business. Any of these actions by the PRC government may have a material and adverse effect on our results of operations.
Any deficiencies in China’s telecommunication and Internet infrastructure could impair the functioning of our technology system and the
operation of our business.
Our business depends on the performance and reliability of the telecommunication and Internet infrastructure in China. The
availability and reliability of our website, mobile applications, customer service hotline and technology systems depend on telecommunication
carriers and other third-party providers for digital data transmission and storage capacity, including bandwidth and server storage, among other
things. If we are unable to enter into and renew agreements with these providers on acceptable terms, or if any of our existing agreements with
such providers are terminated as a result of our breach or otherwise, our ability to provide our services to our customers could be adversely
affected. We have experienced service interruptions in the past due to service interruptions at the underlying external telecommunications
service providers, such as Internet data centers and broadband carriers. Frequent service interruptions could frustrate customers and discourage
them from using our services, which could cause us to lose customers and harm our operating results.
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We may not be able to maintain our corporate culture, which has been a key to our success.
Since our inception, our corporate culture has been defined by our mission, vision and values, and we believe that our culture has been
critical to our success. In particular, our corporate culture has helped us serve our customers, attract, retain and motivate employees and
network partners, and create value for our shareholders. We face a number of challenges that may affect our ability to maintain our corporate
culture, including:
● failure to identify and promote people to leadership positions in our organization who share our culture, values and mission;
● the increasing number and geographic diversity of our network partners;
● competitive pressure to move in directions that may divert us from our mission and values;
● the continued challenges resulting from a constantly evolving business environment;
● potential pressure from public markets to focus on short-term results instead of long-term value creation; and
● the increasing need to develop expertise in new areas of business that affect us.
If we are not able to maintain our corporate culture or if our culture fails to deliver the long-term results we expect to achieve, our
business, financial condition, results of operations and prospects may be materially and adversely affected.
Our business and results of operations may be materially and adversely affected if we are unable to provide high quality services to network
partners and our end customers.
The success of our business largely depends on our ability to maintain and further enhance our service quality. We provide our
network partners — our direct customers — with access to our line-haul transportation and sorting network. Together with our network
partners, we provide complete door-to-door express delivery services to our end customers, which consist mainly of e-commerce merchants
and other express delivery service users. If we or our network partners are unable to provide express delivery services in a timely, reliable, safe
and secure manner, our reputation and customer loyalty could be negatively affected. If our customer service personnel fail to satisfy individual
customer needs and respond effectively to customer complaints, we may lose potential or existing end customers and experience a decrease in
customer orders, which could have a material adverse effect on our business, financial condition and results of operations.
We face risks associated with the financial services we provide to network partners. We provide financial services to qualified network
partners. A qualified network partner shall meet certain criteria set by us, such as having a legal and stable income or source of income and
engaging in operation activities that are legal and meet the national industrial policies and requirements. Under PRC laws, an enterprise must
obtain business licenses with corresponding business scope and/or approvals or filings from relevant governmental authorities related to
operating and providing financial services, and our company is compliant with the relevant laws and regulations in the PRC in all material
aspects during the 2020, 2021 and 2022 with regard to the provision of such financial services. In connection with the financial services we
provide to qualified network partners, we have obtained requisite business licenses and/or approvals under relevant PRC laws and regulations
through various PRC subsidiaries. We entered into agreements with such qualified network partners and have committed and will continue to
commit our own capital, which has had, and may continue to have, a negative impact on our cash flow. However, we cannot assure you that the
consolidated affiliated entities have timely made all required filings with the relevant governmental authorities including to update or renew
their business licenses, approvals or filings, and the failure may subject us to a correction order or fines.
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The risk of payment defaults and other credit risks are inherent to our financial services business. We cannot assure you that our
monitoring of credit risk issues is or will be sufficient to result in lower delinquencies. Furthermore, our ability to manage the quality of these
loans and the associated credit risks will also impact the results of operations of our financial services business. A deterioration in the overall
quality of our loan portfolio and the increasing exposure to credit risks may occur due to a variety of reasons, including factors beyond our
control, such as a slowdown in the growth of the global or Chinese economy or a liquidity or credit crisis in the global or Chinese finance
sector, which may materially and adversely affect our businesses, operations or liquidity of our network partners, or their ability to repay or roll
over their debt. Any significant deterioration in the asset quality of our financial services business and significant increase in associated credit
risks may materially and adversely affect our business, financial condition and results of operations.
Customer demand is difficult to forecast accurately, and we may fail to make accurate planning and spending decisions to match actual
customer demand.
We make planning and spending decisions, including capacity expansion, procurement commitments, personnel hiring and other
resource requirements based on our estimates of customer demand. The parcel volume we generate from end customers can vary significantly
and unexpectedly, reducing our ability to accurately estimate future customer demand. In particular, we may potentially experience capacity
and resource shortages in fulfilling customer orders following special promotional events such as promotional campaigns on June 18,
November 11 and December 12 of each year or during other peak seasons throughout the year. Failure to meet customer demand in a timely
fashion or at all may adversely affect our financial condition and results of operations.
Our business depends on the continuing efforts of our management. If we lose their services, our business may be severely disrupted.
Our business operations depend on the continuing efforts of our management team, particularly members of our senior management
named in this annual report. If one or several members of our management team were unable or unwilling to continue their employment with
us, we may not be able to replace them in a timely manner, or at all. We may incur additional expenses to recruit and retain qualified
replacements. In addition, our management may join a competitor or form a competing company. We can provide no assurance that we will be
able to successfully enforce our contractual rights included in employment agreements with our management team, in particular in China,
where almost all of these individuals reside. As a result, our business may be negatively affected due to the loss of one or more members of our
management, and our financial condition and results of operations may be materially and adversely affected.
If we are unable to attract, train and retain qualified personnel, our business may be materially and adversely affected.
We intend to hire and retain additional qualified employees to support our business operations and planned expansion. Our future
success depends to a significant extent on our ability to attract, train and retain qualified personnel, particularly management and operational
personnel with expertise in the express delivery industry, the e-commerce industry or other areas we may choose to expand into. Our
experienced mid-level managers are instrumental in executing our business plans, implementing our business strategies and supporting our
business operations and growth, and we cannot assure you that we will be able to attract or retain these qualified personnel.
We have made, and may need to continue to make, substantial capital expenditures, and we will face risks that are inherent to such
investments.
In order to implement our strategies and expansion plan, we made significant capital expenditures on the acquisition of land use rights,
construction of facilities and upgrading of delivery infrastructure in connection with the growth of our business. We paid an aggregate of
approximately RMB9.2 billion, RMB9.3 billion and RMB7.4 billion (US$1,074.7 million) in 2020, 2021 and 2022, respectively, for the
purchases of property and equipment and purchases of land use rights.
To facilitate our future expansion, including the entry into new sectors such as less-than-truckload business, we may need to continue
to make substantial capital expenditures.
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Significant capital expenditures are associated with certain inherent risks. We may not have the resources to fund such investment.
Even if we have sufficient funding, assets that best suit our needs may not be available at reasonable prices or at all. For example, land
resources may be scarce in an area that best fits our network expansion plan due to local zoning plans or other regulatory controls. In addition,
we are likely to incur capital expenditures earlier than all of the anticipated benefits, and the return on these investments may be lower, or may
be realized more slowly, than we expected. In addition, the carrying value of the related assets may be subject to impairment, which may
adversely affect our financial condition and operating results.
Our results of operations are subject to seasonal fluctuations.
We experience seasonality in our business, mainly correlating to the seasonality patterns associated with e-commerce in China. For
example, our customers generally record fewer purchase orders during national holidays in China, particularly during the Chinese New Year
holiday season in the first quarter of each year. Furthermore, when e-commerce platforms hold special promotional campaigns, for example, on
June 18, November 11 and December 12 of each year, we typically observe peaks of parcel volume immediately following these campaigns.
Our financial condition and results of operations for future periods may continue to fluctuate. As a result, our results of operations and the
trading price of our Class A ordinary shares and/or ADSs may fluctuate from time to time due to seasonality.
Fluctuations in the price or availability of fuel and uncertainty in third-party transportation capacity may adversely affect our line-haul
transportation costs and operational results.
Fuel costs and transportation expenses incurred in relation to the use of third-party transportation services represent 9%, 13% and 17
% of our line-haul transportation costs in 2020, 2021 and 2022, respectively. The availability and price of fuel and third-party transportation
capacity are subject to political, economic, and market factors that are outside of our control. In 2022, we continued to increase the use of self-
owned and operated, cost-efficient high-capacity trucks to replace third-party outsourced trucks, to further enhance transportation efficiency. In
the event of a significant increase in fuel prices and third-party transportation service charges, our transportation expenses may rise, and our
gross profit may decrease if we are unable to adopt effective cost control-measures or pass on incremental costs to our customers. For example,
fuel price increase due to international factors, such as the Ukraine-Russia conflict, may adversely impact our gross profit margin. As a result,
our operating margin and the market price of our Class A ordinary shares and/or ADSs may be adversely affected.
We may not be able to obtain additional capital when desired, on favorable terms or at all.
We need to make continued investments in equipment, land, facilities and technological systems to remain competitive. Due to the
unpredictable nature of the capital markets and our industry, we cannot assure you that we will be able to raise additional capital on terms
favorable to us, or at all, if and when required, especially if we experience disappointing operating results. If adequate capital is not available to
us as required, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our infrastructure or
respond to competitive pressures could be significantly limited. If we cannot raise required capital when needed, we may be unable to meet the
demands of existing and prospective customers, which would adversely affect our business, financial condition and results of operations. If we
do raise additional funds through the issuance of equity or convertible debt securities, the ownership interests of our shareholders could be
significantly diluted. These newly issued securities may have rights, preferences or privileges senior to those of existing shareholders.
Our income from equity investments is generally case based and non-recurring in nature, which could affect our financial results.
In 2019, we had unrealized gain from investment in equity investee of RMB754.5 million, which resulted from an observable price
change in a follow-on offering by Cainiao Network in the fourth quarter of 2019. Gain on disposal of equity investees and unrealized gain from
investment in equity investee are on a case-by-case basis and are generally non-recurring in nature. There is no guarantee that we will realize
gains from our equity investments in the future, and there is no assurance that our investments will generate positive returns. Our financial
results would be adversely affected if we fail to generate income from our equity investments or incur loss from such investments.
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Our business and results of operations may be adversely affected if we are unable to integrate the businesses and assets we have acquired.
We may not be able to successfully integrate the businesses and assets we have acquired or to timely and effectively train and integrate
the employees of the acquired network partners into our operations. As a result, our business and results of operations may be adversely
affected.
A severe or prolonged downturn in the Chinese or global economy could materially and adversely affect our business and our financial
condition.
COVID-19 had a severe and prolonged negative impact on the Chinese and the global economy. Even before the outbreak of COVID-
19, the global macroeconomic environment faced numerous challenges. The growth rate of the Chinese economy has decreased since 2010.
There is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies which have been adopted by the
central banks and financial authorities of some of the world’s leading economies, including the United States and China, even before 2022.
Unrest, terrorist threats and the potential for war in the Middle East and elsewhere may increase market volatility across the globe. There have
also been concerns about the relationship between China and other countries, including the surrounding Asian countries, which may potentially
have negative economic effects. In particular, there is significant uncertainty about the future relationship between the United States and China
with respect to trade policies, treaties, government regulations and tariffs. Economic conditions in China are sensitive to global economic
conditions, as well as changes in domestic economic and political policies and the expected or perceived overall economic growth rate in
China. Any severe or prolonged slowdown in the global or Chinese economy may materially and adversely affect our business, results of
operations and financial condition. See “Item 3. Key Information(cid:0)D. Risk Factors(cid:0)Risks Related to Our Business and Industry(cid:0)We face risks
related to severe weather conditions and other natural disasters, health epidemics and other outbreaks, such as the outbreak of COVID-19,
which could significantly disrupt our operations and adversely affect our business, financial condition or results of operations.”
We have limited insurance coverage which could expose us to significant costs and business disruption.
We have limited insurance coverage. For example, we are not legally required to maintain insurance for parcel shipments. We do not
maintain business interruption insurance or general third-party liability insurance, nor do we maintain key-man life insurance. We cannot assure
you that our insurance coverage is sufficient to prevent us from any loss or that we will be able to successfully claim our losses under our
current insurance policies on a timely basis, or at all. If we incur any loss that is not covered by our insurance policies, or the compensated
amount is significantly less than our actual loss, our business, financial condition and results of operations could be materially and adversely
affected.
We rely on certain key operating metrics to evaluate the performance of our business, and real or perceived inaccuracies in such metrics
may harm our reputation and negatively affect our business.
We rely on certain key operating metrics, such as parcel volume and unit cost per parcel, to evaluate the performance of our business.
Our operating metrics may differ from estimates published by third parties or from similarly titled metrics used by our competitors due to
differences in methodology and assumptions. We calculate these operating metrics using internal company data that has not been independently
verified. For example, our parcel volume data is derived based on the number of parcels collected by our network partners using our waybills.
If we discover material inaccuracies in the operating metrics we use, or if they are perceived to be inaccurate, our reputation may be harmed,
and our evaluation methods and results may be impaired, which could negatively affect our business. If investors make investment decisions
based on operating metrics we disclose that are inaccurate, we may also face potential lawsuits or disputes.
Our business is also subject to complex and evolving laws and regulations regarding cybersecurity, privacy, data protection and information
security in China. Failure to protect confidential information of our end customers or consumers could damage our reputation and
substantially harm our business and results of operations.
We have access to a large amount of confidential information in our day-to-day operations. Each waybill contains the names,
addresses, phone numbers and other contact information of the sender and recipient of a parcel. The content of the parcel may also constitute or
reveal confidential information. The proper use and protection of confidential information is essential to maintaining customer trust in us and
our services.
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Our technology systems also process and store a significant amount of confidential information and data for the proper functioning of
our network. Security breaches and hacker attacks on our system might result in a compromise to the technology that we use to protect
confidential information. We may not be able to prevent third parties, especially hackers or other individuals or entities engaging in similar
activities, from illegally obtaining confidential information in our possession. Such individuals or entities may engage in various other illegal
activities using such information. Further, as parcels move through our network from pickup to delivery, a large number of personnel handle the
flow of parcels and have access to significant amounts of confidential information. Some of these personnel may misappropriate the
confidential information despite the security policies and measures we have implemented. In addition, most of the delivery and pickup
personnel are not our employees, which makes it more difficult for us to implement sufficient and effective control over them.
Practices regarding the collection, use, storage, transmission and security of personal information have recently come under increased
public scrutiny. On June 10, 2021, the Standing Committee of the National People’s Congress promulgated the PRC Data Security Law, or the
Data Security Law, which took effect on September 1, 2021. The Data Security Law, among other things, provides for a security review
procedure for the data activities that may affect national security. Furthermore, Measures for Cybersecurity Review, which was promulgated on
April 13, 2020 and became effective on June 1, 2020, or the 2020 Measures, set forth the cybersecurity review mechanism for critical
information infrastructure operators, and provided that critical information infrastructure operators who procure inter-net products and services
that affect or may affect national security shall be subject to a cybersecurity review. On December 28, 2021, the Measures for Cybersecurity
Review was promulgated, or the 2021 Measures, which took effect on February 15, 2022, and has replaced the 2020 Measures and further
restated and expanded the applicable scope of the cybersecurity review. Pursuant to the 2021 Measures, critical information infrastructure
operators that procure internet products and services, and network platform operators engaging in data processing activities, must be subject to
the cybersecurity review under the 2021 Measures if their activities affect or may affect national security. The 2021 Measures further stipulate
that the network platform operators holding over one million users’ personal information shall declare to the Cybersecurity Review Office for a
cybersecurity review before any public offering at a foreign stock exchange. On August 17, 2021, the State Council promulgated the
Regulations on the Security Protection of Critical Information Infrastructure, which became effective on September 1, 2021. Pursuant to the
Regulations on the Security Protection of Critical Information Infrastructure, critical information infrastructure shall mean any important
network facilities or information systems of the important industry or field such as public communication and information service, energy,
transportation, water conservancy, finance, public services, e-government affairs and national defense science, technology and industry, as well
as other important network facilities and information systems which, in case of destruction, loss of function or leak of data, may result in
serious damage to national security, the national economy and the people’s livelihood and public interests. In addition, relevant administration
departments of each critical industry and sector, or Protection Departments, shall be responsible to formulate eligibility criteria and determine
the critical information infrastructure operator in the respective industry or sector. The operators shall be informed about the final determination
as to whether they are categorized as critical information infrastructure operators. As of the date of this annual report, no detailed rules or
implementation has been issued by any Protection Departments. Furthermore, the exact scope of “critical information infrastructure operators”
under the current regulatory regime remains unclear, and the PRC governmental authorities may have wide discretion in the interpretation and
enforcement of these laws. Therefore, it is uncertain whether we would ultimately be deemed as a critical information infrastructure operator
under PRC law. It also remains uncertain whether the future regulatory changes would impose additional restrictions on companies like us. As
of the date of this annual report, we have not received any official letter or document issued by the competent governmental authorities
identifying us as a critical information infrastructure operator under the Regulations on the Security Protection of Critical Information
Infrastructure, we have not been involved in any investigations on cybersecurity review made by the CAC on such basis and we have not
received any inquiry, notice, warning, or sanctions in such respect. We may need to declare to the Cybersecurity Review Office for a
cybersecurity review and we may not be able to ascertain the results of such a declaration. If we are unable to comply with the cybersecurity,
data privacy and critical information infrastructure requirements in a timely manner, or at all, we may be subject to government enforcement
actions and investigations, fines, penalties, suspension of our non-compliant operations, or removal of our app from the relevant application
stores, among other sanctions, which could materially and adversely affect our business and results of operations.
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On July 7, 2022, the CAC promulgated the Measures on Security Assessment of Cross-border Data Transfer which became effective
on September 1, 2022. The Measures on Security Assessment of Cross-border Data Transfer shall apply to the security assessment of the
provision of important data and personal information collected and generated by data processors in the course of their operations within the
territory of the PRC by such data processors to overseas recipients. Pursuant to such measures, a data processor shall apply to the national
cyberspace administration for the security assessment of the outbound data transfer through the local provincial cyberspace administration, if it
intends to provide data abroad under any of the following circumstances: (i) the data processor provides important data abroad; (ii) the critical
information infrastructure operator or the data processor that has processed the personal information of over one million people provides
personal information abroad; (iii) the data processor that has provided the personal information of over 100,000 people or the sensitive personal
information of over 10,000 people cumulatively since January 1 of the previous year provides personal information abroad; (iv) any other
circumstance where an application for the security assessment of outbound data transfer is required by the national cyberspace administration.
If we are required for the security assessment of outbound data transfer, we face uncertainties as to whether such assessment or any other
specific related actions can be timely completed, or at all. If we fail to comply with such requirements may subject us to, among others,
suspension of services, fines, revoking relevant business permits or business licenses.
Apps are specially regulated by the Administrative Provisions on Mobile Internet Applications Information Services (Revised in
2022), or the APP Provisions, promulgated by the CAC, last amended on June 14, 2022 and became effective on August 1, 2022. The APP
Provisions set forth the relevant requirements on the app information service and the app distribution service. The CAC and its local branches
shall be responsible for the supervision and administration of nationwide and local app information content respectively. We are currently in
compliance with the APP Provisions in all material aspects and we may still have to invest certain cost to ensure our app operation continuous
compliance with the regulatory requirements.
In August 2021, the Standing Committee of the NPC promulgated the PRC Personal Information Protection Law, which integrates the
scattered rules with respect to personal information rights and privacy protection and took effect on November 1, 2021. We update our privacy
policies from time to time to meet the latest regulatory requirements of PRC government authorities and adopt technical measures to protect
data and ensure cybersecurity in a systematic way. Nonetheless, the PRC Personal Information Protection Law elevates the protection
requirements for personal information processing, and many specific requirements of this law remain to be clarified by the CAC, other
regulatory authorities, and courts in practice. We may be required to make further adjustments to our business practices to comply with the
personal information protection laws and regulations.
On February 17, 2023, the CSRC promulgated the Overseas Listing Trial Measures, which became effective on March 31, 2023.
Pursuant to the Overseas Listing Trial Measures, overseas offering and listing by domestic companies shall strictly abide by relevant laws,
administrative regulations and state rules concerning national security in the areas of foreign investment, cybersecurity, data security and etc.,
and duly fulfill their obligations to protect national security. If the intended overseas offering and listing necessitates national security review
(e.g., cybersecurity review), relevant national security review procedures shall be completed before the application for such offering and listing
is submitted to competent overseas regulators and foreign stock exchanges. If we are not able to comply with the requirements under relevant
laws, administrative regulations and rules concerning national security in spheres of foreign investment, cybersecurity, data security and other
aspects in a timely manner, or at all, our future capital raising activities may be materially and adversely affected.
In general, compliance with the existing PRC laws and regulations, as well as additional laws and regulations that PRC regulatory
bodies may enact in the future, related to data security and personal information protection, may be costly and result in additional expenses to
us, and subject us to negative publicity, which could harm our reputation and business operations. There are also uncertainties with respect to
how such laws and regulations will be implemented and interpreted in practice.
Any failure or perceived failure by us to prevent information security breaches or to comply with privacy policies or privacy-related
legal obligations could cause our customers to lose trust in us and our services. Any perception that the privacy of information is unsafe or
vulnerable when using our services, could damage our reputation and substantially harm our business.
We may fail to successfully enter necessary or desirable strategic alliances or make acquisitions or investments, and we may not be able to
achieve the anticipated benefits from these alliances, acquisitions or investments we make.
We may selectively pursue strategic alliances and potential strategic acquisitions that are complementary to our business and
operations, including opportunities that can help us further expand our service offering and improve our technology systems.
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Strategic alliances with third parties could subject us to a number of risks, including risks associated with sharing proprietary
information, non-performance or default by counterparties, and increased expenses in establishing these new alliances, any of which may
materially and adversely affect our business. We may have limited ability to control or monitor the actions of our strategic partners. To the
extent a strategic partner suffers any negative publicity as a result of its business operations, our reputation may be negatively affected by virtue
of our association with such party.
To consolidate and optimize our delivery capacity in key geographic areas in China, we conducted certain asset and equity
acquisitions from 2014 to 2016. In 2017, we acquired the core business of China Oriental Express Co., Ltd. and its subsidiaries. In June 2018,
we made a strategic investment of approximately US$168 million to acquire approximately 15% of equity stake in Cainiao Post, Cainiao
Network’s network of last-mile delivery stations. We have recorded goodwill as a result of certain acquisitions. If these companies do not
subsequently generate the anticipated financial performance or if any goodwill impairment test triggering event occurs, we may need to revalue
or write down the value of goodwill and other intangible assets in connection with such acquisitions, which would harm our results of
operations. No impairment charge for the goodwill was recognized for the years ended December 31, 2020, 2021 and 2022. Furthermore, we
continually review our equity method investments in equity investees to determine whether a decline in fair value below the carrying value is
“other-than-temporary” and impairment loss needs to be recognized. The primary factors that we consider include the duration and severity of
the decline in fair value, the financial condition, operating performance and the prospects of the equity investee and other company specific
information such as recent rounds of financing. If the condition or performance of the equity investees has changed in the future, we may have
to record additional impairment charges in future accounting periods. If we need to recognize significant impairment losses on equity
investments, our results of operations will be materially and adversely affected.
In addition, we may consider strategically acquiring other companies, businesses, assets or technologies that are complementary to our
business and operations as part of our growth strategy. The strategic acquisition and subsequent integration of new businesses is likely to
require significant managerial and financial resources and could result in a diversion of resources from our existing business, which in turn
could have an adverse effect on our growth and business operations. Acquired businesses or assets may not generate the financial results we
expect and may be loss making over time. The cost and duration of integrating newly acquired businesses could also materially exceed our
expectations. Any such negative developments could have a material adverse effect on our business, financial condition and results of
operations.
If we cannot obtain sufficient cash when we need it, we may not be able to meet our payment obligations under our notes.
In August 2022, we have issued US$1 billion in aggregate principal amount of convertible senior notes due 2027 (the “2027 Notes”).
The 2027 Notes bear interest at a rate of 1.50% per year, payable semiannually in arrears on March 1 and September 1 of each year, beginning
on March 1, 2023. The 2027 Notes will mature on September 1, 2027, unless earlier redeemed, repurchased or converted in accordance with
their terms prior to such date. The holders may require us to repurchase for cash all or part of 2027 Notes on September 2, 2025, or upon a
fundamental change, at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid
interest. In connection with the offering of the 2027 Notes, we have entered into capped call transactions with certain counterparties. The cap
price of the capped call transactions is initially US$36.48 per ADS and is subject to adjustment under the terms of the capped call transactions.
We may not have sufficient funds to pay the interest or fulfill other obligations under these notes.
We derive most of our revenues from, and hold most of our assets through, our subsidiaries. As a result, we may rely in part upon
distributions and advances from our subsidiaries in order to help us meet our payment obligations under the notes and our other obligations.
Our subsidiaries are distinct legal entities and do not have any obligation, legal or otherwise, to provide us with distributions or advances. We
may face tax or other adverse consequences, or legal limitations, on our ability to obtain funds from these entities. In addition, our ability to
obtain external financing in the future is subject to a variety of uncertainties, including:
● our financial condition, results of operations and cash flows;
● general market conditions for financing activities by internet companies; and
● economic, political and other conditions in the PRC and elsewhere.
If we are unable to obtain funding in a timely manner or on commercially acceptable terms, we may not be able to meet our payment
obligations under our notes. If we fail to pay interest on the notes, we will be in default under the indenture governing the notes, which in turn
may constitute a default under existing and future agreements governing our indebtedness.
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Our business is subject to the risks associated with international expansion initiatives.
Our current operations are almost exclusively in China, but we also offer express delivery services in certain key overseas markets. We
intend to continue to explore and enter into other international expansion initiatives in the future. These initiatives are likely to involve
countries where we have limited operational experience and subject us to various risks, including changes in local economic and political
conditions, changes in international laws and regulations, changes in tariffs, trade restrictions, trade agreements and taxation, and difficulties in
managing or overseeing operations outside China. The occurrence or consequences of any of these risks may restrict our ability to operate in
the affected country and/or decrease our profitability of our operations in that country. We will also be exposed to increased risk of loss from
foreign currency fluctuations and exchange controls, as well as longer accounts receivable payment cycles. We may also fail to alter or adjust
our business practices in time to avoid or reduce adverse effects from any of the foregoing risks.
We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive
position.
We regard our trademarks, domain names, trade secrets, proprietary technologies and other intellectual property as critical to our
business. We rely on a combination of intellectual property laws and contractual arrangements to protect our proprietary rights. It is often
difficult to register, maintain and enforce intellectual property rights in China. Statutory laws and regulations are subject to judicial
interpretation and enforcement and may not be applied consistently due to a lack of clear guidance on statutory interpretation. Confidentiality
agreements and license agreements may be breached by counterparties, and there may not be adequate remedies available to us for any such
breach. Accordingly, we may not be able to effectively protect our intellectual property rights or to enforce our contractual rights in China.
Policing any unauthorized use of our intellectual property is difficult and costly and the steps we have taken may be inadequate to prevent the
misappropriation of our intellectual property. In the event that we resort to litigation to enforce our intellectual property rights, such litigation
could result in substantial costs and a diversion of our managerial and financial resources. We cannot provide any assurance that we will prevail
in such litigation. In addition, our trade secrets may be leaked or otherwise become available to, or be independently discovered by, our
competitors. Any failure in protecting or enforcing our intellectual property rights could have a material adverse effect on our business,
financial condition and results of operations.
Our business and reputation may be harmed by unethical or anticompetitive business conduct within or in connection with our network.
There has been and may continue to be unethical or anticompetitive conduct, misconduct or unlawful behavior by our employees
within, or in connection with, our network, such as with respect to the procurement of resources and the pricing of delivery service charges.
The existing protocols and disciplinary measures governing the business conduct of our employees and our customers may not be sufficient to
prevent them or their personnel from acting unethically or anticompetitively. Such conduct may include the mishandling of funds or accepting
unlawful kick-backs during our raw material or equipment procurement. We are also aware of certain e-commerce merchants placing fabricated
orders, such as parcels with valueless content, to themselves or to their designated parties with the intent to generate inflated sales records and
consumer reviews and create perceived popularity among online consumers. These fabricated orders do not directly impact our revenues as our
network partners are generally able to collect service charges from these merchants. It is extremely difficult for us and our network partners to
distinguish these orders from genuine orders through the ordinary parcel screening procedures. We may be subject to heightened compliance
costs or loss of business due to reduced e-commerce business volume if the PRC government cracks down on these unethical practices. We also
have little control over third parties involved in unethical or anticompetitive business conduct targeted at or in connection with our network,
such as non-compliance with laws, third-party sabotage or allegations intended to harm us or our network partners. We may incur substantial
monetary losses and our reputation may suffer as a result to such conduct. We may also incur significant liabilities and penalties arising from
such unethical conduct and may be required to allocate significant resources and incur material expenses to prevent such unethical or
anticompetitive conduct in the future.
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We are regularly subject to claims, lawsuits and other proceedings that may adversely affect our reputation, business and results of
operations.
We are regularly subject to claims, lawsuits, arbitration proceedings, government investigations and other legal and regulatory
proceedings in the ordinary course of business, including those involving personal injury, property damage, labor and employment, commercial
disputes, user complaints, intellectual property disputes, compliance with regulatory requirements and other matters. We may become subject to
additional types of claims, lawsuits, government investigations and legal or regulatory proceedings as our business grows and as we deploy
new business offerings. We are also regularly subject to claims, lawsuits, arbitration proceedings, government investigations and other legal
and regulatory proceedings seeking to hold us liable for the actions of retailers, merchants and riders on our platforms. The results of any such
claims, lawsuits, arbitration proceedings, government investigations or other legal or regulatory proceedings cannot be predicted with certainty.
Any claims against us, whether meritorious or not, could be time-consuming, result in costly litigation, be harmful to our reputation, require
significant management attention and divert significant resources. It is possible that the resolution of one or more such proceedings could result
in substantial damages, settlement costs, fines and penalties that could adversely affect our reputation and brand, business, financial condition
and results of operations. In addition, the resolution or settlement of any legal proceeding that involve our industry, whether we are a party to
such legal proceeding or not, could also harm our business, financial condition and results of operations.
Claims, lawsuits and other regulatory actions under competition laws may subject us to penalties, constraints on our business and damage
to our reputation.
The PRC government strengthened enforcement against monopoly agreements, concentration of undertakings, abuse of dominant
market position and other anti-competitive activities in recent years. We may incur significant expenses and devote significant resources and
efforts toward ensuring compliance with the existing and new laws, regulations, rules and other regulatory requirements that may be enforced
from time to time. If we fail to comply with the relevant competition laws, regulations, rules and other regulatory requirements, we may also be
subject to investigations, penalties, sanctions, claims, lawsuits and other legal and regulatory proceedings, which could materially and
adversely affect our business, operations, reputation, brand, the trading prices of our ADSs, Shares and/or other securities.
Techniques employed by short sellers may drive down the market price of our listed securities.
Short selling is the practice of selling securities that a seller does not own but rather has borrowed from a third party with the intention
of buying identical securities back at a later date to return to the lender. Short sellers hope to profit from a decline in the value of the securities
between the sale of the borrowed securities and the purchase of the replacement shares, as short sellers expect to pay less in that purchase than
they received in the sale. As it is in short sellers’ interest for the price of the security to decline, many short sellers publish, or arrange for the
publication of, negative opinions and allegations regarding the relevant issuer and its business prospects in order to create negative market
momentum and generate profits for themselves after selling a security short. These short attacks have, in the past, led to selling of shares in the
market.
Public companies listed in the United States that have substantially all of their operations in China have been the subject of short
selling. Such short selling was often driven by short seller reports, which often were based on allegations including inadequacies in internal
control and/or corporate governance or a lack of adherence thereto and accounting irregularities and mistakes. As a result, many of these
companies are now conducting internal and external investigations into the allegations and, in the interim, are subject to shareholder lawsuits
and/or SEC enforcement actions.
We have been, and continue to be, the subject of unfavorable allegations made by short sellers. In March 2023, Grizzly Research LLC
published two short seller reports against us. Any such allegations may be followed by periods of instability in the market price of our ADSs
and negative publicity. Regardless of whether such allegations are proven to be true or untrue, we may have to expend a significant amount of
resources to investigate such allegations and/or defend ourselves, including in connection with class actions or regulatory enforcement actions
derivative of such allegations. While we would strongly defend against any such short seller attacks, we may be constrained in the manner in
which we can proceed against the relevant short sellers by principles of freedom of speech, applicable state law or issues of commercial
confidentiality. Such a situation could be costly and time-consuming, and could divert management’s attention from the day-to-day operations
of our company. Even if such allegations are ultimately proven to be groundless, allegations against us could negatively impact the market
price of our securities and our business operations.
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The title defects with respect to or encumbrances on certain land and buildings or failure to obtain requisite approvals, licenses or permits
in carrying out our property construction may cause interruptions to our business operations.
As of March 31, 2023, we have not obtained land use rights certificates with respect to an aggregate gross land area of approximately
139,000 square meters of self-operated sorting hubs and property ownership certificates with respect to an aggregate gross floor area of
approximately 1,950,000 square meters of buildings. We are in the process of applying for the registration of the land use right and property
ownership certificates pursuant to the applicable contracts for assignment of state-owned construction land use right, but we are unable to
estimate the time required to complete such registration and obtain such certificates. We have also used some new buildings before we finish
filing of as-built inspection on such buildings. Furthermore, although it is customary for express delivery services providers to construct
buildings on industrial land as their offices, delivery and sorting hubs or outlets, depending on the attitude and supervision of relevant
government authority, we could be asked to use the building in line with the approved usage specified on certain licenses of such buildings.
In connection with the construction of structures on our property, we are required to obtain requisite licenses, permits, certificates and
approvals, including but not limited to, land use rights certificates/real estate certificates, construction land planning permits, construction
works planning permits, construction work commencement permits and completion certificates from relevant government authorities in China.
If we fail to obtain or renew such certificates, permits, registrations, filings, approvals and licenses in a timely manner, we may be subject to
penalties and sanctions, including fines, rectification orders, construction suspension orders and demolition orders, all of which may adversely
affect our construction efforts. We have not been in full compliance with certain construction and land use requirements under PRC laws and
regulations. For example, we have commenced certain construction projects prior to obtaining requisite permits and put completed buildings
into use before passing the requisite inspection and acceptance tests. Our non-compliance with these requirements has resulted in penalties
imposed by the relevant government authorities.
Any of the foregoing risks could result in significant disruption to our operations and result in additional costs, which could adversely
affect our business, financial condition and results of operations.
Our use of certain leased properties could be challenged by third parties or governmental authorities, which may cause interruptions to our
business operations.
As of March 31, 2023, for a small portion of our leased sorting hubs and offices, we have not been provided by the lessors with the
applicable certificates, approvals or any other documentation proving their right to lease those properties to us. If our lessors are not the owners
of the properties and they have not obtained consents from the owners or their lessors or permits from the relevant governmental authorities,
our leases could be invalidated. If this occurs, we may have to renegotiate the leases with the owners or other parties who have the right to lease
the properties, and the terms of the new leases may be less favorable to us. To our knowledge, some of the lessors of the leased delivery and
pickup outlets have not provided our network partners with their property title certificates, approvals or other documentation proving their right
to lease those properties. If our network partners were to find replacement premises for their outlets due to any lease deficiencies, the daily
operations of such outlets may be negatively affected. In addition, a substantial portion of our leasehold interests in leased properties have not
been registered with the relevant PRC governmental authorities as required by relevant PRC laws. The failure to register leasehold interests
may expose us to potential fines.
Furthermore, some of our leased properties do not have title certificates or approvals and, the owner or lessor of such property may not
have the right to lease such property to us. For example, certain properties we lease in Beijing for our sorting hub and office do not have a title
certificate due to lack of appropriate approval during its construction, and the owner of such property had received notice from government
authorities indicating that the construction was illegal. Although relevant authorities have not mandated the owner to dismantle the property,
our use of the leased property may be affected in the future. In the event that our use of properties is successfully challenged, we may be
subject to fines and forced to relocate. In addition, we may become involved in disputes with the property owners or third parties who
otherwise have rights to or interests in our leased properties. We are currently using our best efforts to find an alternative location in Beijing,
including purchasing a new piece of land, to mitigate the risk arising from such title deficiency. However, we can provide no assurance that we
will be able to find suitable replacement sites on terms acceptable to us on a timely basis, or at all, or that we will not be subject to material
liability resulting from third parties’ challenges on our use of such properties. As a result, our business, financial condition and results of
operations may be materially and adversely affected.
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Failure to renew our current leases or locate desirable alternatives for our facilities could materially and adversely affect our business.
We lease properties to operate some of our offices and sorting hubs and some of our network partners lease properties to operate their
pickup and delivery outlets. We and our network partners may not be able to successfully extend or renew such leases upon expiration, on
commercially reasonable terms or at all, and may be forced to relocate the affected operations. Such relocation may disrupt our operations and
result in significant relocation expenses, which could adversely affect our business, financial condition and results of operations. We may not
be able to locate desirable alternative sites for our facilities as our business continues to grow and failure in relocating our operations when
required could adversely affect our business and operations. In addition, we compete with other businesses for premises at certain locations or
of desirable sizes. Even if we or our network partners are able to extend or renew the respective leases, rental payments may significantly
increase as a result of the high demand for the leased properties.
Our failure to comply with regulations on commercial franchising may result in penalties to us.
Pursuant to the Administrative Regulations on Commercial Franchising Operations promulgated by the State Council on February 6,
2007, which took effect on May 1, 2007, and Administrative Measures on the Record Filing of Commercial Franchises issued by the PRC
Ministry of Commerce, or the MOFCOM on December 12, 2011, which took effect on February 1, 2012, collectively the Regulations and
Provisions on Commercial Franchising, commercial franchising refers to the business activities where an enterprise that possesses the
registered trademarks, enterprise logos, patents, proprietary technology or any other business resources allows such business resources to be
used by another business operator through contract and the franchisee follows the uniform business model to conduct business operation and
pay franchising fees according to the contract. We and our network partners are therefore subject to regulations on commercial franchising.
Under the relevant regulations, we may be required to file our cooperation arrangements with network partners with the MOFCOM or its local
counterparts. As of March 31, 2023, we have not received any order from any governmental authorities to make such filing.
If relevant authorities determine that we have failed to report franchising activities in accordance with the regulations, we may be
subject to report within a specified time limit and fines ranging from RMB 10,000 to RMB50,000 and if we fail to comply within the
rectification period determined by the competent governmental authority, we may be subject to an additional fine ranging from RMB50,000 to
RMB 100,000 and the relevant authority may issue a public reprimand.
We are uncertain about the recoverability of our input value-added tax, which may affect our financial positions in the future.
As of December 31, 2020, 2021 and 2022, our input value-added tax, or VAT, amounted to RMB1,698.5 million, RMB2,290.9 million
and RMB2,296.2 million (US$332.9 million), respectively. Input VAT can be deducted from output VAT payable. The VAT recoverable is
mainly the net difference between output and input VAT. We did not encounter any disputes with the relevant taxation authorities on the
amounts of VAT recoverable during 2020, 2021 and 2022. However, we cannot guarantee the recoverability of input VAT in the future because
the rules, regulations and policies governing VAT may change in the future, which may have an impact on VAT recoverable. If we fail to
recover our input VAT, our financial positions would be adversely affected.
According to relevant PRC laws and regulations, tax authorities shall order to rectify loss of invoices or unauthorized destruction of
invoices and may impose a fine of no more than RMB 10,000; if the circumstances are serious, a fine ranging from RMB 10,000 to RMB
30,000 shall be imposed; any illegal income shall be confiscated. We may be required to rectify and pay fines if the aforementioned
circumstances occur.
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Economic sanctions and anti-corruption laws imposed by the United States and other jurisdictions may expose us to potential compliance
risks and any actual or alleged illegal or corrupt activities could damage our reputation, and materially and adversely affect our business,
financial condition, and results of operations.
Sanctions laws prohibit us from doing business in or with certain countries or governments, and with certain persons or entities that
have been sanctioned by the United States or other governments and international or regional organizations, such as the United Nations
Security Council. Although our primary market is China, we intend to expand our international business in the future, which may increase our
exposure to international sanctions. For example, we have limited control over the activities of our international business partners and
investees, which may provide delivery services into jurisdictions that are subject to sanctions. Any U.S. affiliate and any U.S. person
employees will be subject to compliance with all U.S. economic sanctions requirements. We have implemented internal controls to monitor our
compliance with applicable economic sanctions, but there can be no assurance that we are able to prevent or detect inadvertent business
dealings with sanctioned parties or the delivery of parcels to higher-risk or prohibited end-uses. We also cannot predict with certainty the
interpretation or implementation of any sanction laws or policies. While we do not believe that we are in violation of any applicable sanctions
or that any of our activities are currently sanctionable under applicable laws, some of our activities or the activities of our affiliates could be
exposed to penalties under these laws. Any alleged sanctions violations may adversely affect our reputation, business, results of operations and
financial condition.
In addition, we and our employees are subject to anti-corruption laws in China and globally, including the Foreign Corrupt Practices
Act. Our operations in China subject us to risks of unauthorized payments or offers of payments by our directors, officers, employees,
consultants, agents or other business partners of our company and its affiliates. While we have designed and adopted policies and procedures to
ensure compliance by us and our directors, officers, employees, consultants, agents and business partners with applicable anti-corruption laws
and regulations, there can be no assurance that these policies will be followed at all times, and they may not effectively detect and prevent all
illegal, fraudulent, corrupt or collusive activity or misconduct by our directors, officers, employees, consultants, agents or business partners.
Any actual or alleged illegal, fraudulent, corrupt or collusive activity or misconduct by us or our directors, officers, employees consultants,
agents or business partners, whether related to our business activities or not, could subject us to adverse media coverage, regulatory inquiries,
investigations and potential administrative, civil and criminal sanctions and other negative collateral consequences, all of which may adversely
affect our reputation and materially and adversely affect our business, financial condition and results of operations. We may also be held liable
under successor liability for violations committed by companies in which we invest or that we acquire.
We face risks related to severe weather conditions and other natural disasters, health epidemics and other outbreaks, such as the outbreak
of COVID-19, which could significantly disrupt our operations and adversely affect our business, financial condition or results of
operations.
Our business could be adversely affected by severe weather conditions and natural disasters, such as snowstorms, earthquakes, fire,
typhoons or floods, or the outbreak of avian influenza, severe acute respiratory syndrome, influenza A (H1N1), H7N9 or another epidemic.
Any of these occurrences could cause severe disruptions to our daily operations and may warrant a temporary closure of our facilities. Such
closures may disrupt our business operations and adversely affect our results of operations. Our operation could also be disrupted if our
suppliers, customers or business partners were affected by such natural disasters or health epidemics. The outbreak of the COVID- 19 epidemic
in China and internationally has resulted in significant disruptions and distortions in the global economy. Beginning in 2020, outbreaks of
COVID-19 resulted in the temporary closure of many corporate offices, retail stores and manufacturing facilities across China. Normal
economic life throughout China was sharply curtailed. We took a series of measures to protect our employees, including temporary closure of
our branch offices, sorting hubs and service outlets and strict implementation of self-quarantine and disinfection measures at our headquarters,
sorting hubs and service outlets in accordance with government issued protocols. The operations of our suppliers were also impacted. We also
experienced a temporary labor shortage in January and February 2020 which caused delays in our delivery services. The population in most of
the major cities was locked down to a greater or lesser extent at various times and opportunities for discretionary consumption were extremely
limited. These events have materially and adversely affected business since 2020 and contributed to decreases in revenue as a result of
incentive pricing offered to our network partners to cope with the COVID-19 pandemic and fluctuations consumer demand for freight
forwarding services in relation to cross-border e-commerce. Our headquarters, dozens of our sorting hubs and thousands of service outlets
across the country also suspended operations from time to time in 2022 due to COVID-19 resurgences caused by the Omicron variants since
early March 2022, resulting in delays and stoppages of express delivery and a lower-than-expected parcel volume in 2022.
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China began to modify its zero-COVID policy at the end of 2022, and most of the travel restrictions and quarantine requirements were
lifted in December 2022. There were surges of cases in many cities during this time which caused disruption to our operations, and there
remains uncertainty as to the future impact of the virus, especially in light of this change in policy. The extent to which the pandemic impacts
our results of operations going forward will depend on future developments, which are highly uncertain and unpredictable, including the
frequency, duration and extent of outbreaks of COVID-19, the appearance of new variants with different characteristics, the effectiveness of
efforts to contain or treat cases and future actions that may be taken in response to these developments. China may experience lower domestic
consumption, higher unemployment, severe disruptions to exporting of goods to other countries and greater economic uncertainty, which may
impact our business in a materially negative way as the logistics services industry is dependent on the volume of domestic consumption and the
availability of a stable labor force. Consequently, the COVID-19 pandemic may continue to materially and adversely affect our business,
financial condition and results of operations in the current and future years.
RISKS RELATED TO OUR CORPORATE STRUCTURE
If the PRC government finds that the agreements that establish the structure for operating certain of our operations in China do not comply
with PRC regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the
future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.
Under current PRC laws and regulations, foreign enterprises or individuals may not invest in or operate domestic mail delivery
services. According to the Negative List, foreign investment is prohibited in the establishment of any postal enterprise and in the establishment
of any domestic mail delivery services. Postal enterprises refer to the China Post Group and its wholly owned enterprises or controlled
enterprises providing postal services, as well as other services including but not limited to mail delivery, postal remittances, savings and
issuance of stamps and production and sale of philatelic products.
We are a Cayman Islands company and our PRC subsidiaries are considered foreign-invested enterprises. Accordingly, none of our
PRC subsidiaries is eligible to operate domestic mail delivery services in China. It is also practically and economically not possible to separate
the delivery of mail from the delivery of non-mail items in our day-to-day services. To ensure strict compliance with the PRC laws and
regulations, we conduct such business activities through ZTO Express, the consolidated affiliated entity, and its subsidiaries. Shanghai
Zhongtongji Network, our wholly owned subsidiary in China, has entered into a series of contractual arrangements with ZTO Express and its
43 shareholders, which allows us to (i) direct the activities of ZTO Express, (ii) receive substantially all of the economic benefits of ZTO
Express, and (iii) have an exclusive option to purchase all or part of the equity interests and assets in ZTO Express when and to the extent
permitted by PRC law. Because of these contractual arrangements, we have the ability to direct the activities of and are the primary beneficiary
of ZTO Express and hence consolidate its financial results as the VIE under U.S. GAAP.
ZTO is a Cayman Islands holding company with no equity ownership in ZTO Express. We conduct our operations in China primarily
through our PRC subsidiaries and ZTO Express with which we have maintained contractual arrangements. Investors in our Class A ordinary
shares or the ADSs thus are not purchasing equity interest in ZTO Express in China but instead are purchasing equity interest in a Cayman
Islands holding company. If the PRC government deems that our contractual arrangements with ZTO Express do not comply with PRC
regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change
or are interpreted differently in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.
We may not be able to repay our indebtedness, and our shares may decline in value or become worthless, if we are unable to assert our
contractual control rights over the assets of ZTO Express which contribute to 90.4% of our revenues in 2022. Our holding company in the
Cayman Islands, ZTO Express and investors of ZTO face uncertainty about potential future actions by the PRC government that could affect
the enforceability of the contractual arrangements with ZTO Express and, consequently, significantly affect the financial performance of ZTO
Express and our company as a group.
If the PRC government finds that our contractual arrangements do not comply with its restrictions on foreign investment in domestic
express delivery services of mail, or if the PRC government otherwise finds that we, ZTO Express, or any of its subsidiaries are in violation of
PRC laws or regulations or lack the necessary permits or licenses to operate our business, the relevant PRC regulatory authorities, would have
broad discretion in dealing with such violations or failures, including, without limitation:
● revoking the business licenses and/or operating licenses of such entities;
● discontinuing or placing restrictions or onerous conditions on our operation through any transactions between our PRC
subsidiaries and the consolidated affiliated entities;
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● imposing fines, confiscating the income from our PRC subsidiaries or the consolidated affiliated entities, or imposing other
requirements with which such entities may not be able to comply;
● requiring us to restructure our ownership structure or operations, including terminating the contractual arrangements with the VIE
and deregistering the equity pledges of the VIE, which in turn would affect our ability to consolidate, derive economic interests
from, or direct the activities of the VIE;
● restricting or prohibiting our use of the proceeds of any of our financing outside China to fund our business and operations in
China; or
● restricting or prohibiting our future capital raising activities by the CSRC.
Any of these actions could cause significant disruption to our business operations and severely damage our reputation, which in turn
could materially and adversely affect our business, financial condition and results of operations. If any of these occurrences results in our
inability to direct the activities of the VIE that most significantly impact its economic performance, and/or our failure to receive the economic
benefits from the VIE, we may not be able to consolidate the entity in our consolidated financial statements in accordance with U.S. GAAP.
We rely on contractual arrangements with the VIE and its shareholders for a substantial portion of our business operations, which may not
be as effective as direct ownership in providing us with the ability to direct the operational activities.
We have relied and expect to continue to rely on contractual arrangements with ZTO Express and its shareholders to operate domestic
express delivery services, including delivery of mail. For a description of these contractual arrangements, see “Item 4. Information on the
Company—C. Organizational Structure.” These contractual arrangements may not be as effective as direct ownership in providing us with the
ability to direct the activities of the VIE. For example, the VIE and its shareholders could breach their contractual arrangements with us by,
among other things, failing to conduct its operations in an acceptable manner or taking other actions that are detrimental to our interests.
If we had direct ownership of ZTO Express, we would be able to exercise our rights as a shareholder to effect changes in the board of
directors of ZTO Express, which in turn could implement changes, subject to any applicable fiduciary obligations, at the management and
operational level. However, under the current contractual arrangements, we rely on the VIE and its shareholders to perform of their obligations
under the contracts to exercise our ability to direct the activities of the VIE. The shareholders of the VIE may not act in the best interests of our
company or may not perform their obligations under these contracts. Such risks exist throughout the period in which we intend to operate
certain portion of our business through the contractual arrangements with the VIE. If any dispute relating to these contracts remains unresolved,
we will have to enforce our rights under these contracts through the operations of PRC law and arbitration, litigation and other legal
proceedings and therefore may be subject to the uncertainties in the PRC legal system. Therefore, our contractual arrangements with the VIE
may not be as effective in ensuring our ability to direct the activities of the relevant portion of our business operations as compared to if we had
direct ownership over the VIE.
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Any failure by the VIE or its shareholders to perform their obligations under our contractual arrangements with them would have a
material and adverse effect on our business.
If the VIE or its shareholders fail to perform their respective obligations under the contractual arrangements, we may incur substantial
costs and expend additional resources to enforce such arrangements. We may also have to rely on legal remedies under PRC law, including
seeking specific performance or injunctive relief, and claiming damages, which we cannot assure you will be effective under PRC law. For
example, if the shareholders of ZTO Express refuse to transfer their equity interest in ZTO Express to us or our designee if we exercise the
purchase option pursuant to these contractual arrangements, or if they otherwise act in bad faith toward us, then we may have to take legal
actions to compel them to perform their contractual obligations. Due to the significant number of shareholders in ZTO Express, we may not be
able to obtain consent and cooperation from all the shareholders in further actions with respect to ZTO Express, such as the transferring the
shareholders’ respective equity interests in ZTO Express to our designee. In addition, if any third parties claim any interest in such
shareholders’ equity interests in ZTO Express, our ability to exercise shareholders’ rights or foreclose the share pledge according to the
contractual arrangements may be impaired. For example, even though we have obtained spousal consents from spouses of our six key
shareholders of ZTO Express, who collectively hold 73.8% of the equity interests in ZTO Express, we have not required spousal consents to be
entered into by the rest of the shareholders of the VIE. With respect to those shareholders, we cannot assure you that our WFOE will be able to
exercise or enforce its rights in full under our contractual arrangements in the event of a dispute between the shareholder and his or her spouse.
If these or other disputes between the shareholders of the VIE and third parties were to impair our ability to direct the activities of ZTO
Express, our ability to consolidate the financial results of the VIE would be affected, which would in turn result in a material adverse effect on
our business, operations and financial condition. All the agreements under our contractual arrangements are governed by PRC law and provide
for the resolution of disputes through arbitration in China. Accordingly, these contracts would be interpreted in accordance with PRC law and
any disputes would be resolved in accordance with PRC legal procedures. The legal system in the PRC is not as developed as in some other
jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual
arrangements. Meanwhile, there are very few precedents and little formal guidance as to how contractual arrangements in the context of a
variable interest entity should be interpreted or enforced under PRC law. There remain significant uncertainties regarding the ultimate outcome
of such arbitration should legal action become necessary. In addition, under PRC law, rulings by arbitrators are final, parties cannot appeal the
arbitration results in courts, and if the losing parties fail to carry out the arbitration awards within a prescribed time limit, the prevailing parties
may only enforce the arbitration awards in PRC courts through arbitration award recognition proceedings, which would require additional
expenses and delay. In the event we are unable to enforce these contractual arrangements, or if we suffer significant delay or other obstacles in
the process of enforcing these contractual arrangements, we may not be able to direct the activities of the VIE, and our ability to conduct our
business may be negatively affected.
The shareholders of the VIE may have potential conflicts of interest with us, which may materially and adversely affect our business and
financial condition.
The shareholders of ZTO Express may have potential conflicts of interest with us. These shareholders may breach, or cause the VIE to
breach, or refuse to renew, the existing contractual arrangements we have with them and the VIE, which would have a material and adverse
effect on our ability to effectively control the VIE and receive economic benefits from it. For example, the shareholders may be able to cause
our agreements with ZTO Express to be performed in a manner adverse to us by, among other things, failing to remit payments due under the
contractual arrangements to us on a timely basis. We cannot assure you that when conflicts of interest arise, any or all of these shareholders will
act in the best interests of our company or such conflicts will be resolved in our favor. If we cannot resolve any conflict of interest or dispute
between us and these shareholders, we would have to rely on legal proceedings, which could result in disruption of our business and subject us
to substantial uncertainty as to the outcome of any such legal proceedings.
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Our current corporate structure, business operations and future capital raising activities may be affected by the PRC Foreign Investment
Law and the Overseas Listing Trial Measures.
The FIL replaced the existing laws regulating foreign investment in China, namely, the PRC Equity Joint Venture Law, the PRC
Cooperative Joint Venture Law and the PRC Wholly Foreign-owned Enterprise Law, together with their implementation rules and ancillary
regulations. The FIL stipulates four forms of foreign investment, including (i) a foreign investor, individually or collectively with other
investors, establishes a foreign-invested enterprise within China; (ii) a foreign investor acquires stock shares, equity, property shares, or other
like rights and interests of an enterprise within China; (iii) a foreign investor, individually or collectively with other investors, invests in a new
project within China; and (iv) a foreign investor invests through means stipulated in laws or administrative regulations or other methods
prescribed by the State Council. Though it does not explicitly classify contractual arrangements as a form of foreign investment, there is no
assurance that foreign investment via contractual arrangement would not be interpreted as a type of indirect foreign investment activities under
the definition in the future. In addition, the definition contains a catch-all provision that includes investments made by foreign investors through
means stipulated in laws or administrative regulations or other methods prescribed by the State Council. Therefore, it still leaves leeway for
future laws, administrative regulations or provisions promulgated by the State Council to provide for contractual arrangements as a form of
foreign investment. In any of these cases, it will be uncertain whether our contractual arrangements will be deemed to be in violation of the
market access requirements for foreign investment under the PRC laws and regulations. Furthermore, if future laws, administrative regulations
or provisions prescribed by the State Council mandate further actions to be taken by companies with respect to existing contractual
arrangements, we may face substantial uncertainties as to whether we can complete such actions in a timely manner, or at all. Failure to take
timely and appropriate measures to cope with any of these or similar regulatory compliance challenges could materially and adversely affect
our current corporate structure, corporate governance and business operations.
The Overseas Listing Trial Measures was recently promulgated and became effective on March 31, 2023, under which PRC domestic
companies that seek to offer and list securities in overseas markets, either in direct or indirect means, are required to fulfill the filing procedure
with the CSRC and report relevant information. According to the Circular of Overseas Listing and Offering, issuers that have already been
listed in an overseas market by March 31, 2023, such as our company, are not required to make any immediate filing. However, under the
Overseas Listing Trial Measures, such issuers will be required to complete certain filing procedures with the CSRC in connection with future
securities offerings and listings outside of mainland China, including follow-on offerings, issuance of convertible bonds, offshore relisting after
going-private transactions, and other equivalent offering activities. In addition, such issuers are required to file a report to the CSRC after the
occurrence and public disclosure of certain material corporate events, including but not limited to conversion of listing status in overseas
markets (such as switching from secondary listing to dual primary listing). There remain substantial uncertainties about the interpretation,
application and implementation of the Overseas Listing Trial Measures. In addition, the CSRC requires the issuer to explain its contractual
arrangements and requires the PRC legal counsel of the issuer to verify and explain relevant issues regarding the contractual arrangements
pursuant to the Overseas Listing Trial Measures. Pursuant to the “Reply to the Reporter’s Question by the CSRC Responsible Officers” which
was published on February 17, 2023, for the overseas listing of VIE-structured enterprises, the filing management will adhere to the principles
of marketization and legalization, and strengthen regulatory coordination, and the CSRC will seek the opinions of relevant competent
authorities, put the overseas listing of VIE-structured enterprises which meet the compliance requirements on file, and support the development
and growth of enterprises using two markets and two resources. Though it does not prohibit the overseas listing of VIE-structured enterprises,
the compliance requirements of VIE-structured enterprises were not explicitly listed or defined. Therefore, it still leaves leeway for future laws,
administrative regulations or provisions promulgated by the CSRC regarding to the overseas listing of VIE-structured enterprises. If the CSRC
deems that we have failed to meet the filing or reporting requirements or our contractual arrangements do not comply with current compliance
requirements or future laws, administrative regulations or provisions, our corporate structure, business operations and future capital raising
activities will be materially and adversely affected.
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Contractual arrangements in relation to the VIE may be subject to scrutiny by the PRC tax authorities and they may determine that we or
our PRC variable interest entity owe additional taxes, which could negatively affect our financial condition and the value of your
investment.
Under applicable PRC laws and regulations, arrangements and transactions among related parties may be subject to audit or challenge
by the PRC tax authorities within ten years after the taxable year when the transactions are conducted. We could face material and adverse tax
consequences if the PRC tax authorities determine that the VIE contractual arrangements were not entered into on an arm’s length basis in such
a way as to result in an impermissible reduction in taxes under applicable PRC laws, rules and regulations, and adjust income of ZTO Express
in the form of a transfer pricing adjustment. A transfer pricing adjustment could, among other things, result in a reduction of expense
deductions recorded by ZTO Express for PRC tax purposes, which could in turn increase its tax liabilities without reducing our PRC
subsidiaries’ tax expenses. In addition, the PRC tax authorities may impose late payment fees and other penalties on ZTO Express for the
adjusted but unpaid taxes according to the applicable regulations. Our financial position could be materially and adversely affected if the VIE’s
tax liabilities increase or if it is required to pay late payment fees and other penalties.
We may lose the ability to use and benefit from assets held by the consolidated affiliated entities that are material to the operation of a
certain portion of our business if the entity goes bankrupt or becomes subject to a dissolution or liquidation proceeding.
As part of our contractual arrangements with ZTO Express, the consolidated affiliated entities hold certain assets that are material to
the operation of a certain portion of our business, including sorting hub premises and sorting equipment. If ZTO Express goes bankrupt and all
or part of their assets become subject to liens or the rights of third-party creditors, we may be unable to continue some or all of our business
activities, which could materially and adversely affect our business, financial condition and results of operations. Under the contractual
arrangements, ZTO Express may not, in any manner, sell, transfer, mortgage or dispose of their assets or legal or beneficial interests in the
business without our prior consent. If ZTO Express undergoes a voluntary or involuntary liquidation proceeding, the independent third-party
creditors may claim rights to some or all of these assets, thereby hindering our ability to operate our business, which could materially and
adversely affect our business, financial condition and results of operations.
RISKS RELATED TO DOING BUSINESS IN CHINA
Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business
and operations.
Substantially all of our assets and operations are located in China. Accordingly, our business, financial condition, results of operations
and prospects may be influenced to a significant degree by political, economic and social conditions in China generally. The Chinese economy
differs from the economies of most developed countries in many respects, including the level of government involvement, level of
development, growth rate, control of foreign exchange and allocation of resources. Although the Chinese government has implemented
measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the
establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the
government. In addition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial
policies. The Chinese government also exercises significant control over China’s economic growth through allocating resources, controlling
payment of foreign currency-denominated obligations, setting monetary policy, and providing preferential treatment to particular industries or
companies.
While the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically
and among various sectors of the economy, and the rate of growth has been slowing since 2012. Furthermore, China’s GDP growth turned
negative in the first quarter of 2020. Any adverse changes in economic conditions in China, in the policies of the Chinese government or in the
laws and regulations in China could have a material adverse effect on the overall economic growth of China. Such developments could
adversely affect our business and operating results, lead to a reduction in demand for our services and adversely affect our competitive position.
The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of
these measures may benefit the overall Chinese economy but may have a negative effect on us. For example, our financial condition and results
of operations may be adversely affected by government control over capital investments or changes in tax regulations. In addition, in the past
the Chinese government has implemented certain measures, including interest rate adjustment, to control the pace of economic growth. These
measures may cause decreased economic activity in China, which may adversely affect our business and operating results.
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The PRC government’s significant oversight and discretion over our business operation could result in a material adverse change in our
operations and the value of our ADSs and ordinary shares.
We conduct our business primarily in China. Our operations in China are governed by PRC laws and regulations. The PRC
government has significant oversight and discretion over the conduct of our business, and may intervene or influence our operations as the
government deems appropriate to advance regulatory and societal goals and policy positions. The PRC government has recently published new
policies that significantly affected certain industries and we cannot rule out the possibility that it will in the future release regulations or policies
that directly or indirectly affect our industry or require us to seek additional permission to continue our operations, which could result in a
material adverse change in our operation and/or the value of our ADSs and ordinary shares. Therefore, investors of ZTO and our business face
potential uncertainty from actions taken by the PRC government affecting our business.
Uncertainties with respect to the PRC legal system could adversely affect us.
The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions under the
civil law system may be cited for reference but have limited precedential value.
In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in
general. The overall effect of legislation over the past four decades has significantly enhanced the protections afforded to various forms of
foreign investments in China. However, China has not developed a fully integrated legal system, and recently enacted laws and regulations may
not sufficiently cover all aspects of economic activities in China. In particular, the interpretation and enforcement of these laws and regulations
involve uncertainties. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory
provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of legal
protection we enjoy. These uncertainties may affect our judgment on the relevance of legal requirements and our ability to enforce our
contractual rights or tort claims. In addition, the regulatory uncertainties may be exploited through unmerited or frivolous legal actions or
threats in attempts to extract payments or benefits from us.
Furthermore, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a
timely basis or at all and may have retroactive effect. As a result, we may not be aware of our violation of any of these policies and rules until
sometime after the violation. In addition, any administrative and court proceedings in China may be protracted, resulting in substantial costs
and diversion of resources and management attention. In recent years, regulatory and administrative measures over various areas such as
environmental protection and fire safety have tightened and enhanced in China. While such development is beneficial to the operation of
business in China over the long run, PRC-based companies may experience temporary business disruption and incur increased compliance
costs in the short run.
The approval of or filing to the CSRC or other PRC government authorities may be required in connection with our offshore offerings and
future capital raising activities under PRC law, and, if required, we cannot predict whether or for how long we will be able to obtain such
approval.
The Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, adopted by six PRC
regulatory agencies in 2006 and amended in 2009, requires an overseas special purpose vehicle formed for listing purposes through acquisitions
of PRC domestic companies and controlled by PRC persons or entities to obtain the approval of the CSRC prior to the listing and trading of
such special purpose vehicle’s securities on an overseas stock exchange. The interpretation and application of the regulations remain unclear,
and our offshore offerings may ultimately require approval of the CSRC. If the CSRC approval is required, it is uncertain whether we can or
how long it will take us to obtain the approval and, even if we obtain such CSRC approval, the approval could be rescinded. Any failure to
obtain or delay in obtaining the CSRC approval for any of our offshore offerings, or a rescission of such approval if obtained by us, would
subject us to sanctions imposed by the CSRC or other PRC regulatory authorities, which could include fines and penalties on our operations in
China, restrictions or limitations on our ability to pay dividends outside of China, and other forms of sanctions that may materially and
adversely affect our business, financial condition, and results of operations.
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On July 6, 2021, the relevant PRC government authorities issued Opinions on Strictly Cracking Down Illegal Securities Activities in
Accordance with the Law. These opinions emphasized the need to strengthen the administration over illegal securities activities and the
supervision on overseas listings by China-based companies and proposed to take effective measures, such as promoting the construction of
relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies. As these opinions are recently
issued, official guidance and related implementation rules have not been issued yet and the interpretation of these opinions remains unclear at
this stage. We cannot assure you that any new rules or regulations promulgated in the future will not impose additional requirements on us.
On February 17, 2023, the CSRC issued the Overseas Listing Trial Measures, which became effective on March 31, 2023, under
which PRC domestic companies that seek to offer and list securities in overseas markets, either in direct or indirect means, are required to
fulfill the filing procedure with the CSRC and report relevant information. According to the Circular of Overseas Listing and Offering, issuers
that have already been listed in an overseas market by March 31, 2023, such as our company, are not required to make any immediate filing.
However, under the Overseas Listing Trial Measures, such issuers will be required to complete certain filing procedures with the CSRC in
connection with future securities offerings and listings outside of mainland China, including follow-on offerings, issuance of convertible bonds,
offshore relisting after going-private transactions, and other equivalent offering activities. In addition, such issuers are required to file a report
to the CSRC after the occurrence and public disclosure of certain material corporate events, including but not limited to conversion of listing
status in overseas markets (such as switching from secondary listing to dual primary listing). There remain substantial uncertainties about the
interpretation, application and implementation of the Overseas Listing Trial Measures. The Overseas Listing Trial Measures also stipulates that
overseas offering and listing by domestic companies shall strictly abide by relevant laws, administrative regulations and state rules concerning
national security in the areas of foreign investment, cybersecurity, data security and etc., and duly fulfill their obligations to protect national
security. If the intended overseas offering and listing necessitates national security review (e.g., cybersecurity review), relevant national
security review procedures shall be completed before the application for such offering and listing is submitted to competent overseas regulators
and foreign stock exchanges. Therefore, we may incur significant time, costs and resources to comply with these newly implemented regulatory
requirements under the Overseas Listing Trial Measures and face uncertainties as to such approvals, filings and reporting obligations.
We may be required to go through these approval, filing and reporting procedures with the CSRC and other regulatory authorities for
our offshore offerings and future capital raising activities, including the cybersecurity review under the 2021 Measures and declaration of
security assessment on data cross-border transfer under the Measures on Security Assessment of Cross-Border Data Transfer, it is uncertain
whether we can or how long it will take us to obtain such approval or complete such procedures and any such approval could be rescinded. Any
failure to obtain or delay in obtaining such approval or completing such procedures for our offshore offerings and future capital raising
activities, or a rescission of any such approval if obtained by us, would subject us to sanctions by the CSRC or other PRC regulatory
authorities. These regulatory authorities may impose fines and penalties on our operations in China, limit our ability to pay dividends outside of
China, limit our operating privileges in China, delay, restrict or prohibit our future capital raising activities, delay or restrict the repatriation of
the proceeds from our offshore offerings into China or take other actions that could materially and adversely affect our business, financial
condition, results of operations, and prospects, as well as the trading price of our shares. The CSRC or other PRC regulatory authorities also
may take actions requiring us, or making it advisable for us, to halt our offshore offerings before settlement and delivery of the shares offered.
Consequently, if investors engage in market trading or other activities in anticipation of and prior to settlement and delivery, they do so at the
risk that settlement and delivery may not occur. In addition, if the CSRC or other regulatory authorities later promulgate new rules or
explanations requiring that we obtain their approvals or accomplish the required filing or other regulatory procedures for our prior offshore
offerings, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver.
Any uncertainties or negative publicity regarding such approval requirement could materially and adversely affect our business, prospects,
financial condition, reputation, and the trading price of the shares.
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We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we
may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our
ability to conduct our business.
ZTO is a Cayman Islands holding company and may rely principally on dividends and other distributions on equity from its PRC
subsidiaries for cash requirements, including for services of any debt it may incur. Our subsidiaries’ ability to distribute dividends is based
upon their distributable earnings. Current PRC regulations permit our PRC subsidiaries to pay dividends to their respective shareholders only
out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, each of the VIE
is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its
registered capital. These reserves are not distributable as cash dividends. If our PRC subsidiaries incur debt on their own behalf in the future,
the instruments governing the debt may restrict their ability to pay dividends or make other payments to us. Any limitation on the ability of our
PRC subsidiaries to distribute dividends or other payments to their respective shareholders could materially and adversely limit our ability to
grow, make investments or acquisitions that could be beneficial to our businesses, pay dividends or otherwise fund and conduct our business.
PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency
conversion may delay or prevent us from loaning to or making additional capital contributions to our PRC subsidiaries, which could
materially and adversely affect our liquidity and our ability to fund and expand our business.
Any funds we transfer to our PRC subsidiaries, either as a shareholder loan or as an increase in registered capital, are subject to
approval by or registration, filing and/or reporting (as applicable) with relevant governmental authorities in China. According to the relevant
PRC regulations on Foreign Investment Enterprises, or the FIEs, in China, capital contributions to our PRC subsidiaries shall go through
registration, filing and/or reporting procedures (as applicable) at competent governmental authorities in China. In addition, (a) any foreign loan
procured by our PRC subsidiaries is required to be registered with the State Administration of Foreign Exchange, or SAFE, or its local
branches, and (b) each of our PRC subsidiaries may not procure loans which exceed (i) the difference between its registered capital and its total
investment amount as approved by the MOFCOM or its local branches, or (ii) the specified upper limited calculated by using a risk-weight
approach. Any medium-term or long-term loan to be provided by us to the VIE must be reviewed and registered with the National
Development and Reform Commission, or the NDRC, and/or SAFE or its local branches (as applicable). We may not obtain such government
approvals or complete such registration, filing and/or reporting (as applicable) on a timely basis, if at all, with respect to future capital
contributions or foreign loans by us to our PRC subsidiaries. If we fail to receive such approvals or complete such registration, filing and/or
reporting (as applicable), our ability to capitalize our PRC operations may be negatively affected, which could adversely affect our liquidity
and our ability to fund and expand our business.
The Circular on Reforming the Management Approach Regarding the Foreign Exchange Capital Settlement of Foreign-Invested
Enterprises, or SAFE Circular 19, took effect as of June 1, 2015 and was partially modified or repealed on June 9, 2016 and December 30,
2019. SAFE Circular 19 launched a nationwide reform of the administration of the settlement of the foreign exchange capitals of FIEs and
allows FIEs to settle their foreign exchange capital at their discretion but continues to prohibit FIEs from using the Renminbi fund converted
from their foreign exchange capitals for expenditure beyond their business scopes. On June 9, 2016, SAFE promulgated the Notice of the State
Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital
Account thereafter, or SAFE Circular 16. SAFE Circular 16 reiterates some of the rules set forth in SAFE Circular 19 and removed certain
restrictions previously provided under several SAFE circulars, including removal of restriction on conversion by a foreign-invested enterprise
of foreign currency registered capital into RMB and use of such RMB capital. However, SAFE Circular 16 continues to prohibit foreign-
invested enterprises from, among other things, using RMB funds converted from their foreign exchange capitals for expenditure beyond their
business scope, and providing loans to nonaffiliated enterprises except as permitted in the business scope. On October 23, 2019, SAFE issued
the Notice of the State Administration of Foreign Exchange on Further Facilitating Cross-border Trade and Investment, which, among other
things, expanded the use of foreign exchange capital to domestic equity investment area. SAFE Circular 19, SAFE Circular 16 and other
relevant rules and regulations may significantly limit our ability to transfer to and use in China any foreign currency, which may adversely
affect our business, financial condition and results of operations.
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PRC regulation of loans in foreign currencies by offshore holding companies to PRC entities may limit our ability to fund the operations of
our consolidated variable interest entity.
Due to restrictions imposed on loans in foreign currencies extended to PRC domestic companies, we are unlikely to have our Cayman
Islands holding company or other offshore entities extend loans to the VIE, a PRC domestic company. Meanwhile, we are not likely to finance
the activities of the VIE by means of capital contributions due to regulatory restrictions relating to foreign investment in PRC domestic
enterprises engaged in domestic express delivery services of mail. In addition, due to the restrictions on a foreign-invested enterprise’s use of
Renminbi converted from foreign-currency registered capital under PRC regulations, including but not limited to SAFE Circular 19, as
described under the foregoing risk factor, our PRC subsidiaries may be unable to use the Renminbi converted from their registered capital to
provide loans to the VIE. Additionally, our PRC subsidiaries are not prohibited under PRC laws and regulations from using their capital
generated from their operating activities to provide entrusted loans through financial institutions to the VIE. We will assess the working capital
requirements of the VIE on an ongoing basis and, if needed, may have our PRC subsidiaries use their capital from operating activities to
provide financial support to the VIE.
Fluctuations in exchange rates could have a material and adverse effect on our results of operations and the value of your investment.
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. The value of the Renminbi against the U.S. dollar and
other currencies is affected by changes in China’s political and economic conditions and by China’s foreign exchange policies, among other
things. We cannot assure you that the Renminbi will not appreciate or depreciate significantly in value against the U.S. dollar in the future. It is
difficult to predict how market forces or PRC or U.S. government policy will impact the exchange rate between the Renminbi and the U.S.
dollar in the future.
Any significant appreciation or depreciation of the Renminbi may materially and adversely affect our revenues, earnings and financial
position, and the value of, and any dividends payable on, our Class A ordinary shares and/or ADSs. For example, to the extent that we need to
convert U.S. dollars we receive into Renminbi to fund our operations, appreciation of the Renminbi against the U.S. dollar would have an
adverse effect on the Renminbi amount we would receive from the conversion. Conversely, a significant depreciation of the Renminbi against
the U.S. dollar may significantly reduce the U.S. dollar equivalent of our earnings, which in turn could adversely affect the valuation of our
Class A ordinary shares and/or ADSs.
Very limited hedging options are available in China to reduce our exposure to exchange rate fluctuations. To date, we have entered
into some hedging transactions, such as foreign currency deposits, foreign currency forward contract and options, in an effort to reduce our
exposure to foreign currency exchange risk. While we may decide to enter into more hedging transactions in the future, the availability and
effectiveness of these hedges may be limited, and we may not be able to adequately hedge our exposure or at all. In addition, our currency
exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert Renminbi into foreign currency. As
a result, fluctuations in exchange rates may have a material adverse effect on your investment.
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Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your
investment.
The PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the
remittance of currency out of China. We receive substantially all of our revenues in Renminbi. Under our current corporate structure, our
Cayman Islands holding company primarily relies on dividend payments from our PRC subsidiaries to fund any cash and financing
requirements we may have. Under existing PRC foreign exchange regulations, payments of current account items, including profit
distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior
approval of SAFE by complying with certain procedural requirements. Specifically, under the existing exchange restrictions, without prior
approval of SAFE, cash generated from the operations of our PRC subsidiaries in China may be used to pay dividends to our company.
However, approval from or registration with appropriate governmental authorities is required where Renminbi is to be converted into foreign
currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. As a result, we
need to obtain SAFE approval to use cash generated from the operations of our PRC subsidiaries and variable interest entity to pay off their
respective debt in a currency other than Renminbi owed to entities outside China, or to make other capital expenditure payments outside China
in a currency other than Renminbi. For example, People’s Bank of China announced that from November 28, 2016, buying, paying or making
capital expenditure of more than US$5 million or its equivalent must be reported as large-amount transaction to SAFE. Once reported to SAFE,
such large-amount transactions are subject to examination of authenticity and compliance by the MOFCOM, the NDRC, SAFE, People’s Bank
of China or other competent authorities. Although SAFE issued a statement stating that amounts from legitimate business transactions and
capital reduction would not be affected, the PRC government may at its discretion restrict access to foreign currencies for current account
transactions in the future. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign
currency demands, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of our ADSs.
Certain PRC regulations may make it more difficult for us to pursue growth through acquisitions.
Among other things, on August 8, 2006, the MOFCOM issued the M&A Rules, which took effect on September 8, 2006 and were
amended on June 22, 2009, established additional procedures and requirements that could make merger and acquisition activities by foreign
investors more time-consuming and complex. Such regulation requires, among other things, that the MOFCOM be notified in advance of any
change-of-control transaction in which a foreign investor acquires control of a PRC domestic enterprise or a foreign company with substantial
PRC operations, if (i) any important industry is concerned, (ii) such transaction involves factors that have or may have impact on the national
economic security; (iii) such transaction will lead to a change in control of a domestic enterprise which holds famous trademarks or PRC time-
honored brands; or (iv) certain thresholds under the Provisions on Thresholds for Prior Notification of Concentrations of Undertakings, issued
by the State Council on August 3, 2008 with latest amendment released on September 18, 2018, were triggered. In addition, the Interim
Provisions on the Examination of Concentration of Business Operators promulgated by the SAMR, which became effective on December 1,
2020 and recently amended on March 24, 2022, further stipulates the detailed rules of declaration and examination of concentration of business
operators. Moreover, the Anti-Monopoly Law promulgated by the Standing Committee of the National People’s Congress, which became
effective on August 1, 2008, and recently amended on June 24, 2022, requires that transactions which are deemed concentrations and involve
parties with specified turnover thresholds must be declared to the MOFCOM before they can be completed. In addition, the Notice of the
General Office of the State Council on the Establishment of the Security Review System for Mergers and Acquisitions of Domestic Enterprises
by Foreign Investors promulgated on February 3, 2011 and became effective after 30 days of promulgation, require acquisitions by foreign
investors of PRC companies engaged in military related or certain other industries that are crucial to national security be subject to security
review before consummation of any such acquisition. We may pursue potential strategic acquisitions that are complementary to our business
and operations. Complying with the requirements of these regulations to complete such transactions could be time-consuming, and any required
approval processes, including obtaining approval or clearance from the MOFCOM, may delay or inhibit our ability to complete such
transactions, which could affect our ability to expand our business or maintain our market share. If we fail to comply with the Anti-Monopoly
Law and other relevant rules and provisions related to mergers and acquisitions in PRC, we may be subject to investigations, penalties and
sanctions, including fines and termination of the mergers and acquisitions. Historically, certain subsidiaries commenced merger and acquisition
transactions prior to filing a declaration. We made rectification for one of such subsidiaries and it has been subject to a fine of RMB300,000. It
remains uncertain whether such other subsidiaries or us will be subject to investigations, penalties and sanctions by the relevant government
authorities.
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PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident
beneficial owners or our PRC subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries, limit our PRC
subsidiaries’ ability to increase their registered capital or distribute profits to us, or may otherwise adversely affect us.
On July 4, 2014, SAFE has promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic
Residents’ Offshore Investment and Financing and Roundtrip Investment Through Special Purpose Vehicles, or SAFE Circular 37, to replace
the Notice on Relevant Issues Concerning Foreign Exchange Administration for Domestic Residents’ Financing and Roundtrip Investment
Through Offshore Special Purpose Vehicles, or SAFE Circular 75, which ceased to be effective upon the promulgation of SAFE Circular 37.
SAFE Circular 37 requires PRC residents (including PRC individuals and PRC corporate entities) to register with local branches of SAFE in
connection with their direct or indirect offshore investment activities. SAFE Circular 37 is applicable to our shareholders who are PRC
residents and may be applicable to any offshore acquisitions that we make in the future.
Under SAFE Circular 37, PRC residents who make, or have prior to the implementation of SAFE Circular 37 made, direct or indirect
investments in offshore special purpose vehicles, or SPVs, will be required to register such investments with local branches of SAFE. In
addition, any PRC resident who is a direct or indirect shareholder of an SPV, is required to update its filed registration with the local branch of
SAFE with respect to that SPV, to reflect any material change. Moreover, any subsidiary of such SPV in China is required to urge the PRC
resident shareholders to update their registration with the local branch of SAFE. If any PRC shareholder of such SPV fails to make the required
registration or to update the previously filed registration, the subsidiary of such SPV in China may be prohibited from distributing its profits or
the proceeds from any capital reduction, share transfer or liquidation to the SPV, and the SPV may also be prohibited from making additional
capital contribution into its subsidiary in China. The Notice on Further Simplifying and Improving Foreign Exchange Administration Policy on
Direct Investment, or SAFE Notice 13, became effective on June 1, 2015. Under SAFE Notice 13, applications for foreign exchange
registration of inbound foreign direct investment and outbound overseas direct investment, including those required under SAFE Circular 37,
will be filed with qualified banks instead of SAFE. The qualified banks will directly examine the applications and accept registrations under the
supervision of SAFE.
All of our shareholders that we are aware of being subject to SAFE regulations have completed all necessary initial registrations with
the local SAFE branch or qualified banks as required by SAFE Circular 37. We cannot assure you, however, that all of these individuals may
thereafter continue to make required filings or updates on a timely manner, or at all. We can provide no assurance that we are or will in the
future continue to be informed of the identities of PRC residents holding a direct or indirect interest in our company. Any failure or inability by
such individuals to comply with SAFE regulations may subject us to fines or legal sanctions, such as restrictions on our cross-border
investment activities or our PRC subsidiaries’ ability to distribute dividends to, or obtain foreign exchange-denominated loans from, our
company or prevent us from making distributions or paying dividends. As a result, our business operations and our ability to make distributions
to you could be materially and adversely affected.
Furthermore, the interpretation and implementation of the foreign exchange regulations has been constantly evolving, it is unclear how
these regulations, and any future regulation concerning offshore or cross-border transactions, will be interpreted, amended and implemented by
the relevant governmental authorities. For example, we may be subject to a more stringent review and approval process with respect to our
foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings, which may adversely affect our
financial condition and results of operations. In addition, if we decide to acquire a PRC domestic company, we cannot assure you that we or the
owners of such company, as the case may be, will be able to obtain the necessary approvals or complete the necessary filings and registrations
required by the foreign exchange regulations. This may restrict our ability to implement our acquisition strategy and could adversely affect our
business and prospects.
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Any failure to comply with PRC regulations regarding the registration requirements for employee stock incentive plans of overseas publicly
listed companies may subject the PRC plan participants or us to fines and other legal or administrative sanctions.
Pursuant to SAFE Circular 37, PRC residents who participate in share incentive plans in overseas non-publicly listed companies may
submit applications to local branches of SAFE for the foreign exchange registration with respect to offshore special purpose companies. In the
meantime, our directors, executive officers and other employees who are PRC citizens or who are non-PRC residents residing in the PRC for a
continuous period of not less than one year, subject to limited exceptions, and who have been granted incentive share awards by us, may follow
the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of
Overseas Publicly-Listed Company, promulgated by SAFE on February 15, 2012, or the 2012 SAFE Notices. Pursuant to the 2012 SAFE
Notices, PRC citizens and applicable non-PRC citizens who reside in China for a continuous period of not less than one year who participate in
any stock incentive plan of an overseas publicly listed company, subject to a few exceptions, are required to register with SAFE through a
domestic qualified agent, which could be the PRC subsidiaries of such overseas listed company, and complete certain other procedures. In
addition, an overseas entrusted institution must be retained to handle matters in connection with the exercise or sale of stock options and the
purchase or sale of shares and interests. We and our executive officers and other employees who are PRC citizens or who reside in the PRC for
a continuous period of not less than one year and who have been granted options are subject to these regulations as our company became an
overseas listed company upon the completion of our initial public offering. Failure to complete SAFE registrations may subject them to fines of
up to RMB300,000 for entities and up to RMB50,000 for individuals, and legal sanctions and may also limit our ability to contribute additional
capital into our PRC subsidiaries and limit our PRC subsidiaries’ ability to distribute dividends to us. We also face regulatory uncertainties that
could restrict our ability to adopt additional incentive plans for our directors, executive officers and employees under PRC law. See “Item 4.
Information on the Company—B. Business Overview—Regulation — Regulations Relating to Employee Stock Incentive Plan of Overseas
Publicly Listed Company.”
The State Taxation Administration, or the STA, has issued certain circulars concerning employee share options and restricted shares.
Under these circulars, our employees working in China who exercise share options or are granted restricted shares will be subject to PRC
individual income tax. Our PRC subsidiaries have obligations to file documents related to employee share options or restricted shares with
relevant tax authorities and to withhold individual income taxes of those employees who exercise their share options. If our employees fail to
pay or we fail to withhold their income taxes according to relevant laws and regulations, we may face sanctions imposed by the tax authorities
or other PRC governmental authorities. See “Item 4. Information on the Company—B. Business Overview—Regulation—Regulations Relating
to Employee Stock Incentive Plan of Overseas Publicly Listed Company.”
It may be difficult for overseas securities regulators to conduct investigations or collect evidence within China.
Shareholder claims or regulatory investigations that are common in the United States (including securities law class actions and fraud
claims) generally are difficult to pursue as a matter of law or practicality in China. For example, in China, there are significant legal and other
obstacles to providing information needed for regulatory investigations or litigation initiated outside China. Although the authorities in China
may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-
border supervision and administration, such cooperation with the securities regulatory authorities in the Unities States may not be efficient in
the absence of a mutual and practical cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law, or Article 177,
which became effective on March 1, 2020, no overseas securities regulator may directly conduct investigations or collect evidence and no
entities or individuals may provide documents or materials in connection with securities activities without proper authorization as stipulated
under Article 177. While detailed interpretation of or implementation rules under Article 177 have yet to be promulgated, the inability of an
overseas securities regulator to directly conduct investigations or collect evidence within China may further increase difficulties faced by you in
protecting your interests.
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If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax
consequences to us and our non-PRC shareholders or ADS holders.
Under the PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside of the PRC with its “de
facto management body” within the PRC is considered a “resident enterprise” and will be subject to the enterprise income tax on its global
income at the rate of 25%. The implementation rules define the term “de facto management body” as the body that exercises full and
substantial control and overall management over the business, productions, personnel, accounts and properties of an enterprise. On April 22,
2009, the STA issued the Circular of the STA on Issues Concerning the Identification of Chinese-Controlled Overseas Registered Enterprises as
Resident Enterprises in Accordance with the Actual Standards of Organizational Management, as amended on November 8, 2013 and
December 29, 2017 and partially invalid, known as STA Circular 82, which provides certain specific criteria for determining whether the “de
facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China. Although this circular only applies to
offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria
set forth in the circular may reflect the STA’s general position on how the “de facto management body” text should be applied in determining
the tax resident status of all offshore enterprises. According to STA Circular 82, an offshore incorporated enterprise controlled by a PRC
enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China and
will be subject to PRC enterprise income tax on its global income only if all of the following conditions are met: (i) the primary location of the
day-to-day operational senior management and senior management department’s performance of their duties is in the PRC; (ii) decisions
relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in the PRC;
(iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions, are located or
maintained in the PRC; and (iv) at least 50% of voting board members or senior executives habitually reside in the PRC.
We believe that ZTO Express (Cayman) Inc. is not a PRC resident enterprise for PRC tax purposes. See “Item 4. Information on the
Company—B. Business Overview—Regulation—Regulations Relating to Tax — Enterprise Income Tax.” However, the tax resident status of
an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de
facto management body.” If the PRC tax authorities determine that ZTO Express (Cayman) Inc. is a PRC resident enterprise for enterprise
income tax purposes, we may be required to withhold a 10% withholding tax from dividends we pay to our shareholders that are non-resident
enterprises, including the holders of our ADSs. In addition, nonresident enterprise shareholders (including our ADS holders) may be subject to
PRC tax on gains realized on the sale or other disposition of ADSs or ordinary shares, if such income is treated as sourced from within the
PRC. Furthermore, if we are deemed a PRC resident enterprise, dividends payable to our non-PRC individual shareholders (including our ADS
holders) and any gain realized on the transfer of ADSs or ordinary shares by such shareholders may be subject to PRC tax at a rate of 20%
unless a reduced rate is available under an applicable tax treaty. It is unclear whether non-PRC shareholders of ZTO Express (Cayman) Inc.
would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that ZTO Express
(Cayman) Inc. is treated as a PRC resident enterprise.
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We face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.
On February 3, 2015, the STA issued a Public Notice Regarding Certain Corporate Income Tax Matters on Indirect Transfer of
Properties by Non-Tax Resident Enterprises, or STA Public Notice 7, which was recently amended on December 29, 2017. According to STA
Public Notice 7, where a non-resident enterprise indirectly transfers equities and other properties of a PRC resident enterprise to evade its
obligation of paying enterprise income tax by implementing arrangements that are not for bona fide commercial purpose, such indirect transfer
shall be re-identified and recognized as a direct transfer of equities and other properties of the PRC resident enterprise. STA Public Notice 7
provides clearer criteria than STA Circular 698 for assessment of reasonable commercial purposes and has introduced safe harbors for internal
group restructurings and the purchase and sale of equity through a public securities market. STA Public Notice 7 also brings challenges to both
foreign transferor and transferee (or other person who is obligated to pay for the transfer) of taxable assets. PRC taxable assets include assets
attributed to an establishment or place of business in China, real properties located in China, and equity investments in PRC resident
enterprises, with respect of which gains from their transfer by a direct holder, being a non-PRC resident enterprise, would be subject to PRC
enterprise income taxes. Where a non-resident enterprise transfers taxable assets indirectly by disposing of the equity interests of an overseas
holding company, which is an indirect transfer, the non-resident enterprise as either the transferor or the transferee, or the PRC entity that
directly owns the taxable assets, may report such indirect transfer to the relevant tax authority. Using a “substance over form” principle, the
PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was clearly
established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such indirect transfer may be subject to
PRC enterprise income tax, and the transferee or other person who is obligated to pay for the transfer is obligated to withhold the applicable
taxes, currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. Both the transferor and the transferee may be
subject to penalties under PRC tax laws if the transferee fails to withhold the taxes and the transferor fails to pay the taxes. According to the
Announcement of the State Taxation Administration on Matters Concerning Withholding of Income Tax of Non-resident Enterprises at Source,
or STA Announcement 37, which became effective on December 1, 2017 and amended on June 15, 2018, the withholding party shall, within
seven days of the day on which the withholding obligation occurs, declare and remit the withholding tax to the competent tax authority at its
locality. Where the withholding party fails to withhold and remit the income tax payable or is unable to perform its obligation in this regard, the
non-resident enterprise that earns the income shall, declare and pay the tax that has not been withheld to the competent tax authority at the
place where the income occurs, and complete the Withholding Statement of the People’s Republic of China for Enterprise Income Tax.
We face uncertainties as to the reporting and other implications of certain past and future transactions where PRC taxable assets are
involved, such as offshore restructuring, sale of the shares in our offshore subsidiaries or investments. Our company may be subject to filing
obligations or taxed if our company is the transferor in such transactions and may be subject to withholding obligations if our company is the
transferee in such transactions, under STA Public Notice 7 and STA Announcement 37. For transfer of shares in our company by investors that
are non-PRC resident enterprises, our PRC subsidiaries may be requested to assist in the filing under STA Public Notice 7. As a result, we may
be required to expend valuable resources to comply with STA Public Notice 7 and STA Announcement 37 or to request the relevant transferors
from whom we purchase taxable assets to comply with these circulars, or to establish that our company should not be taxed under these
circulars, which may have a material adverse effect on our financial condition and results of operations.
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Discontinuation of any of the preferential tax treatments or imposition of any additional taxes could adversely affect our financial
condition and results of operations.
The PRC Enterprise Income Tax Law and its implementation rules permit certain “high and new technology enterprises strongly
supported by the state,” or HNTE, which hold independent ownership of core intellectual property to enjoy a preferential enterprise income tax
rate of 15% subject to certain qualification criteria. Shanghai Zhongtongji Network Technology Co. Ltd., or Shanghai Zhongtongji Network,
our wholly owned subsidiary, was recognized by relevant PRC government authorities as an HNTE, on November 12, 2020 and therefore
became eligible for the preferential 15% enterprise income tax rate from November 12, 2020 to November 11, 2023 upon its filing with the
relevant tax authority. We cannot assure you that Shanghai Zhongtongji Network will continue to qualify as an HNTE when it is subject to
review in the future. Should Shanghai Zhongtongji Network lose this qualification for any reason, it will no longer enjoy the 15% preferential
tax rate, and its applicable enterprise income tax rate may increase to 25%. If Shanghai Zhongtongji Network does not maintain its status as an
HNTE, our financial condition and results of operation could be materially and adversely affected. In addition, four of our subsidiaries
benefitted from the 15% preferential income tax rate by qualifying as enterprises under the Catalog of Encouraged Industries in the Western
Region, or Catalog of Encouraged Industries, for the years ended December 31, 2020 and 2021, and three of our subsidiaries benefitted from
the 15% preferential income tax rate by qualifying as enterprises under the Catalog of Encouraged Industries for the year ended December 31,
2022. The preferential income tax rate will expire in December 2030. Furthermore, Shanghai Zhongtongji Network applied for the Key
Software Enterprise status in earlier 2020 and obtained the status from relevant PRC government authorities in September 2020. With this
status, Shanghai Zhongtongji Network was entitled to a preferential tax rate of 10% for the fiscal year of 2019, which contributed to the
decrease of income tax expense of RMB200.7 million for 2019 and was recognized in 2020. Shanghai Zhongtongji Network was not
recognized as the Key Software Enterprise in 2021 and 2022. Shanghai Zhongtongji Network will apply for the Key Software Enterprise in
2023, however it remains uncertain whether Shanghai Zhongtongji Network will be eligible for the qualification in 2023 or in the future.
We may be required to register our operating offices outside of our residence addresses as branch offices under PRC law.
Under PRC law, a company setting up premises for business operations outside its residence address shall register and obtain business
licenses for branch offices at the competent local administration for market regulation. We may expand our delivery network in the future to
additional locations in China, and we may not be able to register branch offices which operate outside our company’s residence address in a
timely manner due to complex procedural requirements and relocation of branch offices from time to time. If the PRC regulatory authorities
determine that we are in violation of the relevant laws and regulations, we may be subject to penalties, including fines, confiscation of income
and suspension of operation. If we become subject to these penalties, our business, results of operations, financial condition and prospects
could be adversely affected.
Our failure to fully comply with PRC labor-related laws may expose us to potential penalties.
Companies operating in China are required to participate in various government sponsored employee benefit plans, including certain
social insurance, housing funds and other welfare-oriented payment obligations, and contribute to the plans in amounts equal to
certain percentages of salaries, including bonuses and allowances, of our employees up to a maximum amount specified by the local
government from time to time at locations where we operate our businesses. The requirement of employee benefit plans has not been
implemented consistently by the local governments in China given the different levels of economic development in different locations. We did
not pay, or were not able to pay, certain past social security and housing fund contributions in strict compliance with the relevant PRC
regulations for and on behalf of our employees due to differences in local regulations and inconsistent implementation or interpretation by local
authorities in the PRC and varying levels of acceptance of the housing fund system by our employees. Although we have recorded accruals for
estimated underpaid amounts in our financial statements, we may be subject to fines and penalties for our failure to make payments in
accordance with the applicable PRC laws and regulations. We may be required to make up the contributions for these plans as well as to pay
late fees and fines. We have not made any accruals for the interest on underpayments and penalties that may be imposed by the relevant PRC
government authorities in the financial statements. If we are subject to late fees or fines in relation to the underpaid employee benefits, our
financial condition and results of operations may be adversely affected.
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The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and
the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections.
Our auditor, the independent registered public accounting firm that issues the audit report included elsewhere in this annual report, as
an auditor of companies that are traded publicly in the United States and a firm registered with the Public Company Accounting Oversight
Board (United States), or the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to
assess its compliance with the applicable professional standards. The auditor is located in mainland China, a jurisdiction where the PCAOB
was historically unable to conduct inspections and investigations completely before 2022.
As a result, we and investors in the ADSs were deprived of the benefits of such PCAOB inspections. The inability of the PCAOB to
conduct inspections of auditors in China in the past has made it more difficult to evaluate the effectiveness of our independent registered public
accounting firm’s audit procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB
inspections. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland
China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.
However, if the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in
mainland China and Hong Kong, and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our
financial statements filed with the Securities and Exchange Commission, we and investors in our ADSs would be deprived of the benefits of
such PCAOB inspections again, which could cause investors and potential investors in the ADSs to lose confidence in our audit procedures and
reported financial information and the quality of our financial statements.
Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or
investigate completely auditors located in China. The delisting of the ADSs, or the threat of their being delisted, may materially and
adversely affect the value of your investment.
Pursuant to the HFCAA, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has
not been subject to inspections by the PCAOB for two consecutive years, the SEC will prohibit our shares or ADSs from being traded on a
national securities exchange or in the over-the-counter trading market in the United States.
On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or
investigate completely registered public accounting firms headquartered in mainland China and Hong Kong and our auditor was subject to that
determination. In May 2022, the SEC conclusively listed us as a Commission-Identified Issuer under the HFCAA following the filing of our
annual report on Form 20-F for the fiscal year ended December 31, 2021. On December 15, 2022, the PCAOB removed mainland China and
Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. For this
reason, we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file this annual report on Form 20-F for
the fiscal year ended December 31, 2022.
Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong
Kong, among other jurisdictions. If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely
accounting firms in mainland China and Hong Kong and we use an accounting firm headquartered in one of these jurisdictions to issue an audit
report on our financial statements filed with the Securities and Exchange Commission, we would be identified as a Commission-Identified
Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year. In accordance with the HFCAA, our securities would
be prohibited from being traded on a national securities exchange or in the over-the-counter trading market in the United States if we are
identified as a Commission-Identified Issuer for two consecutive years in the future. Although our Class A ordinary shares have been listed on
the Hong Kong Stock Exchange and the ADSs and Class A ordinary shares are fully fungible, we cannot assure your that an active trading
market for our Class A ordinary shares on the Hong Kong Stock Exchange will be sustained or that the ADSs can be converted and traded with
sufficient market recognition and liquidity, if our shares and ADSs are prohibited from trading in the United States. A prohibition of being able
to trade in the United States would substantially impair your ability to sell or purchase our ADSs when you wish to do so, and the risk and
uncertainty associated with delisting would have a negative impact on the price of our ADSs. Also, such a prohibition would significantly
affect our ability to raise capital on terms acceptable to us, or at all, which would have a material adverse impact on our business, financial
condition, and prospects.
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RISKS RELATED TO OUR SHARES AND ADSs
We adopt different practices as to certain matters as compared with many other companies listed on the Hong Kong Stock Exchange.
We completed our public offering in Hong Kong in September 2020 and the trading of our Class A ordinary shares on the Hong Kong
Stock Exchange commenced on September 29, 2020 under the stock code “2057.” As a company listed on the Hong Kong Stock Exchange
pursuant to Chapter 19C of the Hong Kong Listing Rules, we are not subject to certain provisions of the Hong Kong Listing Rules pursuant to
Rule 19C.11, including, among others, rules on notifiable transactions, connected transactions, share option schemes, content of financial
statements as well as certain other continuing obligations. In addition, in connection with the listing of our Class A ordinary shares on the Hong
Kong Stock Exchange, we obtained a number of waivers and/or exemptions from strict compliance with the Hong Kong Listing Rules, the
Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Takeovers Codes and the SFO. As a result, we will adopt different
practices as to those matters as compared with other companies listed on the Hong Kong Stock Exchange that do not enjoy those exemptions or
waivers.
Furthermore, if 55% or more of the total worldwide trading volume, by dollar value, of our Class A ordinary shares and ADSs over
our most recent fiscal year takes place on the Hong Kong Stock Exchange, the Hong Kong Stock Exchange will regard us as having a dual
primary listing in Hong Kong and we will no longer enjoy certain exemptions or waivers from strict compliance with the requirements under
the Hong Kong Listing Rules, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Takeovers Codes and the SFO,
which could result in us having to amend our corporate structure and articles of association and our incurring of incremental compliance costs.
In November 2022, our board of directors approved a motion to pursue the voluntary conversion to dual-primary listing on the Hong
Kong Stock Exchange (the “Primary Conversion”), and authorized our senior management to proceed with the relevant preparatory work and
undertake the necessary procedures to complete the Primary Conversion. In December 2022, we received the acknowledgement from the Hong
Kong Stock Exchange in respect of the application for the Primary Conversion. The effective date (the “Effective Date”) on which the Primary
Conversion shall become effective is expected to be May 1, 2023. After the Primary Conversion, we will be dual primary listed on the Hong
Kong Stock Exchange and New York Stock Exchange, and our Class A ordinary shares and ADSs will continue to be traded on both stock
exchanges (as the case may be) and remain mutually fungible. The Primary Conversion is conditional upon and subject to, among other things,
compliance with the Hong Kong Listing Rules and the obtaining of the necessary waivers from the Hong Kong Stock Exchange, and we cannot
assure you that we can obtain the relevant waivers.
The trading prices of our ADSs and Class A ordinary shares have been and are likely to continue to be volatile, which could result in
substantial losses to holders of our Class A ordinary shares and/or ADSs.
The trading prices of our ADSs and Class A ordinary shares have been and are likely to continue to be volatile and could fluctuate
widely in response to a variety of factors, many of which are beyond our control. For example, the high and low closing prices of our ADSs on
NYSE in 2022 were US$16.80 and US$31.60, respectively. Likewise, the high and low closing prices of our Class A ordinary shares on the
Hong Kong Stock Exchange in 2022 were HK$131.90 and HK$246.00, respectively.
Fluctuation in the trading prices of our listed securities may occur due to broad market and industry factors, including the performance
and fluctuation of the market prices of other companies with business operations located mainly in China that have listed their securities in
Hong Kong and/or the United States. Furthermore, stock markets in general have experienced extreme price and volume fluctuations that have
often been unrelated or disproportionate to the operating performance of companies like us. Volatility or a lack of positive performance in the
trading price of our listed securities may also adversely affect our ability to retain key employees, most of whom have been granted options or
other equity incentives. In addition to market and industry factors, the price and trading volume for our listed securities may be highly volatile
for factors specific to our own operations, including the following:
● variations in our revenues, earnings and cash flow;
● announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors;
● announcements of new offerings, solutions and expansions by us or our competitors;
● changes in financial estimates by securities analysts;
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● detrimental adverse publicity about us, our services or our industry;
● additions or departures of key personnel;
● release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; and
● potential litigation or regulatory investigations.
Any of these factors may result in large and sudden changes in the volume and price at which our ADSs or Class A ordinary shares
will trade.
Our dual-class share structure with different voting rights will limit your ability to influence corporate matters and could discourage others
from pursuing any change of control transactions that holders of our Class A ordinary shares and ADSs may view as beneficial.
We have a dual-class share structure such that our ordinary shares consist of Class A ordinary shares and Class B ordinary shares. In
respect of matters requiring the votes of shareholders, on a poll holders of Class A ordinary shares are entitled to one vote per share, while
holders of Class B ordinary shares are entitled to ten votes per share based on our dual-class share structure. Our ADSs represent underlying
Class A ordinary shares. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while
Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any sale, transfer, assignment or
disposition of any Class B ordinary shares by a holder thereof to any person or entity which is not an affiliate of such holder or upon a change
of ultimate beneficial ownership of any Class B ordinary shares to any person who is not an affiliate of the holder of such Class B ordinary
shares, such Class B ordinary shares shall be automatically and immediately converted into the equal number of Class A ordinary shares.
As of the date of this annual report, Zto Lms Holding Limited, a British Virgin Islands company wholly beneficially owned by The
LMS Family Trust, with Mr. Meisong Lai as the settlor and Mr. Meisong Lai and his family members as beneficiaries, holds 206,100,000 Class
B ordinary shares. Due to the disparate voting powers associated with our dual-class share structure, Mr. Meisong Lai holds 77.6% of the
aggregate voting power of our company as of March 31, 2023. As a result of the dual-class share structure and the concentration of ownership,
Mr. Meisong Lai has considerable influence over matters such as decisions regarding mergers, consolidations and the sale of all or substantially
all of our assets, election of directors and other significant corporate actions. He may take actions that are not in the best interest of us or our
other shareholders. This concentration of ownership may discourage, delay or prevent a change in control of our company, which could have
the effect of depriving our other shareholders of the opportunity to receive a premium for their shares as part of a sale of our company and may
reduce the price of our listed securities. This concentrated control will limit your ability to influence corporate matters and could discourage
others from pursuing any potential merger, takeover or other change of control transactions that holders of Class A ordinary shares and/or
ADSs may view as beneficial.
As we are listed as a Grandfathered Greater China Issuer pursuant to Chapter 19C of the Hong Kong Listing Rules (Secondary
Listings of Qualifying Issuers) with a WVR structure, certain shareholder protection measures and governance safeguards under Chapter 8A of
the Hong Kong Listing Rules (Weighted Voting Rights) do not apply to us pursuant to Rule 8A.46 and our memorandum and articles of
association differ from Chapter 8A in a number of ways. As a result, our memorandum and articles of association provide less shareholder
protection and have fewer governance safeguards than if our company were subject to Chapter 8A in its entirety.
Techniques employed by short sellers may drive down the market price of our ADSs.
Short selling is the practice of selling securities that the seller does not own but rather has borrowed from a third party with the
intention of buying identical securities back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of
the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay less in
that purchase than it received in the sale. As it is in the short seller’s interest for the price of the security to decline, many short sellers publish,
or arrange for the publication of, negative opinions regarding the relevant issuer and its business prospects in order to create negative market
momentum and generate profits for themselves after selling a security short. These short attacks have, in the past, led to selling of shares in the
market.
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Public companies listed in the United States that have substantially all of their operations in China have been the subject of short
selling. Much of the scrutiny and negative publicity has centered on allegations of a lack of effective internal control over financial reporting
resulting in financial and accounting irregularities and mistakes, inadequate corporate governance policies or a lack of adherence thereto and, in
many cases, allegations of fraud. As a result, many of these companies are now conducting internal and external investigations into the
allegations and, in the interim, are subject to shareholder lawsuits and/or U.S. government enforcement actions.
It is not clear what effect such negative publicity could have on us. If we were to become the subject of any unfavorable allegations,
whether such allegations are proven to be true or untrue, we could have to expend a significant amount of resources to investigate such
allegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the
manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable state law or issues of
commercial confidentiality. Such a situation could be costly and time-consuming and could distract our management from growing our
business. Even if such allegations are ultimately proven to be groundless, allegations against us could severely impact our business operations
and stockholder’s equity, and any investment in our ADSs could be greatly reduced or rendered worthless.
Certain existing shareholders have substantial influence over our company and their interests may not be aligned with the interests of our
other shareholders.
As of March 31, 2023, our directors and officers collectively own an aggregate of 79.4% of the total voting power of our outstanding
ordinary shares. As a result, they have substantial influence over our business, including significant corporate actions such as mergers,
consolidations, sales of all or substantially all of our assets, election of directors and other significant corporate actions. They may take actions
that are not in the best interest of us or our other shareholders. This concentration of ownership may discourage, delay or prevent a change in
control of our company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our
company and may reduce the price of our Class A ordinary shares and ADSs. These actions may be taken even if they are opposed by our other
shareholders, including our ADS holders. In addition, the significant concentration of share ownership may adversely affect the trading price of
our Class A ordinary shares and/or ADSs due to investors’ perception that conflicts of interest may exist or arise.
We have granted, and may continue to grant, share incentives, which may result in increased share-based compensation expenses.
In 2016, we adopted the 2016 Share Incentive Plan for the purpose of granting share-based compensation awards to employees,
directors and consultants to incentivize their performance and align their interests with ours. We account for compensation costs for all share
options using a fair value-based method and recognize expenses in our consolidated statements of comprehensive income in accordance with
U.S. GAAP. In June 2016, we also established an employee shareholding platform to allow our employees in the PRC to receive share
incentives. We account for shared-based compensation for these share incentive awards using a fair value-based method and recognize
expenses in our consolidated statements of comprehensive income in accordance with U.S. GAAP. We will incur additional share-based
compensation expenses in the future as we continue to grant share incentives using the ordinary shares reserved for this platform. See “Item 6.
Directors, Senior Management and Employees—B. Compensation of Directors and Executive Officers-2016 Share Incentive Plan” and “Item
6. Directors, Senior Management and Employees—B. Compensation of Directors and Executive Officers—Employee Share Holding
Platform.” We believe the granting of share-based compensation is of significant importance to our ability to attract and retain key personnel
and employees, and we will continue to grant share-based compensation to employees in the future. As a result, our expenses associated with
share-based compensation may increase, which may have an adverse effect on our results of operations.
If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations
regarding our Class A ordinary shares and/or ADSs, the market price for our Class A ordinary shares and/or ADSs and trading volume
could decline.
The trading market for our Class A ordinary shares and/or ADSs will be influenced by research or reports that industry or securities
analysts publish about our business. If one or more analysts who cover us downgrade our Class A ordinary shares and/or ADSs, the market
price for our Class A ordinary shares and/or ADSs would likely decline. If one or more of these analysts cease to cover us or fail to regularly
publish reports on us, we could lose visibility in the financial markets, which in turn could cause the market price of or trading volume for our
Class A ordinary shares and/or ADSs to decline.
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The sale or availability for sale of substantial amounts of our listed securities could adversely affect their respective market price.
Sales of substantial amounts of our Class A ordinary shares and/or ADSs in the public market, or the perception that these sales could
occur, could adversely affect the market price of such securities and could materially impair our ability to raise capital through equity offerings
in the future. We cannot predict what effect, if any, market sales of securities held by our significant shareholders or any other shareholder or
the availability of these securities for future sale will have on the market price of our Class A ordinary shares and/or ADSs.
Negative publicity may harm our brand and reputation and have a material adverse effect on our business.
Negative publicity about us, including our services, management, business model and practices, compliance with applicable rules,
regulations and policies, or our network partners may materially and adversely harm our brand and reputation and have a material adverse
effect on our business. We cannot assure you that we will be able to defuse any such negative publicity within a reasonable period of time, or at
all. Additionally, allegations, directly or indirectly against us, may be posted on the internet by anyone on a named or anonymous basis, and can
be quickly and widely disseminated. Information posted may be inaccurate, misleading and adverse to us, and it may harm our reputation,
business or prospects. The harm may be immediate without affording us an opportunity for redress or correction. Our reputation may be
negatively affected as a result of the public dissemination of negative and potentially inaccurate or misleading information about our business
and operations, which in turn may materially adversely affect our relationships with our customers, employees or business partners, and
adversely affect the price of our Class A ordinary shares and/or ADSs.
Because we do not expect to pay regular dividends in the foreseeable future, investors must mainly rely on price appreciation of our Class A
ordinary shares and/or ADSs for return on their investments.
We intend to retain most of our available funds and any future earnings to fund the development and growth of our business. On
March 14, 2023, our board of directors approved a special dividend of US$0.37 per ADS or share for 2022, and will be paid to shareholders of
record as of the close of business on April 6, 2023. Investors should not rely on an investment in our Class A ordinary shares and/or ADSs as a
source for any future dividend income.
Our board of directors has discretion as to whether to distribute dividends. In addition, our shareholders may by ordinary resolution
declare dividends, but no dividend may exceed the amount recommended by our directors. Even if our board of directors decides to declare and
pay dividends, the timing, amount and form of future dividends, if any, will depend on our future results of operations and cash flow, our
capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual
restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on investments in our Class A ordinary shares
and/or ADSs will likely depend entirely upon any future price appreciation of such securities. There is no guarantee that our listed securities
will appreciate in value or even maintain the price at which investors purchased the securities. Investors may not realize a return on investment
in our Class A ordinary shares and/or ADSs and may even lose the entire investment.
Our memorandum and articles of association contain anti-takeover provisions that could have a material adverse effect on the rights of
holders of our Class A ordinary shares and ADSs.
Our memorandum and articles of association contain provisions that have the potential to limit the ability of others to acquire control
of our company or cause us to engage in change-of-control transactions. For example, such provisions include a dual-class share structure that
gives greater voting power to the Class B ordinary shares beneficially owned by our founder. These provisions could have the effect of
depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from
seeking to obtain control of our company in a tender offer or similar transaction. Our board of directors has the authority, without further action
by our shareholders, to issue preferred shares in one or more series and to fix their designations, powers, preferences, privileges, and relative
participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting
rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our ordinary shares,
in the form of ADS or otherwise. Preferred shares could be issued quickly with terms calculated to delay or prevent a change in control of our
company or make removal of management more difficult. If our board of directors decides to issue preferred shares, the price of our Class A
ordinary shares and/or ADSs may fall and the voting and other rights of the holders of our ordinary shares and/or ADSs may be materially and
adversely affected.
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You may face difficulties in protecting your interests, and your ability to protect your rights through Hong Kong or U.S. courts may be
limited, because we are incorporated under Cayman Islands law.
We are an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our
memorandum and articles of association, the Companies Act (As Revised) of the Cayman Islands and the common law of the Cayman Islands.
The rights of shareholders to take actions against the directors, actions by minority shareholders and the fiduciary duties of our directors to us
under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands
is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the
decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and
the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial
precedent in some jurisdictions in the United States or in Hong Kong. In particular, the Cayman Islands has a less developed body of securities
laws than the United States or Hong Kong. For example, some U.S. states, such as Delaware, have more fully developed and judicially
interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a
shareholder derivative action in a federal court of the United States or a Hong Kong court.
Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate
records (other than copies of our memorandum and articles of association, our register of mortgages and charges and any special resolution
passed by our shareholders) or to obtain copies of lists of shareholders of these companies. Our directors have discretion under our
memorandum and articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by
our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the
information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a
proxy contest.
Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for
companies incorporated in other jurisdictions such as the United States and Hong Kong. To the extent we choose to follow home country
practice with respect to corporate governance matters, our shareholders may be afforded less protection than they otherwise would under rules
and regulations applicable to U.S. domestic issuers or companies incorporated in Hong Kong.
As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions
taken by our management, members of the board of directors or controlling shareholders than they would as public shareholders of a company
incorporated in the United States or Hong Kong.
Certain judgments obtained against us by our shareholders may not be enforceable.
We are a Cayman Islands exempted company. We conduct our operations in China and substantially all of our assets are located in
China. In addition, many of our directors and senior management named in this annual report reside outside the United States or Hong Kong,
and most of the assets of these persons are located outside the United States or Hong Kong. As a result, it may be difficult or impossible for
shareholders to bring an action against us or against these individuals in the United States or Hong Kong in the event that shareholders believe
that their rights have been infringed under the U.S. federal securities laws, Hong Kong securities laws or otherwise. Even if shareholders are
successful in bringing an action of this kind, the laws of the Cayman Islands and of China may render them unable to enforce a judgment
against our assets or the assets of our directors and officers.
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Holders of our ADSs may have fewer rights than holders of our ordinary shares and must act through the depositary to exercise those
rights.
Holders of ADSs do not have the same rights as our shareholders and may only exercise the voting rights with respect to the
underlying Class A ordinary shares represented by the ADSs in accordance with the provisions of the deposit agreement. Holders of ADSs may
not call a shareholders’ meeting, and do not have any direct right to attend general meetings of our shareholders or to cast any votes at such
meetings. Under our memorandum and articles of association, an annual general meeting shall be called by not less than 21 days’ notice in
writing and any other general meeting (including an extraordinary general meeting) shall be called by not less than 14 days’ notice in writing.
Under the deposit agreement, ADS holders must vote by giving voting instructions to the depositary. If we ask for ADS holders’ instructions,
then upon receipt of such voting instructions, the depositary will try to vote the underlying Class A ordinary shares in accordance with these
instructions. If we do not instruct the depositary to ask for ADS holders’ instructions, the depositary may still vote in accordance with
instructions given by ADS holders, but it is not required to do so. ADS holders will not be able to directly exercise their rights to vote with
respect to the underlying Class A ordinary shares represented by the ADSs unless they withdraw the Class A ordinary shares and become the
registered holders of such Class A ordinary shares prior to the record date for the general meeting.
When a shareholders’ meeting is convened, holders of ADSs may not receive sufficient notice of a shareholders’ meeting to permit
withdrawal of the underlying Class A ordinary shares represented by their ADSs to allow them to cast their votes with respect to any specific
matter. If we ask for ADS holders’ instructions, the depositary will notify ADS holders of the upcoming vote and will arrange to deliver our
voting materials to the ADS holders. We have agreed to give the depositary at least 30 days’ prior notice of our shareholder meetings.
Nevertheless, the depositary and its agents may not be able to send voting instructions to holders of ADSs or carry out their voting instructions
in a timely manner. We will make all reasonable efforts to cause the depositary to extend voting rights to holders of ADSs in a timely manner,
but we cannot assure that holders of ADSs will receive the voting materials in time to ensure that they can instruct the depositary to vote their
ADSs. Furthermore, the depositary and its agents will not be responsible for any failure to carry out any instructions to vote, for the manner in
which any vote is cast or for the effect of any such vote. As a result, holders of ADSs may not be able to exercise their rights to vote and may
have no legal remedy if the underlying Class A ordinary shares represented by their ADSs are not voted as they requested.
Holders of our ADSs may be subject to limitations on transfer of their ADSs.
Our ADSs are transferable on the books of the depositary. However, the depositary may close its books at any time or from time to
time when it deems expedient in connection with the performance of its duties. The depositary may close its books from time to time for a
number of reasons, including in connection with corporate events such as an offering of rights, during which time the depositary needs to
maintain an exact number of ADS holders on its books for a specified period. The depositary may also close its books in emergencies, and on
weekends and public holidays. The depositary may refuse to deliver, transfer or register transfers of our ADSs generally when our share
register or the books of the depositary are closed, or at any time if we or the depositary thinks it is advisable to do so because of any
requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason.
We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions
applicable to United States domestic public companies.
Because we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and
regulations in the United States that are applicable to U.S. domestic issuers, including: (i) the rules under the Exchange Act requiring the filing
of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; (ii) the sections of the Exchange Act regulating the solicitation
of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; (iii) the sections of the Exchange Act
requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a
short period of time; and (iv) the selective disclosure rules by issuers of material nonpublic information under Regulation FD.
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We are required to file with the SEC an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we
intend to publish our results on a quarterly basis through press releases, distributed pursuant to the rules and regulations of the New York Stock
Exchange. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the
information that we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed
with the SEC by U.S. domestic issuers. As a result, investors may not be afforded the same protections or information, which would be made
available to investors, were they investing in a U.S. domestic issuer.
We incur increased costs as a result of being a public company, particularly after we have ceased to qualify as an “emerging growth
company.”
As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. The
Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and the New York Stock Exchange, impose various
requirements on the corporate governance practices of public companies. We expect these rules and regulations to increase our legal and
financial compliance costs and to make some corporate activities more time-consuming and costlier. As we are no longer an “emerging growth
company,” we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the
requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other rules and regulations of the SEC. For example, as a result of
becoming a public company, we need to increase the number of independent directors and adopt policies regarding internal controls and
disclosure controls and procedures. We also expect that operating as a public company will make it more difficult and more expensive for us to
obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher
costs to obtain the same or similar coverage. In addition, we incur additional costs associated with our public company reporting requirements.
It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. We will also incur
additional costs as a result of the Listing on the Hong Kong Stock Exchange. We are currently evaluating and monitoring developments with
respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may
incur or the timing of such costs.
We were named as a defendant in certain putative shareholder class action lawsuits in the United States, and we may be involved in
more class action lawsuits in the future. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—
Legal Proceedings.” Such lawsuits could divert a significant amount of our management’s attention and other resources from our business and
operations, which could harm our results of operations and require us to incur significant expenses to defend the lawsuits. Any such class action
suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is
successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial
condition and results of operations.
There can be no assurance that we will not be a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for any
taxable year, which could result in adverse U.S. federal income tax consequences to U.S. Holders of our ADSs, notes or Class A ordinary
shares.
We will be considered a passive foreign investment company, or PFIC, for any taxable year if either (i) 75% or more of its gross
income for such year consists of certain types of “passive” income (the “income test”); or (ii) 50% or more of the value of its assets (generally
determined on the basis of a quarterly average) during such year is attributable to assets that produce or are held for the production of passive
income (the “asset test”).
Although the law in this regard is unclear, we treat our consolidated VIE and its subsidiaries as being owned by us for United States
federal income tax purposes because we control their management decisions and we are entitled to substantially all of the economic benefits,
and, as a result, we consolidate their results of operations in our U.S. GAAP financial statements and treat them as being owned by us for
United States federal income tax purposes. If it were determined, however, that we are not the owner of our consolidated VIE and its
subsidiaries for U.S. federal income tax purposes, we may be treated as a PFIC for the current taxable year and in future taxable years.
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Assuming that we are the owner of the VIE for U.S. federal income tax purposes, and based upon our income and assets, and the
market price of our ADSs, we do not believe we were a PFIC for the taxable year ended December 31, 2022 and we do not anticipate becoming
a PFIC in the current taxable year or in the foreseeable future. While we do not anticipate being or becoming a PFIC in the current or
foreseeable taxable years, no assurance can be given in this regard because the determination of whether we will be or become a PFIC is a
factual determination made annually that will depend, in part, upon the composition of our income and assets. Fluctuations in the market price
of our Class A ordinary shares and/or ADSs may cause us to become a PFIC for the current or future taxable years because the value of our
assets for purposes of the asset test, including the value of our goodwill and other unbooked intangibles, may be determined by reference to the
market price of our Class A ordinary shares and/or ADSs from time to time (which may be volatile). If our market capitalization subsequently
declines, we may be or become classified as a PFIC for the current taxable year or future taxable years.
If we are a PFIC in any taxable year, a U.S. Holder (as defined in “Item 10. Additional Information—E. Taxation—United States
Federal Income Tax Considerations”) may incur significantly increased United States income tax on gain recognized on the sale or other
disposition of the ADSs or Class A ordinary shares or on the notes and on the receipt of distributions on the ADSs or Class A ordinary shares
(and certain constructive distributions on the notes) to the extent such distribution is treated as an “excess distribution” under the United States
federal income tax rules, and such U.S. Holder may be subject to burdensome reporting requirements. Further, if we are a PFIC for any year
during which a U.S. Holder holds our ADSs, Class A ordinary shares, or the notes, we will generally continue to be treated as a PFIC for all
succeeding years during which such U.S. Holder holds our ADSs, Class A ordinary shares, or the notes. For more information, see Item 10.
Additional Information—E. Taxation—United States Federal Income Tax Considerations—United States Federal Income Tax Rules.
The different characteristics of the capital markets in Hong Kong and the U.S. may negatively affect the trading prices of our Class A
ordinary shares and/or ADSs.
As dual-listed company, we are subject to Hong Kong and NYSE listing and regulatory requirements concurrently. The Hong Kong
Stock Exchange and NYSE have different trading hours, trading characteristics (including trading volume and liquidity), trading and listing
rules, and investor bases (including different levels of retail and institutional participation). As a result of these differences, the trading prices of
our Class A ordinary shares and our ADSs may not be the same, even allowing for currency differences. Fluctuations in the price of our ADSs
due to circumstances peculiar to the U.S. capital markets could materially and adversely affect the price of our Class A ordinary shares, or vice
versa. Certain events having significant negative impact specifically on the U.S. capital markets may result in a decline in the trading price of
our Class A ordinary shares notwithstanding that such event may not impact the trading prices of securities listed in Hong Kong generally or to
the same extent, or vice versa.
Exchange between our Class A ordinary shares and our ADSs may adversely affect the liquidity and/or trading price of each other.
Our ADSs are currently traded on the NYSE. Subject to compliance with U.S. securities law and the terms of the deposit agreement,
holders of our Class A ordinary shares may deposit Class A ordinary shares with the depositary in exchange for the issuance of our ADSs. Any
holder of ADSs may also withdraw the underlying Class A ordinary shares represented by the ADSs pursuant to the terms of the deposit
agreement for trading on the Hong Kong Stock Exchange. In the event that a substantial number of Class A ordinary shares are deposited with
the depositary in exchange for ADSs or vice versa, the liquidity and trading price of our Class A ordinary shares on the Hong Kong Stock
Exchange and our ADSs on the NYSE may be adversely affected.
The time required for the exchange between Class A ordinary shares and ADSs might be longer than expected and investors might not be
able to settle or effect any sale of their securities during this period, and the exchange of Class A ordinary shares into ADSs involves costs.
There is no direct trading or settlement between the NYSE and the Hong Kong Stock Exchange on which our ADSs and our Class A
ordinary shares are respectively traded. In addition, the time differences between Hong Kong and New York, unforeseen market circumstances
or other factors may delay the deposit of Class A ordinary shares in exchange of ADSs or the withdrawal of Class A ordinary shares underlying
the ADSs. Investors will be prevented from settling or effecting the sale of their securities during such periods of delay. In addition, there is no
assurance that any exchange of Class A ordinary shares into ADSs (and vice versa) will be completed in accordance with the timelines that
investors may anticipate.
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Furthermore, the depositary for the ADSs is entitled to charge holders fees for various services including for the issuance of ADSs
upon deposit of Class A ordinary shares, cancelation of ADSs, distributions of cash dividends or other cash distributions, distributions of ADSs
pursuant to share dividends or other free share distributions, distributions of securities other than ADSs and annual service fees. As a result,
shareholders who exchange Class A ordinary shares into ADSs, and vice versa, may not achieve the level of economic return the shareholders
may anticipate.
An active trading market for our Class A ordinary shares on the Hong Kong Stock Exchange might not be sustained and trading prices of
our Class A ordinary shares might fluctuate significantly.
We cannot assure you that an active trading market for our ordinary shares on the Hong Kong Stock Exchange will be sustained. The
trading price or liquidity for our ADSs on the NYSE might not be indicative of those of our Class A ordinary shares on the Hong Kong Stock
Exchange. If an active trading market of our Class A ordinary shares on the Hong Kong Stock Exchange is not sustained, the market price and
liquidity of our Class A ordinary shares could be materially and adversely affected.
In 2014, the Hong Kong, Shanghai and Shenzhen Stock Exchanges collaborated to create an inter-exchange trading mechanism called
Stock Connect that allows international and mainland Chinese investors to trade eligible equity securities listed in each other’s markets through
the trading and clearing facilities of their home exchange. Stock Connect currently covers over 2,000 equity securities trading in the Hong
Kong, Shanghai and Shenzhen markets. Stock Connect allows mainland Chinese investors to trade directly in eligible equity securities listed on
the Hong Kong Stock Exchange, known as Southbound Trading; without Stock Connect, mainland Chinese investors would not otherwise have
a direct and established means of engaging in Southbound Trading. In October 2019, the Shanghai and Shenzhen Stock Exchanges separately
announced their amended implementation rules in connection with Southbound Trading to include shares of WVR companies to be traded
through Stock Connect. However, since these rules are relatively new, there remains uncertainty as to the implementation details, especially
with respect to shares of those companies with a secondary listing on the Hong Kong Stock Exchange. It is unclear whether and when the Class
A ordinary shares of our company, a WVR company with a secondary listing in Hong Kong, will be eligible to be traded through Stock
Connect, if at all. The ineligibility or any delay of our Class A ordinary shares for trading through Stock Connect will affect mainland Chinese
investors’ ability to trade our Class A ordinary shares and therefore may limit the liquidity of the trading of our Class A ordinary shares on the
Hong Kong Stock Exchange.
There is uncertainty as to whether Hong Kong stamp duty will apply to the trading or conversion of our ADSs.
In connection with our initial public offering of Class A ordinary shares in Hong Kong, or the Hong Kong IPO, we have established a
branch register of members in Hong Kong, or the Hong Kong share register. Our Class A ordinary shares that are traded on the Hong Kong
Stock Exchange, including those issued in the Hong Kong IPO and those that may be converted from ADSs, are registered on the Hong Kong
share register, and the trading of these Class A ordinary shares on the Hong Kong Stock Exchange will be subject to the Hong Kong stamp
duty. To facilitate ADS-ordinary share conversion and trading between NYSE and the Hong Kong Stock Exchange, we also moved a portion of
our issued Class A ordinary shares from our register of members maintained in the Cayman Islands to our Hong Kong share register.
Under the Hong Kong Stamp Duty Ordinance, any person who effects any sale or purchase of Hong Kong stock, defined as stock the
transfer of which is required to be registered in Hong Kong, is required to pay Hong Kong stamp duty. The ad valorem stamp duty is currently
set at a total rate of 0.26% of the greater of the consideration for, or the value of, shares transferred, with 0.13% payable by each of the buyer
and the seller.
To the best of our knowledge, Hong Kong stamp duty has not been levied in practice on the trading or conversion of ADSs of
companies that are listed in both the United States and Hong Kong and that have maintained all or a portion of their ordinary shares, including
ordinary shares underlying ADSs, in their Hong Kong share registers. However, it is unclear whether, as a matter of Hong Kong law, the
trading or conversion of ADSs of these dual-listed companies constitutes a sale or purchase of the underlying Hong Kong-registered ordinary
shares that is subject to Hong Kong stamp duty. We advise investors to consult their own tax advisors on this matter. If Hong Kong stamp duty
is determined by the competent authority to apply to the trading or conversion of our ADSs, the trading price and the value of your investment
in our Class A ordinary shares and/or ADSs may be affected.
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ITEM 4. INFORMATION ON THE COMPANY
A. History and Development of the Company
We commenced our express delivery service business through Shanghai Zhongtongji Express Service Co., Ltd., or Shanghai
Zhongtongji, in Shanghai, China in January 2009. Prior to 2014, we operated express delivery services in Shanghai, Anhui Province, Jiangsu
Province and Zhejiang Province through Shanghai Zhongtongji, which authorized and cooperated with third-party business partners to operate
ZTO-branded express delivery services elsewhere in China.
In January 2013, the shareholders who separately owned Shanghai Zhongtongji and 15 network partners located in the cities and
provinces mentioned above, established ZTO Express, as the holding company to hold the businesses of Shanghai Zhongtongji and the 15
network partners.
In January 2014, ZTO Express acquired businesses and assets of Shanghai Zhongtongji and eight network partners that were wholly
owned by some of the shareholders who formed ZTO Express.
In October 2015, ZTO Express and its wholly owned subsidiaries acquired express delivery businesses from 16 network partners and
their respective shareholders in exchange for equity interest in ZTO Express (Cayman) Inc. and cash.
In April 2015, ZTO Express (Cayman) Inc. was incorporated under the laws of the Cayman Islands as our offshore holding company
to facilitate financing and offshore listing. Upon its incorporation, ZTO Express (Cayman) Inc. issued 600,000,000 ordinary shares to the
British Virgin Islands holding vehicles of the then shareholders of ZTO Express, in proportion to these shareholders’ then respective
share percentage in ZTO Express. ZTO Express (Cayman) Inc. established ZTO Express Limited in British Virgin Islands as its wholly-owned
subsidiary in April 2015. ZTO Express Limited subsequently established ZTO Express (Hong Kong) Limited as its wholly owned subsidiary in
May 2015.
In July 2015, ZTO Express (Hong Kong) Limited established a wholly owned PRC subsidiary, Shanghai Zhongtongji Network. Due to
the PRC legal restrictions on foreign ownership in companies that provide mail delivery services in China, we carry out our express delivery
business through ZTO Express, a domestic PRC company, equity interests in which are held by PRC citizens and companies established in
Shanghai China.
Zhongtongji Network entered into a series of contractual arrangements, including an exclusive call option agreement, an equity pledge
agreement, a voting rights proxy agreement, as described in more detail below, irrevocable powers of attorney and an exclusive consulting and
services agreement and its supplemental agreement, with ZTO Express and its shareholders, and obtained spousal consent letters by the spouses
of six key shareholders of ZTO Express. These shareholders are Messrs. Meisong Lai, Jianfa Lai, Jilei Wang, Xiangliang Hu, Shunchang
Zhang and Xuebing Shang, collectively holding 73.8% of equity interest in ZTO Express.
As a result of these contractual arrangements, we are able to direct the activities of, and are the primary beneficiary of, ZTO Express.
ZTO Express is therefore the consolidated affiliated entity, or the VIE, which generally refers to an entity in which we do not have any equity
interests but whose financial results are consolidated into our consolidated financial statements in accordance with U.S. GAAP because we
have effective financial control over, and are the primary beneficiary of, that entity. We treat ZTO Express and its subsidiaries as the
consolidated affiliated entities under U.S. GAAP and have consolidated their financial results in our consolidated financial statements in
accordance with U.S. GAAP. However, those contractual arrangements may not be as effective in providing us with the ability to direct the
operational activities as direct ownership.
On October 27, 2016, our ADSs commenced trading on the NYSE under the symbol “ZTO.” We raised from our initial public offering
approximately $1.4 billion in net proceeds after deducting underwriting commissions and the offering expenses payable by us.
In May 2017, we announced a US$300 million share repurchase program and repurchased an aggregate of 9,759,888 ADSs at an
average purchase price of US$14.12, including repurchase commissions, under this program as of May 21, 2018.
In May 2018, Alibaba and Cainiao Network entered into a strategic transaction with us. Pursuant to the transaction terms, investors led
by Alibaba and Cainiao Network invested US$1.38 billion in our company in exchange for approximately 10% of our equity interest at that
time and obtained certain shareholder rights in our company. The transaction was completed in June 2018.
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In June 2018, we made a strategic investment of approximately US$168 million to acquire approximately 15% of equity stake in
Cainiao Post, Cainiao Network’s network of last-mile delivery stations. Our strategic investment in Cainiao Post was done in conjunction with
four other leading express delivery companies in China, including YTO Express, STO Express, Yunda Express, and Best Inc., in the aggregate
amount of approximately US$495 million.
In November 2018, we announced a new share repurchase program whereby we were authorized to repurchase our own Class A
ordinary shares, in the form of ADSs, with an aggregate value of up to US$500 million during an 18-month period thereafter. The term of the
share repurchase plan was extended to June 30, 2021 as approved by our board in March 2020. In March 2021, the board of directors approved
changes to the share repurchase program, increasing the aggregate value of shares that may be repurchased from US$500 million to US$1
billion and extending the effective time by two years through June 30, 2023. In November 2022, the board of directors approved further
changes to the share repurchase program, increasing the aggregate value of shares that may be repurchased from US$1 billion to US$1.5 billion
and extending the effective time by one year through June 30, 2024. As of March 31, 2023, we have purchased an aggregate of 36,560,249
ADSs at a weighted average purchase price of US$25.20 per ADS, including repurchase commissions.
On September 29, 2020, our Class A ordinary shares commenced trading on the Main Board of the Hong Kong Stock Exchange under
the stock code “2057.” We raised from our listing in Hong Kong approximately HK$11.1 billion (US$1.4 billion) in net proceeds after
deducting underwriting commissions and the offering expenses payable by us.
In September 2022, we completed an offering of US$1 billion in aggregate principal amount of convertible senior notes due 2027, or
the 2027 Notes. The 2027 Notes bear interest at a rate of 1.50% per year, payable semiannually in arrears on March 1 and September 1 of each
year, beginning on March 1, 2023. The 2027 Notes will mature on September 1, 2027, unless earlier redeemed, repurchased or converted in
accordance with their terms prior to such date. The holders may require us to repurchase for cash all or part of 2027 Notes on September 2,
2025, or upon a fundamental change, at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued
and unpaid interest. In connection with the offering of the 2027 Notes, we have entered into capped call transactions with certain
counterparties. The cap price of the capped call transactions is initially US$36.48 per ADS and is subject to adjustment under the terms of the
capped call transactions.
In November 2022, our board of directors approved a motion to pursue the Primary Conversion, and authorized our senior
management to proceed with the relevant preparatory work and undertake the necessary procedures to complete the Primary Conversion. In
December 2022, we received the acknowledgement from the Hong Kong Stock Exchange in respect of the application for the Primary
Conversion. The Effective Date on which the Primary Conversion shall become effective is expected to be May 1, 2023. After the Primary
Conversion, we will be a dual primary listed company on the Hong Kong Stock Exchange and NYSE, and our Class A ordinary shares and
ADSs will continue to be traded on both stock exchanges (as the case may be) and remain mutually fungible. The Primary Conversion is
conditional upon and subject to, among other things, the compliance with the Hong Kong Listing Rules, and the obtaining of the necessary
waivers from the Hong Kong Stock Exchange, and we cannot assure you that we can obtain the relevant waivers. See “Item 3. Key Information
—D. Risk Factors—Risks Related to Our Shares and ADSs—We adopt different practices as to certain matters as compared with many other
companies listed on the Hong Kong Stock Exchange.”
Our principal executive offices are located at Building One, No.1685 Huazhi Road, Qingpu District, Shanghai, 201708, People’s
Republic of China. Our telephone number at this address is +86 21 5980-4508. Our registered office in the Cayman Islands is located at the
offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. SEC maintains an
Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the
SEC on www.sec.gov. You can also find information on our website http://ir.zto.com. The information contained on our website is not a part of
this annual report.
B. Business Overview
We are a leading express delivery company in China. Through our network and together with our network partners, we provide
domestic and international express delivery services supplemented by other value-added services.
We have developed an extensive and reliable delivery network in China. As of December 31, 2022, our network infrastructure consists
of 98 sorting hubs with 458 automation lines, over 3,750 line-haul routes serviced by over 11,000 self-owned line-haul vehicles, and
approximate 5,900 direct network partners operating over 31,000 pickup/delivery outlets and over 80,000 last-mile posts. Our network covers
over 99% of cities and counties in China.
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Service Offerings by US and Our Network Partners
We mainly provide express deliveries in China of parcels weighing under 50 kilograms with expected delivery time ranging from 24
to 72 hours. Our delivery time has improved over time.
The following chart sets out the services provided by us and our network partners.
Key Category
Domestic Express
Express Delivery
Enterprise Customer
Services
Ancillary Services(1)
International Express
Regional
Cross-border
Service Offerings
● Intra-city Delivery
● Inter-city Delivery
● Customized one-stop express delivery solution for key
accounts
● Cash-on-Delivery Service
● Alternative Address Pick-up & Delivery
● Proof-of-delivery Collection
● Parcel Interception Service
● Reverse Logistics
● Others
● Hong Kong/Taiwan Door-to-Door Express Service
● International express services to key overseas markets
in cooperation with business partners
(1) Alternative Address Pick-up & Delivery service enables the sender to change the pick-up and destination address. Proof-of-delivery
Collection service is a kind of service where we collect the receipt signed by the recipient upon successfully delivering a parcel and send it
to the sender. Parcel Interception Service allows senders to intercept and redirect a parcel before it is scheduled for delivery or delivered to
its destination. As to Reverse Logistics service, the senders, such as the merchants on e-commerce platforms, may entrust us to pick up
goods from the designated addresses, such as consumer’s home and retail stores, and deliver the goods to the designated addresses, such as
factories and warehouses.
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Express delivery service process
The following diagram illustrates the process for the completion of a typical domestic delivery order in our network.
The full delivery fees collected by pickup outlets upfront from the senders typically comprise of (i) the pickup service fees, (ii) the
network transit fees payable to our company; and (iii) the last-mile delivery fees payable to network partners who operate the delivery outlets,
and individual couriers. After collection, pickup outlets would keep the pickup service fees, and pay the network transit fees and the last-mile
delivery fees to our company. We would then pass the last-mile delivery fees on to the applicable network partners who in turn would settle
with individual couriers accordingly. Since the third quarter of 2020, we have started to credit a portion of the last-mile delivery fees directly
into the corresponding individual couriers’ electronic accounts maintained in our settlement system. The specific proportion is determined by
the network partners, subject to the dollar amount per delivery set by us.
Step 1: Parcel Pickup. A pickup outlet operated by our network partner arranges for a courier to collect the parcel from the sender
(such as a merchant on e-commerce platform or an enterprise customer) once the pickup outlet has received a delivery order. Unless the sender
chooses pay-at-arrival service, the pickup outlet collects the full delivery service fee upfront from the sender at the time of pickup. All collected
parcels are then forwarded to our regional sorting hub once or twice per day depending on parcel volume. Typically, parcels that are picked up
before 6 p.m. will be shipped to our sorting hub on the same day. Each parcel is assigned a waybill with a unique tracking number and barcode
which, together with our automated systems, allows us to track the status of each individual parcel throughout the entire pickup, sorting and
delivery process.
Step 2: Parcel Sorting and Line-Haul Transportation. Upon the receipt of parcels shipped from various pickup outlets from locations
in their respective coverage area, the sorting hub sorts, further packs and dispatches parcels to the destination sorting hub. We provide line-haul
transportation services between sorting hubs. Barcodes on each waybill attached to the parcels are scanned as they go through each sorting and
transportation gateway, allowing us to keep track of the delivery service status of each parcel.
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Step 3: Parcel Delivery. Our destination sorting hub unloads and sorts the parcels, which are then delivered to the recipients by the
delivery outlets operated by our network partners. Once the recipient signs the waybill to confirm receipt, a full-service cycle is completed, and
settlement of the delivery service fee promptly ensues in our network payment settlement system.
Express delivery service pricing
The network transit fees that we charge our network partners for the express delivery services we provide to them primarily consist of
(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
parcel weight and route distance. We evaluate our pricing and make adjustments from time to time based on our operating costs, market
conditions and competitions as well as our service quality. For our direct network partners at the provincial level, we provide fee discounts to
those who significantly outperform the performance targets that we set.
Our service pricing is also be affected by the pricing adopted by our network partners, who have full discretion over the pricing of
their services; such pricing is reflected in the amount of full delivery service fees they collect upfront from senders. Our network partners
determine their pricing mainly based on their total costs, which primarily consists of the network transit fees we charge, the last-mile delivery
fees payable to the delivery network partners, as well as the outlet operating costs. We provide guidelines to set the last-mile delivery fees
together with network partners operating delivery outlets, where the guidelines are based on a variety of factors including the economic
environment, market conditions and business conditions of the outlets. We are able to monitor the “fee sharing” mechanism between pickup
and delivery outlets as the guidelines are implemented and the fees are payable through our system. Our network partners also consider other
factors including market conditions and competition as well as their service quality. We do not set any explicit limitations on pricing and allow
pricing latitude to our network partners so that they can effectively respond to the competitive dynamics in their local markets with tailor-made
pricing based on the business volume and long-term prospect of each sender. Historically, the delivery service fees our network partners are
able to charge have declined over time, partially as a result of competitive pressure.
Other logistics services
Building on our core express delivery business, we strive to become an integrated logistics service provider. We are expanding our
service offerings with a goal to build an ecosystem featuring express delivery, less-than-truckload, cross-border, warehousing, aviation,
commerce and more. For example, we provide less-than-truckload (LTL) logistics services with a focus on heavy cargo and international
express delivery services in Southeast Asia, Africa and other countries; we also provide customers with integrated logistics solutions for
warehousing, distribution and transportation. Furthermore, we provide freight forwarding services through the acquired business of China
Oriental Express Co., Ltd. and its subsidiaries, which is a major freight forwarding and international logistics services provider in Hong Kong
and Shenzhen. Furthermore, we are also expanding into air cargo business.
Our Network and Infrastructure
Our network consists of (i) our directly operated core sorting hubs and line-haul transportation network and (ii) network partner-
operated outlets, as well as last-mile posts, across China.
Sorting hubs
Our sorting hubs are connected by the line-haul transportation network we operate. Each sorting hub collects parcels from outlets
within its coverage area, sorts parcels according to their destination and dispatches them to the appropriate destination sorting hub. As of
December 31, 2022, we operated 87 sorting hubs and our business partners operated 11 sorting hubs.
The sorting hubs operated by our business partners are located in remote areas in China and we work closely with independent third-
party owners to effectively operate those hubs. In addition to the sorting hubs, our network partners also operate sorting facilities in certain
remote areas in China.
65 of the sorting hubs operated by us are located on premises we own, for 36 of which we also lease additional areas, and 22 of the
sorting hubs operated by us are located on leased premises. We plan to make long-term investments in land and facilities on self-owned
premises to support the stability of our operations. From time to time, we also provide temporary warehousing services to certain key account
customers to store their products close to their target demographics.
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We have continuously adopted new technology solutions in automation hardware and software to enhance the efficiency of our
operations. For example, we adopted telescopic conveyor belts for loading and unloading trucks in 2015, as well as fully integrated dynamic-
weighing machines capable of measuring the dimensions and weight of parcels simultaneously at a high speed without having to stop the flow
of packages. In addition, we work with technology companies and academic institutions to customize and upgrade existing design concepts.
For example, we successfully collaborated with the Chinese Academy of Sciences in the Academy’s development of several variations of
automated sorting equipment since 2015. We have also developed and continuously re-engineered sophisticated software (including data-
enabled algorithm, real-time analytics and recalibration) to support high-speed sorting in order to ensure fast and reliable package data
capturing and dispatch, and to reduce sorting errors and costs of re-work. In particular, we utilize an image-based learning algorithm in our
safety inspection of packages to recognize prohibited illegal items during our inspection process and to reduce human error. The number and
capacity of our automated sorting lines increased substantially from eight in 2016 (all of which were for small parcels) to 458 in 2022 (206 of
which were for large parcels and the remaining 252 were for small parcels).
Line-haul transportation network
We connect our sorting hubs with approximately 3,750 well-planned line-haul routes. Our line-haul transportation network is serviced
primarily by (i) our own fleet, and (ii) certain independent third-party vehicles. We control the route planning and vehicle dispatch of our entire
line-haul transportation network.
As of December 31, 2022, our own fleet consisted of over 11,000 trucks, of which approximately 9,700 are high capacity 15 to 17-
meter-long trailer models. We also contract other independent third-party transportation companies to fulfil additional capacity needs, most of
which are single trip transportation when we foresee a low return trip truckload. We carefully review the operating history, fleet condition,
reliability and other comprehensive criteria of the bidders to select only suitable providers.
In order to further improve our operating efficiencies as volume increases, we have systematically increased the proportion of high
capacity 15- to 17-meter-long trailer models within our fleet from 39% in 2016 to 72% in 2019 and further to 88% in 2022 to optimize unit
output and reduce cost. Moreover, we have established a systematic data and technology driven program to optimize trailer designs to reduce
costs as well as enable digital tracking for real-time analytics of our vehicles. Further, we also helped develop improved vehicle parts and
patented trailer designs. For example, our proprietary patented design of curved aluminum trailer is not only lighter but also more aerodynamic
compared with traditional square-shaped steel containers. The higher capacity of these trailers (145m3 rather than 127m3) and lighter weight
(6,700kg/ea rather than 9,000kg/ea) contributes to the increased fuel economy of our trailers and further contributes to the reduction in
transportation cost. This allows us to better manage our moving assets by assessing real-time operating conditions such as vehicle speed and
estimated fuel consumption and estimating normal wear and tear in order to schedule proper maintenance intervals.
We assess incoming volume (including maximum stress level) and simulated route planning (including road conditions) to inform our
choice between deploying our own line-haul resources or supplementing capacity with third-party transportation services. We combine the
programming interface of third-party map applications with our big data of parcel traffic and volume to feed our intelligent service routing
algorithm to model the rate and direction of parcel flow, dynamically predict future capacity demands, and make adjustments in allocation of
personnel and transport resources. Hence, we are able to reduce inefficiency in parcel handling, increase fleet load rates and achieve optimal
transportation time and costs.
Pickup and delivery outlets and last-mile posts
The pickup and delivery outlets are all operated by our network partners and are not owned by us. Our network partners primarily
provide pickup and last-mile delivery services through the outlets managed by them, although certain larger outlets also have regional sorting
and dispatching capabilities. Each outlet has its own designated geographical scope of operation and can generally only take orders originating
within that area. Our network partners also generally arrange the transportation between pickup/delivery outlets and our sorting hubs. As of
December 31, 2022, our network had over 31,000 pickup and delivery outlets nationwide, covering over 99% of China’s cities and counties.
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We have encouraged our network partners to invest early and secure physical presence with last-mile capabilities and consumer access
by establishing last-mile posts. We currently have over 80,000 last mile posts across China. A last mile post is on average a 35-60 square meter
space located near residential areas or office buildings or on university campuses where the couriers can leave delivery packages for recipients
to pick up instead of delivering in person. A last mile post can be multifunctional and serve different purposes including receiving outgoing
packages, collecting fees from couriers who leave packages for pickup (including processing packages left by competitors’ couriers) and
realizing retail profit, thereby achieving greater overall labor and facility costs efficiencies.
Our Network Partner Model
Our network partners own and operate the pickup and delivery outlets under our brand and form an important part of our network
system. The diagram below illustrates our network partner model.
As of December 31, 2022, we had approximately 5,900 network partners with whom we have directly entered into agreements
prescribing the terms and conditions of their operations of pickup and delivery outlets under our brand. We refer to such network partners as
our direct network partners. These agreements with direct network partners are generally for a term of three years and each direct network
partner may elect to negotiate with us for renewal of the agreement upon expiration if it wishes to remain in our network. Our network partners
pay us network transit fees for the express delivery services we provide to them. The network transit fees that we charge our network partners
for the express delivery services we provide to them primarily consist of (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 parcel weight and route distance. We have the right to impose
monetary penalties on our direct network partners for failure to adhere to the terms of the agreements. A direct network partner is also required
to place a deposit with us as a performance guarantee. We have authorized our direct network partners to conduct their express delivery
business exclusively under our “Zhongtong” or “ZTO” brand and mandate the unified application of our logos on outlets, personnel uniforms,
transportation vehicles and packaging materials.
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Each of our direct network partners is authorized by us to operate within a designated area, the size of which ranges from a township
to an entire province. Depending on the size of, and the business volume in, their respective authorized areas, many of our direct network
partners subcontract a portion of their business to third parties with our consent. We do not directly enter into agreements with those third
parties and refer to them as our indirect network partners. Indirect network partners are also authorized to operate ZTO-branded express
delivery business.
Our Zhongtian system provides the technological infrastructure for the management of our network partners. The Zhongtian system
consists of our operational management system, network management system, settlement system, finance system and other integrated systems
and mobile apps connecting our network partners. In particular, our Zhongtian system tracks each delivery order and calculates the network
transit fees payable to us, and the last-mile delivery fees payable to our direct network partners and, where applicable, our indirect network
partners. Starting from May 2018, we use Alipay, in addition to bank cards, to handle the settlement of payments from our network partners to
us and among our direct network partners. All of our direct network partners may use Alipay accounts or bank cards through our Zhongtian
system to settle network transit fees, waybill fees or last-mile delivery fees with us. We require direct network partners to make prepayments
from their respective Zhongtian accounts to our ZTO Alipay account or bank account through our Zhongtian system. Our direct network
partners’ Zhongtian accounts reflect the prepayment balance, which will be debited upon each settlement of payment. The prepaid amount is
used to settle network transit fees and waybill fees from our network partners to us and settle last-mile delivery fee from us to direct network
partners.
All of our direct network partners and most of our indirect network partners work with us exclusively. A small number of our indirect
network partners may process packages for other express delivery companies. This is typically limited to situations where an outlet is located in
a remote or isolated area or newly established markets. Such exceptions to our exclusivity requirement are necessary in order to support the
outlet’s start-up volume.
We control the qualification of new network partners and we provide extensive ongoing training to our network partners. We also
periodically review the performance of our network partners on parcel volume, local market share, service quality and parcel safety/security
scores. We consider the conditions and forecast of the local market to set guidance for those indicators. We also set guidance and review the
performance of certain pickup and delivery outlets with large parcel volume. For our direct network partners at the provincial level, we provide
fee discounts to those who significantly outperform the performance targets that we set.
If a direct network partner continuously fails to meet applicable performance targets set by us, we may unilaterally terminate our
agreement with such direct network partner, which has only occurred in isolated cases historically. In those cases, we would introduce qualified
buyers vetted by us or, in the cases where the exiting direct network partner has already identified a buyer itself, we would review the buyer’s
credentials and decide whether to accept or reject it. In the case of voluntary departure by a direct network partner, it may choose to sell the
outlet operating business to a buyer, where the foregoing review process would also apply. Moreover, under the agreement with us, the network
partner may provide a three-month notice of termination and the agreement would be terminated upon mutual agreement between the parties. A
network partner who discontinues cooperation with us may join a third-party express delivery network.
Under the agreement with us, the network partner also has the right to unilaterally terminate the agreement within seven days from the
date of execution of the agreement with notice to us; provided that, if the network partner has started to use our network resources, has begun to
provide services to customers, or has exercised other major rights under the agreement, the network partner shall not terminate the agreement
accordingly. The network partner’s major rights under the agreement are entitlements to the following products or services provided by us: (1)
electronic documents or software in relation to enterprise management system; (2) guidance on the use of express delivery networks, business
operation model and employee training; (3) sufficient, continuous and quality-guaranteed material supply; (4) advertising support; and (5)
network transit service.
We provide our network partners latitude in their pricing decisions. The network partners have full discretion over their daily
operations and can make localized decisions with respect to facilities, vehicles and recruitment to meet their operational needs.
We also provide financial services to qualified network partners. We select qualified network partners based on certain criteria set by
us, such as having legal and stable income or source of income and engaging in operation activities that are legal and meet the national
industrial policies and requirements. To provide such financial services, we enter into relevant agreements with qualified network partners
under which the material terms (e.g. loan amount, maturity date, guarantee or pledge and event of default (as applicable)) of such financial
services are stipulated. We have obtained the requisite business licenses and/or approvals under relevant PRC laws and regulations in order to
provide such financial services to qualified network partners.
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We had a financing receivables balance of RMB2,462.5 million, RMB2,524.4 million and RMB2,247.1 million (US$325.8 million) as
of December 31, 2020, 2021 and 2022. No material default occurred as of December 31, 2022.
Our Customers
The following chart illustrates parcel and fund flows to and from our direct and end customers.
Our direct customers are our direct network partners, who, along with our indirect partners, own and operate pickup and delivery
outlets. We provide our direct network partners with access to our line-haul transportation and sorting network, which form the infrastructure of
their and our indirect partners’ express delivery services. In addition, we also directly serve some enterprise customers, including vertical e-
commerce and traditional merchants, in connection with the delivery of their products to consumers.
Together with our network partners, we mainly serve e-commerce merchants and other express service users as our end customers. A
significant portion of our end customers are merchants on China’s e-commerce platforms. Our enterprise customers are typically larger,
nationwide brands with customized requirements for express delivery services. For certain enterprise customers, we provide direct pickup
services without going through the pickup outlets of our network partners. We collect the full amount of delivery service fees from our
enterprise customers and pay a portion of these fees to the delivery outlets of our network partners for last-mile delivery services provided by
them. Depending on the availability and capacity of our personnel at the relevant locations, orders from some enterprise customers may also be
picked up through our network partners.
Customer Service
We believe our high-quality customer service enhances our customer loyalty and brand image. Our network partners directly interact
with our end customers, and we provide ongoing training and conduct regular performance reviews to ensure they provide quality customer
services.
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We also operate a call center network providing real-time assistance during business hours, seven days a week. Our automated system
continues to respond to inquiries outside of business hours and forwards complicated inquiries to our live call center representatives for further
handling during business hours. Our call center network is localized with branch offices in over 32 provinces in China with mostly local hires
to leverage their local knowledge. All branches can be reached via a unified number and use a centralized call system and database. Our call
system automatically directs incoming calls to the local branch near the caller’s location for localized handling. We have over 700 call center
representatives who adhere to the same customer service standards nationwide and their local knowledge adds to our customer service
effectiveness. We provide regular trainings to our representatives and periodically review callers’ level of satisfaction with the service they
received from us. At the end of each call, each caller is asked to grade the quality of our customer service and a designated call-back team
follows up on all incidences of dissatisfaction.
Information Technology and Intellectual Property
We have built our proprietary technology systems with open-source and mainstream technologies and have refined and tailored those
technologies to suit our operational needs. We design and utilize our technology systems to enhance the efficiency and scalability of our
network and these systems play an important role in the success of our business. The principal components of our technology system include:
Zhongtian System—Our self-developed and centralized Zhongtian system serves as the technology backbone for our express delivery
management and network operation. The Zhongtian system has hundreds of modules with numerous functionalities and features covering all
scenarios of our business and operations, consisting of our operational management system, network management system, settlement system,
finance system and other integrated systems and mobile apps connecting our network partners:
● Parcel sorting, transportation and tracking management. Our parcels are sorted and dispatched based on routing logic through
the Zhongtian system. With this system, that is compatible with the digital waybill technology, we can track each parcel
processed through the vast network based on a unique waybill barcode assigned to each parcel. As the parcel moves through each
gateway, its barcode is scanned, and its route and other delivery information are captured in the Zhongtian system. We also
monitor the capacity of our sorting hubs on the Zhongtian system and monitor the real-time movement of each on-duty truck with
GPS and GIS technology that is synchronized with the Zhongtian system.
● Settlement payment calculation. The Zhongtian System tracks each delivery order and, according to pre-set formulae, calculates
the network transit fees payable to us as well as last-mile delivery fees payable to the network partners.
● Platform integration. Our Zhongtian system is connected to the order systems of major e-commerce platforms and vertical e-
commerce websites in China. Merchants can therefore seamlessly place delivery orders to the outlets via our Zhongtian system.
● Mobile application. The Zhongtian system also supports our mobile application so that pickup and delivery personnel are able to
handle functions such as digital waybill printing, order pickup, parcel tracking, receipt signing on mobile devices. The mobile
solutions are user centric and comprehensive in meeting the varied needs of different personnel.
● Customer service support. Our call center representatives have access to the Zhongtian system’s database to provide better and
more effective customer service. The automated customer service functions on our website and our WeChat official account
allow end customers to track parcels and search outlet locations with the data support from the Zhongtian system.
● Management of sale of accessories. Our network partners make online purchases of accessories, such as (i) portable bar code
readers, (ii) thermal paper used for digital waybill printing, and (iii) ZTO-branded packing materials and uniforms, from us
utilizing the accessories management module available on the Zhongtian system. Our network partners can log on to our system
and place orders for waybills, packing materials, portable barcode scanners and other accessories. We then send out the
accessories to our network partners once we have processed the orders received.
● Data analytics and decision support. The Zhongtian system collects and provides valuable operational data such as parcel
volume, hub utilization and parcel delivery speed to analyze and enhance our and our network partners’ performance. It provides
a dashboard available to our core management team with various data and analytical tools. By utilizing the dashboard, our
management can monitor and evaluate our business in real-time.
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We have leased a high-grade data center in Zhejiang province to support our core operational systems, such as Zhongtian, and our
transportation management system. Our server center in Shanghai mainly provides the network infrastructure for our managerial, data backup
and other non-core functions. We have adopted security policies and measures, including encryption technology, to protect our software,
proprietary data and customer information. Our system is configured with multiple layers of security to prevent unauthorized access to our
software and databases, and we implement security protocols for communication among applications. We utilize a system of firewalls to
prevent unauthorized access to our internal systems. Exchange of critical data on our website and public and private interfaces use the Secure
Sockets Layer networking protocol, a standard security technology for establishing encrypted network communications. We regularly back up
our databases, including customer data, with both on-site and off-site storage. Encryption is used to secure sensitive information when it is in
transit or being stored.
Since 2016, we have established a digital product innovation system with eight major digital product lines, covering end-to-end online
and offline processes for customer engagement, customer care, franchisee enablement, sorting hub operations, transportation, finance, smart
mobility equipment and e-collaboration. This system enables around 200 applications throughout our information technology platform.
We have been developing a suite of technologies focusing on applying new features to enable fast digital product iteration, such as
micro-service architecture, deep learning and AI, big data, private and hybrid cloud, DevOps, among others. We have also developed
proprietary algorithms for order dispatchment and forecasting, as well as capabilities for real-time monitoring of information systems,
automatic failure detection and recovery and high-throughput processing of 100-million orders in a single day.
We regard our trademarks, copyrights, patents, domain names, know-how, proprietary technologies, and similar intellectual property
as critical to our success. As of December 31, 2022, we owned over 200 computer software copyrights in China for various aspects of our
operations, maintained over 600 trademark registrations and over 200 patents inside China. As of December 31, 2022, we had registered nine
domain names, including zto.cn, among others.
In addition, we demonstrate the wide use of our technology resources, including Application Programming Interfaces (APIs), in
various digital services, such as the ZTO Open Platform at zop.zto.com, an express delivery service technology docking platform which shares
ZTO’s various service interfaces, and ZTO Security Response Center at sec.zto.com, an online platform for persons inside and outside the ZTO
network to report security vulnerabilities to better protect customer information and enhance network security. We share with the public our
achievements in improving digitization and intelligization in our operations through our annual ZTO Tech Open Day.
Competition
The express delivery industry in China is fragmented and we compete primarily with leading domestic express delivery companies
including YTO Express, STO Express, Yunda Express, J&T Express, SF Express, JD Logistics and the express delivery services provided by
China Post such as EMS. We also face competition from emerging players in our industry or existing players in adjacent markets who may
choose to leverage their existing infrastructure and expand their services into express delivery. We believe that our core value framework,
superior scale, distinct partner network, best-in-class operational capabilities and cost efficiencies provide us with a competitive advantage.
Entry into the express delivery industry requires significant initial investment into network construction and partner attraction. However,
certain more established e-commerce companies may establish or further improve their proprietary delivery infrastructure and compete with us.
Furthermore, as we look to offer additional products and services and expand our customer base, we may face competition from established
players in new sectors we may choose to enter.
Procurement
We have adopted centralized procurement for selecting, bidding and purchasing land use rights, certain sorting equipment, line-haul
transportation vehicles and consumables such as waybills, barcode scanners and uniforms. We hold bidding processes where possible to select
products and services with the best value. We provide favorable payment terms in exchange for discounts and to promote long-term stable
relationships with reliable suppliers. We work with manufacturers and research institutions to design and modify equipment to best fit our
needs. Compared with off-the-shelf products available in the market, our tailor-made equipment generally has lower procurement and
maintenance costs and higher operational efficiency.
We also leverage the scale of our network and assist our network partners to negotiate better procurement terms with their suppliers.
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Security and Safety
We have established parcel security screening protocols to inspect parcels before we accept them for sorting and delivery. We have
categorized prohibited items for land and air transport into a few classes, such as flammables and explosives, gunpowder, gasoline, opium and
poultry. All senders are required to identify the content of their parcels. We require the pickup team to visually inspect items sent by end
customers. We also have other measures such as X-ray screening of parcels for safety hazards or prohibited items. We have penalty measures in
place for sorting hubs that handle pickup or delivery of prohibited items.
Workplace safety and transportation safety are important to our business. We have implemented safety protocols for our sorting hubs
and ground transportation fleet to ensure safety and minimize accidents. We provide periodic training to our employees to recognize hazards,
mitigate risk and avoid injury of themselves and others at work.
We have introduced and localized driver safety programs from overseas with the support of our vehicle insurance company China
Pacific Insurance. In 2017, we equipped our line-haul vehicles with AI enabled smart devices that can decipher images, recognize unsafe
gestures, and communicate with our home office data processing center that would automatically send escalating alarms to rectify unsafe
driving behaviors.
Branding and Marketing
We strive to enhance our brand awareness through the provision of high-quality services and marketing initiatives. We were awarded
as one of the Top 50 Chinese Logistics Companies in 2020 and 2022, respectively, by China Association of Logistics and Networks and as one
of China’s Top 500 Private Enterprises (ranked 210) in 2022 by National Federation of Industry and Commerce. We were also awarded the
2022 China Federation of Logistics and Purchasing Science and Technology Award. We were awarded as one of National Civilized Units in
Transportation Industry by the PRC Ministry of Transportation for the year of 2020. We were also awarded as Advanced Group in Express
Delivery Industry to Fight the COVID-19 Epidemic and 2020 Express Industry Special Donation Contribution Award for Poverty Alleviation
by China Express Association. We were awarded as one of 2019-2020 Municipal Civilized Units by the Shanghai Municipal People’s
Government. We won the China Express Golden Parcels Contribution Award for Ten Years in 2020, the 2019 China Express Volume and
Quality Double Upgrade Award and 2019 China Express Social Responsibility Award. We won the Data Service Award at the 9th China Big
Data Application Golden Bell Award in 2019 for our intelligent customer service products and systems. Mr. Meisong Lai, our chairman, was
awarded the Ram Charan Management Practice Award in 2019 by the Chinese edition of Harvard Business Review, recognizing excellent
management practices. We were awarded as one of the 2019 Shanghai Top 100 Enterprises (ranked 61). Shanghai Zhongtongji Network won
the Third Prize of Science and Technology Progress Award of China Federation of Logistics and Purchasing in 2020 and was awarded as one of
Shanghai’s Top 100 Enterprises in the Software and Information Technology Service Industry in 2019. In 2018, we were awarded as one of the
National Advanced Logistics Enterprises and China’s Top 100 Logistics Enterprises at the Commendation Congress of Advanced Logistics
Enterprises. We were awarded as one of AAAAA logistics companies by China Federation of Logistics & Purchasing in August 2017.
We employ a variety of programs and marketing activities to promote our brand and our services. We regularly attend trade fairs, such
as the China Beijing International Fair for Trade in Services, and speak at industry forums. We also operate a news feed channel and leverage
various mobile social network applications, such as WeChat, to distribute business updates and corporate news. Our offline marketing activities
include traditional media such as billboard and public relations activities. In addition, we require our network partners to apply our logos on
personnel uniforms, transportation vehicles and packaging materials in a consistent and unified manner in order to further enhance our brand
recognition during interactions with our end customers.
We train and guide our network partners to market their products to our end customers and maintain customer relationships. Our
designated team maintains enterprise customer relationships directly through regular dialogue. In general, we and our network partners strive to
continuously improve our service qualities to elevate our brand and attract and retain more customers.
Corporate Social Responsibility
We are committed to leveraging our technology and logistics infrastructure to benefit society. Since our founding, we have been highly
committed to environmental, social and corporate responsibility matters, including environmental sustainability, employee care, poverty
alleviation and more.
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Environmental Sustainability. We have established a dedicated team to lead the formulation, implementation and supervision of
environmental protection measures throughout our network. To reduce the negative impact of packaging consumables on the environment, we
continue to promote the use of green and recyclable packaging and biodegradable packaging. We also take the initiatives to recycle packaging
materials, and guide end consumers to reuse packaging cartons. Moreover, we have been committed to reducing the harmful impact of
transportation on environment. Each of our line-haul vehicles is equipped with positioning equipment to monitor if there is any abnormality in
the transportation process together with GIS (Geographic Information System) to help plan proper transportation routes. We have also used
high-capacity trailers in order to improve energy efficiency and reduce pollutant emissions. Meanwhile, we encourage our network partners to
use eco-friendly transportation vehicles such as new-energy vehicles and battery-powered cars for pickup and delivery. Furthermore, we
vigorously promote the use of energy-saving and environmentally friendly equipment in our operation, including sorting, transportation and
delivery.
Employee care. We strive to provide employees with welfare benefits and a broad range of career development opportunities. We have
established a sound talent cultivation mechanism and created an online-offline combined training platform. We have also organized and carried
out vocational skills competitions and other activities for employees to improve professional skills. We have set up a management trainee
program which aims to cultivate future leaders of the company through a three-year training plan. We also strive to help our employees balance
their work and life. We have organized various recreational and sports activities to enrich the cultural life of employees.
Poverty alleviation. We have actively explored the rural market, and implemented an initiative of “bringing express delivery services
into villages” by improving the last-mile logistics infrastructure and promoting the coverage of logistics services in rural areas. We have
promoted a two-way circulation channel for agricultural products to the city and industrial products to the countryside, which aims to help
stimulate consumption in rural areas and increase the income of rural residents.
COVID-19 outbreak relief. Since the COVID-19 outbreak, we have done our utmost to help people in heavily affected regions in
China. At the beginning of the outbreak, we immediately set up an emergency response leading group and a frontline command and control
group to fully coordinate land and air transportation resources and provide support for epidemic prevention and control across the country. By
the end of March 2020, we had delivered more than 700 tons of medical and rescue supplies to Hubei Province, including masks, protective
clothing, disinfectants, medical gloves, livelihood support materials, etc. Meanwhile, we take the health and safety of our employees as our top
priority. We provided all of our frontline employees with masks and other protective equipment immediately after the outbreak. We also set up
a dedicated fund of RMB100 million for COVID-19 epidemic prevention and control to help frontline workers after resumption of business.
Environmental protection. We have published our annual ESG report 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/.
We are subject to a number of regulations on environmental protection in China. For example, pursuant to the PRC Law on
Environment Impact Assessment, our construction project is required to undergo an environmental impact assessment, and an environmental
impact assessment report must be submitted to the relevant governmental authorities in charge of ecological environment for approval before
the commencement of construction, as applicable. In accordance with the Administrative Regulations on the Environmental Protection of
Construction Projects and the Interim Measures on the Administration of Acceptance Inspection of Construction Project Environmental
Protection, after the completion of a construction project, we are required to obtain a completion acceptance on environmental protection for
the project from the competent department of environmental protection or carry out the acceptance inspection by ourselves, as the case may be.
Insurance
We maintain various insurance policies to safeguard against risks and unexpected events. We have purchased compulsory motor
vehicle liability insurance and commercial insurance such as automobile third-party liability insurance, vehicle loss insurance and
driver/passenger liability insurance. We also provide social security insurance including pension insurance, unemployment insurance, work-
related injury insurance and medical insurance to our employees.
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We do not purchase insurance for items delivered by us. Instead, some of our end customers may opt for damage or loss coverage in
connection with our priority handling services, in which cases we will remit the insurance portion of their payments to third party insurance
providers. We do not maintain business interruption insurance; nor do we maintain product liability insurance or key-man insurance. We
consider that the coverage from the insurance policies maintained by us is adequate for our present operations and is in line with the industry
norm. Our management evaluates the adequacy of our insurance coverage from time to time and purchase additional insurance policies as
needed.
Regulation
This Section sets forth a summary of the most significant rules and regulations that affect our business activities in China or our
shareholders’ rights to receive dividends and other distributions from us.
Regulations Relating To Foreign Investment
Industry Catalogue Relating to Foreign Investment.
The MOFCOM and the NDRC jointly promulgated the Negative List for Foreign Investment Access, or the Negative List, on
December 27, 2021, which became effective on January 1, 2022, and the Catalogue of Industries for Encouraging Foreign Investment (2022
Edition), or the Catalogue, on October 26, 2022, which became effective on January 1, 2023. The Catalogue and the Negative List set forth the
industries in which foreign investments are encouraged, restricted, or prohibited. Industries that are not listed in any of the above three
categories are generally open to foreign investment unless specifically restricted by other PRC regulations. Establishment of wholly foreign-
owned enterprises is generally allowed in encouraged and permitted industries. Foreign investors are not allowed to invest in industries in the
prohibited category.
We are mainly engaged in express delivery services, which may involve domestic express delivery services of mail. According to the
Negative List, foreign investments in domestic express delivery services of mail are prohibited. Therefore, we provide domestic express
delivery services of mail through the consolidated affiliated entities in China.
Our PRC subsidiaries also operate in certain industries which fall into the encouraged category, such as road transportation and
technical support and consulting services. Our subsidiary Shanghai Zhongtongji Network is registered in accordance with PRC law and mainly
engages in technical support and consulting services, which are encouraged under the Catalogue.
The PRC Foreign Investment Law and Regulations.
Pursuant to the FIL, adopted by the PRC National People’s Congress and came into effect on January 1, 2020, China will grant
national treatment to foreign-invested entities, except for those foreign-invested entities that operate in “restricted” or “prohibited” industries
prescribed in the Negative List.
According to the FIL, “foreign investment” refers to investment activities directly or indirectly conducted by one or more natural
persons, business entities, or other organizations of a foreign country (collectively referred to as “foreign investors”) within China. Although
the FIL does not explicitly classify contractual arrangements as a form of foreign investment, there is no assurance that foreign investment via
contractual arrangement would not be interpreted as a type of indirect foreign investment activities under the definition in the future. In
addition, the definition contains a catch-all provision that includes investments made by foreign investors through means stipulated in laws or
administrative regulations or other methods prescribed by the State Council. Therefore, it still leaves leeway for future laws, administrative
regulations or provisions promulgated by the State Council to provide for contractual arrangements as a form of foreign investment. See “Item
3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—Our current corporate structure, business operations and
future capital raising activities may be affected by the PRC Foreign Investment Law and the Overseas Listing Trial Measures.”
The FIL also provides that the State establishes a foreign investment information report system. Foreign investors or the foreign
investment enterprise shall submit investment information to the competent commerce department through the enterprise registration system
and the enterprise credit information publicity system and the foreign investors or the foreign investment enterprise could be imposed a fine
ranging from RMB100,000 to RMB500,000 by the competent commerce department for failing to report investment information as required to
the foreign investment information report system.
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Pursuant to the Measures for Information Reporting on Foreign Investment, promulgated by the MOFCOM and the State
Administration for Market Regulation, or the SAMR, and became effective on January 1, 2020, where a foreign investor carries out investment
activities in China directly or indirectly, the foreign investor or the foreign investment enterprise shall submit the investment information to the
competent commerce department. The Implementation Regulation for the FIL, promulgated by the State Council and became effective on
January 1, 2020, provides that foreign investment enterprises established in accordance with the PRC Equity Joint Venture Law, the PRC
Wholly Foreign-owned Enterprise Law, and the PRC Cooperative Joint Venture Law prior to implementation of the FIL shall, within the five-
year period following the implementation of the FIL, adjust their organization form, organization structure pursuant to the provisions of the
PRC Company Law, the PRC Partnership Enterprise Law and related laws, and complete change registration in accordance with the law. With
effect from January 1, 2025, where an existing foreign investment enterprise has not adjusted its organization form or organization structure
and complete the change registration in accordance with the law, the market regulatory authorities shall not process the application(s) for any
other registration matter(s) of the said foreign investment enterprise, and shall publicly announce the relevant information.
Regulations Relating To Express Delivery Services
The PRC Postal Law, which was most recently amended on April 24, 2015, sets out the fundamental rules on the establishment and
operation of an express delivery company. Pursuant to the Postal Law, an enterprise that operates and provides express delivery services must
run its express delivery business by obtaining a Courier Service Operation Permit. In order to apply for a business permit for express delivery
services, a company must meet all the requirements as a corporate legal person and satisfy certain prerequisites with respect to its service
capacity and management system, and its registered capital must be no less than RMB500,000 to operate within a province, autonomous
region, or municipality directly under the central government, no less than RMB1,000,000 in the case of cross-provincial operation, and no less
than RMB2,000,000 to operate international express delivery services.
Filing with the postal administrative department is required where an express delivery company sets up branches. The requirements
for the establishment of a branch of express delivery company are specified in the Administrative Measures for Courier Service Market, or the
Courier Market Measures, which was announced by the Ministry of Transport on January 11, 2013. The Courier Market Measures stipulate that
where any express delivery company establishes its branches or business departments, it must register with the local industrial and commercial
administration where such branches or business departments are located by submitting its express delivery services operation permit and a list
of its branches and, such branches or business departments must, within 20 days after they obtain their relevant business licenses, file with the
local postal administrative department. The Postal Law stipulates that if an express delivery company fails to complete such required
registration and/or filing with the relevant governmental authority, it may be ordered to rectify and to pay general fines of no more than
RMB10,000. If the non-compliance situations are severe, a fine ranging from RMB10,000 to RMB50,000 can be imposed, and the offender
may face suspension of its business operation before completing the rectification.
Pursuant to (i) the Postal Law, (ii) the Courier Market Measures, (iii) the Administrative Measures on Courier Service Operation
Permits, which was most recently amended on November 28, 2019, and (iv) the Interim Regulations on Express Delivery, which was mostly
recently amended on March 2, 2019, any entity engaging in express delivery services must obtain a Courier Service Operation Permit from the
State Post Bureau or its local counterpart and is subject to their supervision and regulation. If an entity operates express delivery services
without obtaining a Courier Service Operation Permit in accordance with the above measures and regulations, it may be compelled to make
corrections, subject to the confiscation of its earnings generated from its unlicensed operating express delivery services, imposed a fine ranging
from RMB50,000 to RMB100,000 or where the circumstances are severe, ranging from RMB100,000 to RMB200,000, and/or ordered to
suspend its business operation for rectification or even cancellation of its Courier Service Operation Permit. If a permit-holder who ceases its
business operation for over six months within the effective period of the Courier Service Operation Permit, it will be ordered by the postal
administration departments to return the Courier Service Operation Permit, and if it refuses or fails to do so on time, the postal administration
departments shall publicly announce the annulment of the Courier Service Operation Permit.
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Enterprises engaged in express delivery services other than Postal Bureau Agencies may not engage in post and mail delivery business
which are exclusively operated by Postal Bureau Agencies, and may not deliver any official documents of state-owned organizations. The
express delivery business must operate within the permitted scope and under the valid terms of the Courier Service Operation Permit. The
Courier Service Operation Permit is valid for 5 years upon its issuance and comes with an annual reporting obligation. The Circular on
Implementing the Administrative Measures for the Courier Market and Strengthening the Administration of Courier Service Operations, which
was issued by the State Post Bureau on February 7, 2013, further clarifies that the postal administrative department must examine whether an
entity operates express delivery service within the permitted business scope and geographic scope of its Courier Service Operation Permit, and
the geographic examination must be carried out down to the district-level within cities. Pursuant to the Courier Market Measures, failure to
conduct express delivery services within the permitted operation scopes would subject the express delivery company to a correction order by
the postal administrative department and a fine from RMB5,000 to RMB30,000. Moreover, in accordance with the Administrative Measures on
Courier Service Operation Permits, an enterprise engaged in express delivery services must submit an annual reporting on its business licensing
of courier services with the postal administrative authority which issued its Courier Service Operation Permit prior to 30 April each year.
Where an express delivery service company fails to submit its annual report to the relevant postal administrative authority in a timely manner, it
may be ordered by the postal administrative authorities to make correction, and may be subject to a fine of up to RMB10,000. Where an
express delivery service company conceals any facts or commits fraud in its annual report, such express delivery service company may be
ordered by the postal administrative authorities to make correction and imposed a fine ranging from RMB10,000 to RMB30,000.
In accordance with the Decision of the State Council on Issues concerning Cancelling and Adjusting a Batch of Administrative
Examination and Approval Items on February 24, 2015, a company operating express delivery services must apply for and obtain the Courier
Service Operation Permit prior to the application of its business license, and the competent industrial and commercial administration will
examine whether such company has obtained a Courier Service Operation Permit.
In accordance with the Courier Market Measures, if any express delivery service is carried out through franchise, both the franchisees
and franchisors must obtain the Courier Service Operation Permit and any franchisee must run its franchise business within its licensed scopes;
and the franchisees and franchisors must enter into written agreements providing the rights and obligations of both parties and the liabilities of
both parties in case of any violation of the legal rights and interests of the users of express delivery services. Any franchisee or franchisor
failing to obtain the Courier Service Operation Permit or any franchisee failing to run its franchise business within its licensed scopes would be
subject to a correction order by the relevant postal administrative authority and a fine ranging from RMB5,000 to RMB30,000.
Companies engaging in express delivery service must establish and implement a system for the examination of parcels or articles
received for delivery. Pursuant to the PRC Postal Law and Measures for the Supervision and Administration of Postal Security in the Postal
Industry issued by the Ministry of Transport on January 2, 2020, which became effective on February 15, 2020, express delivery companies
must examine the postal articles so as to inspect whether the postal articles are prohibited or restricted from express delivery. Express delivery
companies must also examine whether the names, nature and quantity of the postal articles have been properly disclosed on delivery form. Any
failure to establish or implement such inspection system, or any unlawful acceptance or delivery of prohibited or restricted parcels/articles may
result in the sanctions to the in-charge persons bearing direct responsibility and other persons subject to direct liability of the express delivery
companies and the suspension of the company’s business operation for rectification or even cancellation of its Courier Service Operation
Permit, being compelled to make corrections and being imposed a fine up to RMB5,000.
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According to the Interim Regulations on Express Delivery, express delivery operators shall obtain the Courier Service Operation
Permit for express delivery. Express delivery operators and their branches may open express delivery terminal outlets which are required to file
with the local postal administrations in the places where they are located for record within 20 days from the date of opening their express
delivery terminal outlets. The delivery terminal outlets are not required to obtain a business license. Where an express delivery service operator
fails to file with the local postal administrations for opening their express delivery terminal outlets, such express delivery service company may
be compelled to make corrections, imposed a fine ranging up to RMB50,000 and/or ordered to suspend business for rectification. In case an
express delivery service company intends to suspend operating express delivery services, it shall (i) make public announcement ten days in
advance, (ii) submit a written notice to the postal administrative departments, (iii) return the Courier Service Operation Permit and (iv) make
proper arrangement on undelivered express parcels. Failure to comply with such requirement may be compelled to make corrections, imposed a
fine ranging up to RMB50,000 and/or ordered to suspend business for rectification. According to the Interim Regulations on Express Delivery,
express delivery operators shall also verify the identity of senders and register their identity information when receiving express parcels. Where
senders refuse to furnish their identity information or furnish false identity information, express delivery operators shall not receive their
express parcels. According to the Interim Regulations on Express Delivery, the Postal Law and the Anti-Terrorism Law, if any express delivery
operator fails to verify the identity of senders yet registers their identity information, or identifies that the senders provide false identity
information, but still receives the express parcels, such express delivery operator may be subject to a fine ranging from RMB 100,000 to RMB
500,000 or ordered to suspend business operation until cancellation of its express delivery services certificate, and the personnel directly in
charge and other persons directly liable may be subject to a fine ranging up to RMB100,000. The Interim Regulations on Express Delivery also
indicates that two or more express delivery operator may use a unified trademark, corporate name or express waybill to conduct the express
delivery business. The express delivery operators shall enter into a written agreement to define their respective rights and obligations, carry out
unified management of service quality, safety guarantee and business process, and provide unified express mail tracking, inquiry and complaint
handling services for clients. Where the legitimate rights and interests of any client have been jeopardized due to the delay, missing, damage or
shortage of express parcels, the client may request the express delivery operator to which the trademark, corporate name or express waybill
belongs to offer compensation, or request the actual express delivery provider to pay compensation. ZTO Express and 54 of its subsidiaries
have obtained the Courier Service Operation Permits to operate express delivery services. See “Item 3. Key Information—D. Risk Factors—
Risks Related to Our Business and Industry—Any lack of requisite approvals, licenses or permits applicable to the business operation of us or
our network partners may have a material and adverse impact on our business, financial condition and results of operations.”
Pursuant to the E-commerce Law, we are subject to certain requirements in e-commerce business, including but not limit to the
following: while handing over commodities, express logistics service providers shall remind consignees to examine the commodities
immediately on the spot; where the commodities are received by others for consignees, such providers shall obtain the consent of consignees.
Express logistics service providers shall use environmental-friendly packaging materials in accordance with the relevant provisions in an effort
to reduce the consumption of packaging materials and implement the recycling measures. While offering express logistics services, the
providers thereof may agree to be entrusted by e-commerce operators to collect payments for goods on a commission basis. The operation of
our business is subject to the E-commerce Law. If our express delivery services are not in compliance with the law, we may be required to
rectify. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—Our business and the business of our
network partners are subject to a broad range of PRC laws and regulations. If we or our network partners are deemed to be not in compliance
with any of these laws and regulations, our business, reputation, financial condition and results of operations may be materially and adversely
impacted.”
Regulations Relating To Road Transportation Operation Permit
Pursuant to the Regulations on Road Transportation promulgated by the State Council on April 30, 2004 and most recently amended
on March 29, 2022, and the Provisions on Administration of Road Freight Transportation and Stations (Sites) issued by the Ministry of
Transport on June 16, 2005 and most recently amended on September 26, 2022, or the Road Freight Provisions, the business operations of road
freight transportation refer to commercial road freight transportation activities that provide public services. The road freight transportation
includes general road freight transportation, special road freight transportation, road transportation of large articles, and road transportation of
hazardous cargos. Special road freight transportation refers to freight transportation using special vehicles with containers, refrigeration
equipment, or tank containers, etc. The Road Freight Provisions set forth detailed requirements with respect to vehicles and drivers.
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Under the Road Freight Provisions, anyone engaging in the business of operating road freight transportation must obtain a Road
Transportation Operation Permit from the competent authority of transportation, and each vehicle used for road freight transportation must have
a Road Transportation Certificate from the same authority. Furthermore, anyone engaging in the business of operating stations (sites) shall
complete filing with the competent authority of transportation no later than 15 days after the actual operation. The incorporation of a subsidiary
of road freight transportation operator that intends to engage in road transportation business is subject to the same approval procedure. If it
intends to establish a branch, it should file with the competent authority of transportation where the branch is to be established.
Although the Road Transportation Operation Permits have no limitation with respect to geographical scope, several provincial
governments in China, including Shanghai and Beijing, promulgated local rules on administration of road transportation, stipulating that
permitted operators of road freight transportation registered in other provinces should also make record-filing with the local road transportation
administrative bureau where it carries out its business.
In 2022, ZTO Express and seven of its subsidiaries have obtained Road Transportation Operation Permits to operate general road
freight transportation or station (sites). Shanghai Zhongtongji Logistics Co., Ltd. and 22 of its subsidiaries have obtained Road Transportation
Operation Permits to operate general road freight transportation or station (sites). See “Item 3. Key Information—D. Risk Factors—Risks
Related to Our Business and Industry—Any lack of requisite approvals, licenses or permits applicable to the business operation of us or our
network partners may have a material and adverse impact on our business, financial condition and results of operations.”
Regulations Relating To Cargo Vehicles
Pursuant to the Administrative Provisions concerning the Running of Cargo Vehicles with Out-of-Gauge Goods promulgated on
August 19, 2016, took effect on September 21, 2016 and amended on August 11, 2021, cargo vehicles running on public roads shall not carry
cargo weighing more than the limits prescribed by this regulation and their dimensions shall not exceed those as set forth by the same
regulation. Vehicle operators who violate this regulation may be subject to a fine of up to RMB30,000 for each violation. In the event of more
than three violations in any year, the regulatory authority may suspend the operating license of the vehicle operator and/or revoke the business
operation registration of the relevant vehicle. In the event more than 10% of the total vehicles of any road transportation enterprise are not in
compliance with this regulation in any year, such road transportation enterprise shall suspend its business for rectification and its road
transportation license may be revoked.
The operation of our truck fleet is subject to this regulation. If our trucks are not in compliance with this regulation, we may be
required to modify such trucks to reduce their length or purchase new ones to replace them. Otherwise, we may be subject to penalties under
this regulation if we continue to operate those trucks that exceed the limits set forth in the regulation. See “Item 3. Key Information—D. Risk
Factors—Risks Related to Our Business and Industry—Our business and the business of our network partners are subject to a broad range of
PRC laws and regulations. If we or our network partners are deemed to be not in compliance with any of these laws and regulations, our
business, reputation, financial condition and results of operations may be materially and adversely impacted.”
Regulations Relating To International Freight Forwarding Business
Administrative Provisions on International Freight Forwarders promulgated on June 29, 1995 and its detailed rules regulate the
business of international freight forwarding. According to the provisions and its detailed rules, the minimum amount of registered capital must
be RMB5 million for an international freight forwarder by sea, RMB3 million for an international freight forwarder by air and RMB2 million
for an international freight forwarder by land or for an entity operating international express delivery services. An international freight
forwarder must, when each time applying for setting up a branch, increase its registered capital (or the excess amount over its minimum
registered capital) by RMB500,000. Under the Measures on Filing of International Freight Forwarders (Interim) announced on March 2, 2005
and amended on August 18, 2016, all international freight forwarders and their branches registered with the state industrial and commercial
administration must be filed with the MOFCOM or its authorized organs.
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Regulations Relating To Use Of Unmanned Aerial Vehicles For Commercial Flight Activities
On March 21, 2018, Civil Aviation Administration promulgated the Administrative Measures for Commercial Flight Activities of
Civil Unmanned Aerial Vehicles (Interim), pursuant to which a Civil Unmanned Aerial Vehicle Business License shall be obtained for the use
of unmanned aerial vehicles for commercial flight activities, and no commercial flight activities shall be conducted without an Unmanned
Aerial Vehicle Operation Permit.
On August 4, 2020, Ministry of Transport promulgated the Provisions on the Administration of Business Licensing for General
Aviation which became effective on January 1, 2021, which provides that General Aviation Business License shall be obtained for the use of
general aviation aircraft, including civil unmanned aerial vehicle, for commercial flight activities. General aviation enterprise shall submit the
annual report of the previous year to the regional civil aviation administration of their domicile through the general aviation management
system before March 31 of each year, in the event failing to submit the annual report of the previous year within the specified time, or the
content of the annual report does not meet the requirements, such general aviation enterprise may be ordered to rectify within a specified time
and be imposed a fine up to RMB30,000 if such general aviation enterprises refuse to rectify. According to the General Aviation Business
Licensing Work Guide (Second Edition), enterprise that has obtained the Civil Unmanned Aerial Vehicle Business License on or before
December 31, 2020 does not need to apply for a new version of the General Aviation Business License and the Civil Unmanned Aerial Vehicle
Business License continue to be valid until the new version of the electronic license of the General Aviation Business License is launched. Two
subsidiaries of ZTO Express have already obtained the General Aviation Business License. According to the General Aviation Business
Licensing Work Guide (Second Edition), the initial Civil Unmanned Aerial Vehicle Business License lapsed after the enterprise obtained the
General Aviation Business License.
Regulations Relating To Commercial Franchising
Pursuant to the Regulations and Provisions on Commercial Franchising, commercial franchising refers to the business activities where
an enterprise that possesses the registered trademarks, enterprise logos, patents, proprietary technology or any other business resources allows
such business resources to be used by another business operator through contract and the franchisee follows the uniform business model to
conduct business operations and pay franchising fees to the franchisor according to the contract. We and our network partners are therefore
subject to regulations on commercial franchising. Under the Regulations and Provisions on Commercial Franchising, within 15 days of the first
conclusion of franchising contract, the franchisor must carry out record-filing with the MOFCOM or its local counterparts and must report the
status of its franchising contracts in the previous year in the first quarter of each year after record-filing. The MOFCOM announces the names
of franchisors who have completed filing on the government website and makes prompt updates. If the franchisor fails to comply with these
Regulations and Provisions on Commercial Franchising, the MOFCOM or its local counterparts have the discretion to take administrative
measures against the franchisor, including fines and public announcements. The Regulations and Provisions on Commercial Franchising also
set forth requirements on the contents of franchising contracts. ZTO Express has signed cooperation contracts with its direct network partners.
If we are deemed as a franchisor who fails to comply with the stipulations of filing with the competent commerce authority, we may be
imposed a fine ranging from RMB10,000 to RMB100,000. As of December 31, 2022, we have not made any filings with local counterparts of
the MOFCOM or received any governmental order to make such filings. See “Item 3. Key Information—D. Risk Factors—Risks Related to
Our Business and Industry — Our failure to comply with regulations on commercial franchising may result in penalties to us.”
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Regulations Relating To Personal Information Security And Consumer Protection
On August 20, 2021, the Standing Committee of the National People’s Congress promulgated the Personal Information Protection
Law, or the PIPL, which took effect on November 1, 2021. Pursuant to the PIPL, “personal information” refers to any kind of information
related to an identified or identifiable individual as electronically or otherwise recorded but excluding the anonymized information. The
processing of personal information includes the collection, storage, use, processing, transmission, provision, disclosure and deletion of personal
information. The PIPL applies to the processing of personal information of individuals within the territory of the PRC, as well as personal
information processing activities outside the territory of PRC, for the purpose of providing products or services to natural persons located
within China, for analyzing or evaluating the behaviors of natural persons located within China, or for other circumstances as prescribed by
laws and administrative regulations. A personal information processor may process the personal information of this individual only under the
following circumstances: (i) where consent is obtained from the individual; (ii) where it is necessary for the execution or performance of a
contract to which the individual is a party, or where it is necessary for carrying out human resource management pursuant to employment rules
legally adopted or a collective contract legally concluded; (iii) where it is necessary for performing a statutory responsibility or statutory
obligation; (iv) where it is necessary in response to a public health emergency, or for protecting the life, health or property safety of a natural
person in the case of an emergency; (v) where the personal information is processed within a reasonable scope to carry out any news reporting,
supervision by public opinions or any other activity for public interest purposes; (vi) where the personal information, which has already been
disclosed by an individual or otherwise legally disclosed, is processed within a reasonable scope; or (vii) any other circumstance as provided by
laws or administrative regulations. In principle, the consent of an individual must be obtained for the processing of his or her personal
information, except under the circumstances of the aforementioned items (ii) to (vii). Where personal information is to be processed based on
the consent of an individual, such consent shall be a voluntary and explicit indication of intent given by such individual on a fully informed
basis. If laws or administrative regulations provide that the processing of personal information shall be subject to the separate consent or
written consent of the individual concerned, such provisions shall prevail. In addition, the processing of the personal information of a minor
under 14 years old must obtain the consent by a parent or a guardian of such minor and the personal information processors must adopt special
rules for processing personal information of minors under 14 years old.
The Administrative Provisions on the Security of Personal Information of Express Service Users, promulgated by State Post Bureau
on March 26, 2014, provide for the protection of the personal information of users of express or express delivery services, and the supervision
on the express operations of postal enterprises and express delivery companies. In accordance with these provisions, the state postal
administrative department and its local counterparts are the supervising and administering authority responsible for the security of the personal
information of users of express or express delivery services, and postal enterprises and express delivery companies must establish and refine
systems and measures for the security of such information. Specifically, express delivery companies must enter into confidentiality agreements
with its employees regarding the information of its clients or users to specify confidentiality obligations and liabilities for violation thereof.
Where express delivery companies are entrusted by operators engaging in online shopping, TV shopping, mail-order and other businesses to
provide express delivery services, such express delivery companies must enter into agreements with the said principals agreeing upon
provisions safeguarding the security of information of users of express delivery services. Courier companies operating through franchise are
further required to formulate provisions on the security of information of users of express delivery services in franchising contracts and clarify
the security responsibilities between franchisor and franchisee. A courier company and its employees causing damages to the users of express
delivery services by divulging the users’ information is expected to bear compensation liabilities. If a courier company is found to unlawfully
furnish the information of users of express delivery services, the company and its employees are subject to administrative liabilities or even
criminal penalties. A user of express delivery services may further seek remedies by following the Measures on Settling the Complaints of the
Postal Users issued by State Post Bureau, which took effect on September 1, 2014. The Postal Users Complaints Settling Center implements
the regime of mediation to handle the complaints from users on the quality of the express delivery services. According to the Interim
Regulations on Express Delivery, an express delivery service company shall not sell, reveal or illegally provide any information of client that
has been exposed during the provision of express services. In case the information of client is revealed or may be revealed, the express delivery
service company shall take remedial measures immediately and report to the local postal administrations. If we fail to comply with such
requirement, we may be subject to penalties including a fine ranging from RMB10,000 to RMB100,000, suspension of business for
rectification or revoke of its Courier Service Operation Permit. We believe we are currently in compliance with the above provisions or
measures with regard to the security of personal information in all material aspects.
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Regulations Relating To Cybersecurity, Privacy, Data Protection And Information Security
On December 28, 2012, the Standing Committee of the National People’s Congress promulgated the Decision of the Standing
Committee of the National People’s Congress on Strengthening Network Information Protection, or the Network Information Protection
Decision, to enhance the legal protection of information security and privacy on the internet. The Network Information Protection Decision
also requires network service providers to take measures to ensure confidentiality of information of users. On July 16, 2013, the Ministry of
Industry and Information Technology, or the MIIT, promulgated the Provisions on Protection of Personal Information of Telecommunication
and Internet Users to regulate the collection and use of users’ personal information in the provision of telecommunication service and internet
information service in China. On August 29, 2015, the Standing Committee of the National People’s Congress promulgated the Ninth
Amendment to the PRC Criminal Law, which became effective on November 1, 2015 and amended the standards of crime of infringing
citizens’ personal information and reinforced the criminal culpability of unlawful collection, transaction, and provision of personal information.
It further provides that any network service provider that fails to fulfill the obligations related to internet information security administration as
required by applicable laws and refuses to rectify upon orders will be subject to criminal liability. On November 7, 2016, the Standing
Committee of the National People’s Congress promulgated the PRC Cybersecurity Law, which requires, among others, that network operators
take security measures to protect the network from interference, damage and unauthorized access and prevent data from being divulged, stolen
or tampered with. Network operators are also required to collect and use personal information incompliance with the principles of legitimacy,
properness and necessity, and strictly within the scope of authorization by the subject of personal information unless otherwise prescribed by
laws or regulations. The PRC Civil Code, or the Civil Code, promulgated on May 28, 2020 and became effective on January 1, 2021, also
provides specific provisions regarding the protection of personal information.
On June 10, 2021, the Standing Committee of the National People’s Congress promulgated the PRC Data Security Law, or the Data
Security Law, which took effect on September 1, 2021. The Data Security Law, among other things, provides for a security review procedure
for the data activities that may affect national security. Furthermore, the 2020 Measures, set forth the cybersecurity review mechanism for
critical information infrastructure operators, and provided that critical information infrastructure operators who procure internet products and
services that affect or may affect national security shall be subject to a cybersecurity review.
The 2021 Measures took effect on February 15, 2022, and has replaced the 2020 Measures and further restated and expanded the
applicable scope of the cybersecurity review. Pursuant to the 2021 Measures, critical information infrastructure operators that procure internet
products and services, and network platform operators engaging in data processing activities, must be subject to the cybersecurity review under
2021 Measures if their activities affect or may affect national security. The 2021 Measures further stipulate that network platform operators
holding over one million users’ personal information shall declare to the Cybersecurity Review Office for a cybersecurity review before any
public offering at a foreign stock exchange. On August 17, 2021, the State Council promulgated the Regulations on the Security Protection of
Critical Information Infrastructure, which became effective on September 1, 2021. Pursuant to the Regulations on the Security Protection of
Critical Information Infrastructure, critical information infrastructure shall mean any important network facilities or information systems of the
important industry or field such as public communication and information service, energy, transportation, water conservancy, finance, public
services, e-government affairs and national defense science, technology and industry, as well as other important network facilities and
information systems which, in case of destruction, loss of function or leak of data, may result in serious damage to national security, the
national economy and the people’s livelihood and public interests.
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On July 6, 2021, the relevant PRC government authorities made public the Opinions on Strictly Cracking Down Illegal Securities
Activities in Accordance with the Law. These opinions emphasized the need to strengthen the administration over illegal securities activities
and the supervision on overseas listings by China-based companies and proposed to take effective measures, such as promoting the
construction of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies. On November
14, 2021, the CAC released the Regulations on the Network Data Security Management, or the Draft Regulations, for public comments, which
stipulates, among others, that a prior cybersecurity review is required for listing abroad of data processors which process over one million
users’ personal information, and the listing of data processors in Hong Kong which affects or may affect national security. On July 7, 2022, the
CAC promulgated the Measures on Security Assessment of Cross-border Data Transfer which became effective on September 1, 2022. The
Measures on Security Assessment of Cross-border Data Transfer shall apply to the security assessment of the provision of important data and
personal information collected and generated by data processors in the course of their operations within the territory of the PRC by such data
processors to overseas recipients. Pursuant to such measures, a data processor shall apply to the national cyberspace administration for the
security assessment of the outbound data transfer through the local provincial cyberspace administration, if it intends to provide data abroad
under any of the following circumstances: (i) the data processor provides important data abroad; (ii) the critical information infrastructure
operator or the data processor that has processed the personal information of over one million people provides personal information abroad;
(iii) the data processor that has provided the personal information of over 100,000 people or the sensitive personal information of over 10,000
people cumulatively since January 1 of the previous year provides personal information abroad; (iv) any other circumstance where an
application for the security assessment of outbound data transfer is required by the national cyberspace administration. Any failure to comply
with such requirements may subject us to, among others, suspension of services, fines, revoking relevant business permits or business licenses.
The 2021 Measures required that, among others, network platform operators holding over one million users’ personal information shall declare
to the Cybersecurity Review Office for a cybersecurity review before any public offering at a foreign stock exchange. On December 24, 2021,
the CSRC issued the Draft Overseas Securities Offering and Listing Measures and the Draft Overseas Securities Offering and Listing
Regulations, which had a comment period that expired on January 23, 2022. On February 17, 2023, the CSRC promulgated the Overseas
Listing Trial Measures, which stipulates that overseas offering and listing by domestic companies shall strictly abide by relevant laws,
administrative regulations and state rules concerning national security in the areas of foreign investment, cybersecurity, data security and etc.,
and duly fulfill their obligations to protect national security. If the intended overseas offering and listing necessitates national security review
(e.g., cybersecurity review), relevant national security review procedures shall be completed before the application for such offering and listing
is submitted to competent overseas regulators and foreign stock exchanges. See “Item 3. Key Information—D. Risk Factors—Risks Related to
Doing Business in China—The PRC government’s significant oversight and discretion over our business operation could result in a material
adverse change in our operations and the value of our ADSs and ordinary shares.” and “Item 3. Key Information—D. Risk Factors—Risks
Related to Doing Business in China—The approval of or filing to the CSRC or other PRC government authorities may be required in
connection with our offshore offerings and future capital raising activities under PRC law, and, if required, we cannot predict whether or for
how long we will be able to obtain such approval.”
On January 23, 2019, the Office of the Central Cyberspace Affairs Commission, the MIIT, the Ministry of Public Security, and the
SAMR jointly issued the Notice on Special Governance of Illegal Collection and Use of Personal Information via Apps, which restates the
requirement of legal collection and use of personal information, encourages app operators to conduct security certifications, and encourages
search engines and app stores to clearly mark and recommend those certified apps. On November 28, 2019, the CAC, the MIIT, the Ministry of
Public Security and the SAMR jointly issued the Measures to Identify Illegal Collection and Usage of Personal Information by Apps, which
lists six types of illegal collection and usage of personal information, including: (i) failure to publish rules on the collection and usage of
personal information, (ii) failure to expressly state the purpose, manner and scope of the collection and usage of personal information, (iii)
collecting and using personal information without obtaining consents from users, (iv) collecting personal information irrelevant to the services
provided, in violation of the necessary principle, (v) providing personal information to other parties without obtaining consent and (vi) failure
to provide the function of deleting or correcting personal information as required by law or failure to publish the methods for complaints and
reports or other information. On July 22, 2020, the MIIT issued the Notice on Carrying out Special Rectification Actions in Depth against the
Infringement on Users’ Rights and Interests by Apps to urge app service providers, among others, to strengthen the protection of users’
personal information in relation to the download and usage of apps. On March 12, 2021, the CAC, the MIIT, the Ministry of Public Security
and the SAMR jointly promulgated the Rules on the Scope of Necessary Personal Information for Common Types of Mobile Internet
Applications, which became effective on May 1, 2021, to further provide guidance over personal information security and privacy protection.
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In addition to the regulations above, Apps are specially regulated by the Administrative Provisions on Mobile Internet Applications
Information Services (Revised in 2022), or the APP Provisions, promulgated by the CAC, last amended on June 14, 2022 and became effective
on August 1, 2022. The APP Provisions set forth the relevant requirements on the app information service and the app distribution service. The
CAC and its local branches shall be responsible for the supervision and administration of nationwide and local app information content
respectively. According to the APP Provisions, app providers shall strictly fulfill their responsibilities of information security management, and
perform the duties including but not limited to: (i) conduct real identity information authentication based on mobile phone numbers, ID
numbers or unified social credit codes for users who apply for registration when app providers provide users with services such as information
release, instant messaging, etc.; (ii) be responsible for the results of the presentation of information, shall not produce or disseminate illegal
information, and shall consciously prevent and resist harmful information; (iii) not induce users to download apps by means of false
advertisement, bundled downloads, or other acts, or via machine or manual click farming and comment control, or by using illegal and harmful
information; (iv) immediately take remedial measures, promptly notify users and report to the relevant competent authorities in accordance
with regulations when an app has risks such as security defects and vulnerabilities; (v) perform the obligation of ensuring data security,
establish a sound whole-process data security management system, take technical measures to ensure data security and other security measures,
strengthen risk monitoring, and shall not endanger national security or public interests, or damage the legitimate rights and interests of others
when carrying out app data processing activities; and (vi) formulate and disclose management rules, and sign service agreements with
registered users to clarify the relevant rights and obligations of both parties. We are subject to the above provisions or measures relevant to app
operation and believe that we are currently in compliance with the law in all material aspects. See “Item 3. Key Information—D. Risk Factors
—Risks Related to Our Business and Industry—Our business is also subject to complex and evolving laws and regulations regarding
cybersecurity, privacy, data protection and information security in China. Failure to protect confidential information of our end customers or
consumers could damage our reputation and substantially harm our business and results of operations.”
Regulations Relating To Overseas Listing
On February 17, 2023, the CSRC promulgated the Overseas Listing Trial Measures, which became effective on March 31, 2023.
The Overseas Listing Trial Measures will comprehensively improve and reform the existing regulatory regime for overseas offering
and listing of PRC domestic companies’ securities and will regulate both direct and indirect overseas offering and listing of PRC domestic
companies’ securities by adopting a filing-based regulatory regime.
According to the Overseas Listing Trial Measures, PRC domestic companies that seek to offer and list securities in overseas markets,
either in direct or indirect means, are required to fulfill the filing procedure with the CSRC and report relevant information. The Overseas
Listing Trial Measures provides that no overseas offering and listing shall be made under any of the following circumstances: (i) such securities
offering and listing is explicitly prohibited by provisions in laws, administrative regulations and relevant state rules; (ii) the intended securities
offering and listing may endanger national security as reviewed and determined by competent authorities under the State Council in accordance
with law; (iii) the domestic company intending to make the securities offering and listing, or its controlling shareholder(s) and the actual
controller, have committed relevant crimes such as corruption, bribery, embezzlement, misappropriation of property or undermining the order
of the socialist market economy during the latest three years; (iv) the domestic company intending to make the securities offering and listing is
currently under investigations for suspicion of criminal offenses or major violations of laws and regulations, and no conclusion has yet been
made thereof; or (v) there are material ownership disputes over equity held by the domestic company’s controlling shareholder(s) or by other
shareholder(s) that are controlled by the controlling shareholder(s) and/or actual controller.
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The Overseas Listing Trial Measures also provides that if the issuer both meets the following criteria, the overseas securities offering
and listing conducted by such issuer will be deemed as indirect overseas offering by PRC domestic companies: (i) 50% or more of any of the
issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most
recent fiscal year is accounted for by domestic companies; and (ii) the main parts of the issuer’s business activities are conducted in mainland
China, or its main place(s) of business are located in mainland China, or the majority of senior management staff in charge of its business
operations and management are PRC citizens or have their usual place(s) of residence located in mainland China. Where an issuer submits an
application for initial public offering to competent overseas regulators, such issuer must file with the CSRC within three business days after
such application is submitted. The Overseas Listing Trial Measures also requires subsequent reports to be filed with the CSRC on material
events, such as change of control or voluntary or forced delisting of the issuer(s) who have completed overseas offerings and listings.
Furthermore, overseas offering and listing by domestic companies shall strictly abide by relevant laws, administrative regulations and state
rules concerning national security in the areas of foreign investment, cybersecurity, data security and etc., and duly fulfill their obligations to
protect national security. If the intended overseas offering and listing necessitates national security review (e.g., cybersecurity review), relevant
national security review procedures shall be completed before the application for such offering and listing is submitted to competent overseas
regulators and foreign stock exchanges. A domestic company that seeks to offer and list securities in overseas markets shall, as per requirement
by competent authorities under the State Council, take such measures as timely rectification, commitment and divestiture of relevant business
and assets, to eliminate or avert any impact on national security resulting from such overseas offering and listing. See “Item 3. Key Information
—D. Risk Factors—Risks Related to Our Business and Industry—Our business is also subject to complex and evolving laws and regulations
regarding cybersecurity, privacy, data protection and information security in China. Failure to protect confidential information of our end
customers or consumers could damage our reputation and substantially harm our business and results of operations.” and “Item 3. Key
Information—D. Risk Factors—Risks Related to Doing Business in China—The approval of or filing to the CSRC or other PRC government
authorities may be required in connection with our offshore offerings and future capital raising activities under PRC law, and, if required, we
cannot predict whether or for how long we will be able to obtain such approval.”
On February 24, 2023, the CSRC, MOF, the National Administration of State Secret Protection and the National Archives
Administration of China promulgated the Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities
Offering and Listing by Domestic Companies, or the Overseas Listing Confidentiality Provisions, which became effective on March 31, 2023.
According to the Overseas Listing Confidentiality Provisions, PRC domestic companies that seek overseas offering and listing, and
the securities companies and securities service providers that undertake relevant businesses shall institute a sound confidentiality and archives
administration system and take necessary measures to fulfill confidentiality and archives administration obligations. A domestic company that
plans to, either directly or through its overseas listed entity, publicly disclose or provide to relevant individuals or entities including securities
companies, securities service providers and overseas regulators, any documents and materials that contain state secrets or working secrets of
government agencies, shall first obtain approval from competent authorities according to law, and file with the secrecy administrative
department at the same level. A domestic company that plans to, either directly or through its overseas listed entity, publicly disclose or provide
to relevant individuals and entities including securities companies, securities service providers and overseas regulators, any other documents
and materials that, if leaked, will be detrimental to national security or public interest, shall strictly fulfill relevant procedures stipulated by
applicable national regulations. Any entities or individuals that violate the Law of the People’s Republic of China on Guarding State Secrets,
the Archives Law of the People’s Republic of China and other applicable laws and regulations in the process of overseas offering and listing
shall be held legally liable by competent authorities, and referred to the judicial organ to be investigated for criminal liability if suspected of
committing a crime.
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Regulations Relating To Financial Services
Pursuant to the Guiding Opinions of the China Banking Regulatory Commission and the People’s Bank of China on the Pilot
Operation of Microcredit Loan Enterprises promulgated by the China Banking Regulatory Commission and the People’s Bank of China on
May 4, 2008, to apply for the establishment of a microcredit loan enterprise, the applicant shall submit a formal application to the competent
administrative departments at the provincial level, and upon the approval, the applicant shall register with the local branch of the industrial and
commercial administration to obtain the business license.
Pursuant to the Notice of the China Banking and Insurance Regulatory Commission on Issuing the Interim Measures for the
Supervision and Administration of Financial Leasing Enterprises promulgated by the China Banking and Insurance Regulatory Commission on
May 26, 2020, provincial-level local financial regulatory authority shall establish a mechanism for consultation with administrations for market
regulation to strictly control the registration of financial leasing enterprises and their branches.
Pursuant to the Notice of the General Office of the China Banking and Insurance Regulatory Commission on Strengthening the
Supervision and Administration of Commercial Factoring Enterprises promulgated by the China Banking and Insurance Regulatory
Commission on October 18, 2019 with the amendment on June 21, 2021, each financial regulatory authority shall coordinate with
administrations for market regulation in strictly controlling the registration of commercial factoring enterprises before promulgation of the
administrative measures for market access of commercial factoring enterprises. If the newly establishment of a commercial factoring enterprise
is necessary, the financial regulatory authority shall set up a consultation mechanism with administrations for market regulation.
Regulations Relating To Pricing
In China, the prices of a few numbers of products and services are set by the government. According to the Pricing Law promulgated
on December 29, 1997, which became effective on May 1, 1998, operators must, as required by the government departments in charge of
pricing, mark the prices explicitly and indicate the service items, pricing structures and other related standards clearly. Operators may not
charge any fees that are not explicitly indicated. Operators must not commit unlawful pricing activities, such as colluding with others to
manipulate the market price, using false or misleading prices to deceive consumers, or conducting price discrimination against other business
operators. Failure to comply with the Pricing Law may subject business operators to administrative sanctions such as warning, ceasing
unlawful activities, requiring compensation, confiscating illegal gains, fines. The business operators may be ordered to suspend business for
rectification or having their business licenses revoked if the violations are severe. We are subject to the Pricing Law as a service provider and
believe that our pricing activities are currently in compliance with the laws in all material aspects.
Regulations Relating To Leasing
We lease properties for our offices, sorting hubs, pickup and delivery outlets and other facilities. Pursuant to the Law on
Administration of Urban Real Estate which took effect on January 1, 1995 with the latest amendment on August 26, 2019, which became
effective on January 1, 2020, lessors and lessees are required to enter into a written lease contract, containing such provisions as the term of the
lease, the use of the premises, rental price, liability for repair, and other rights and obligations of both parties. Both lessor and lessee are also
required to file for registration and record the lease contract with the real estate administration department. Pursuant to implementing rules
stipulated by certain provinces or cities, if the lessor and lessee fail to go through the registration procedures, both lessor and lessee may be
subject to fines.
The Civil Code superseded the PRC Contract Law and became effective on January 1, 2021. According to the foregoing regulations,
the lessee may sublease the leased premises to a third party, subject to the consent of the lessor. Where the lessee subleases the premises, the
lease contract between the lessee and the lessor remains valid. The lessor is entitled to terminate the lease contract if the lessee subleases the
premises without the consent of the lessor. In addition, if the lessor transfers the premises, the lease contract between the lessee and the lessor
will still remain valid.
The Civil Code superseded the PRC Property Law and became effective on January 1, 2021. Pursuant to the foregoing regulations, if
the mortgaged property is leased before the mortgage contract is executed, the previously established tenancy will not be affected by the
subsequent mortgage, but where the mortgaged property is leased after the creation and registration of the mortgage interest, the tenancy cannot
challenge the registered mortgage.
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Regulations Relating To Land Use Right And Construction
Certain of our offices, sorting hubs and other facilities, together with the land use rights attached, are obtained or built by us or bought
from third parties. Pursuant to the PRC Land Administration Law promulgated on June 25, 1986 with the latest amendment on August 26,
2019, which became effective on January 1, 2020, and the PRC Property Law which has been superseded by the Civil Code since January 1,
2021, any entity that needs land for the purposes of construction must obtain land use right and must register with local counterparts of
Ministry of Natural Resources. Land use right is established at the time of registration. We have not obtained title certificates of land use rights
to certain pieces of land currently used by us. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—
The title defects with respect to or encumbrances on certain land and buildings or failure to obtain requisite approvals, licenses or permits in
carrying out our property construction may cause interruptions to our business operations.”
According to the Measures for Control and Administration of Grant and Assignment of Right to Use Urban State-owned Land
promulgated by the Ministry of Housing and Urban-Rural Development on December 4, 1992 with the amendment on January 26, 2011, and
the PRC Law on Urban and Rural Planning promulgated by the National People’s Congress on October 28, 2007 and became effective on
January 1, 2008 with the latest amendment on April 23, 2019, the Measures for Administration of Permission for Commencement of
Construction Works promulgated by the Ministry of Housing Construction and Urban-Rural Development with the latest amendment on March
30, 2021, the Administrative Measures for Archival Filing on Inspection Upon Completion of Buildings and Municipal Infrastructure
promulgated by the Ministry of Housing and Urban-Rural Development with the latest amendment on October 19, 2009, and the Regulations
on the Quality Management of Construction Engineering promulgated by the State Council on January 30, 2000 and most recently amended on
April 23, 2019, after obtaining land use right, the owner of land use right must obtain construction land planning permit, construction works
planning permit from the relevant municipal planning authority, and a construction permit from relevant construction authority in order to
commence construction. After a building is completed, an examination of completion by the relevant governmental authorities and experts
must be organized. We have not been fully in compliance with certain construction requirements under PRC laws and regulations, such as
commencing construction projects before obtaining the requisite permits and putting the constructions into use before passing the requisite
inspection and acceptance. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—The title defects
with respect to or encumbrances on certain land and buildings or failure to obtain requisite approvals, licenses or permits in carrying out our
property construction may cause interruptions to our business operations.”
Regulations Relating To Environmental Protection
Pursuant to the PRC Law on Environment Impact Assessment promulgated on October 28, 2002 and most recently amended on
December 29, 2018, and the Administrative Regulations on the Environmental Protection of Construction Projects promulgated on November
29, 1998 with the latest amendment on July 16, 2017, each construction project is required to undergo an environmental impact assessment,
and an environmental impact assessment report must be submitted to the relevant governmental authorities in charge of ecological environment
for approval before the commencement of construction. In the event that there is a material change in respect of the location, scale, nature of
the construction project, the production techniques employed or the measures adopted for preventing pollution and preventing ecological
damage of a given project, a new environmental impact assessment report must be submitted for approval. Moreover, in accordance with the
Administrative Regulations on the Environmental Protection of Construction Projects, after the construction of a construction project for which
an environmental impact report or environmental impact statement is required, the construction unit shall make an acceptance check of the
matching environmental protection facilities and prepare an acceptance report according to the standards and procedures stipulated by the
competent administrative department of environmental protection under the State Council. Subject to the Administrative Regulations on the
Environmental Protection of Construction Projects, and the Interim Measures on the Administration of Acceptance Inspection of Construction
Project Environmental Protection which became effective on November 20, 2017, except those construction projects requiring water, noise and
solid waste pollution prevention facilities, which are still subject to acceptance by the environmental authorities, the constructing entities may
organize the acceptance inspection upon the completion by themselves for other construction projects. Failure to comply with the above-
mentioned regulations may subject an enterprise to fines, suspension of the construction and other administrative liabilities.
Regulations Relating To Intellectual Property Rights
The PRC government has adopted comprehensive governing laws for intellectual property rights, including copyrights, patents,
trademarks and domain names.
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Copyright. Copyright in China, including copyrighted software, is principally protected under the PRC Copyright Law and its
implementation rules and the Regulations on the Protection of Computer Software. The PRC Copyright Law was promulgated by the Standing
Committee of the National People’s Congress on September 7, 1990 and was most recently amended on November 11, 2022. According to the
PRC Copyright Law, the state copyright authority shall be responsible for the copyright administration nationwide, while the local copyright
authority at or above the country level shall be responsible for copyright administration within its own administrative area. Copyright in China
shall include personal rights and economic rights, including but not limited to the right of publication, the right of modification, the right of
reproduction, the right of performance, etc. An author’s right of authorship, right of modification and right of protecting the integrity of the
work shall continue in perpetuity. The Implementing Regulations of the PRC Copyright Law, promulgated by the State Council and recently
amended on January 30, 2013, stipulates the detailed rules on the protection of various types of copyrights in China. The Regulations on the
Protection of Computer Software, promulgated by the State Council and most recently amended on January 30, 2013, provides rules on
copyrighted software. Under these regulations, the term of protection for copyrighted software is 50 years.
Patent Patents in China are principally protected under the PRC Patent Law, promulgated by the Standing Committee of the National
People’s Congress and recently amended on October 17, 2020, and its implementation rules, promulgated by the State Council and recently
amended on January 9, 2010. For the purposes of the PRC Patent Law, the protectable invention-creations refers to inventions, utility models
and designs. The patent administrative department under the State Council (i.e. The National Intellectual Property Administration) is
responsible for the administration of patent-related work nationwide, including examining and approving patent applications. The patent
administrative departments of provinces, autonomous regions and municipalities are responsible for patent administration within their
respective administrative areas. Inventions and utility models must meet three conditions: novelty, inventiveness and practical applicability.
The duration of a patent right is either 10 years, 15 years or 20 years from the date of application, depending on the type of patent right.
Trademark The PRC Trademark Law, promulgated by the Standing Committee of the National People’s Congress and recently
amended on April 23, 2019, and its implementation rules, promulgated by the State Council and recently amended on April 29, 2014 protect
registered trademarks in China. The PRC Trademark Office of the National Intellectual Property Administration is responsible for the
registration and administration of trademarks throughout China. The trademark applied for registration shall have distinctive characteristics for
identification, and shall not conflict with the prior legitimate rights of others. The PRC Trademark Law has adopted a “first-to-file” principle
with respect to trademark registration. Where registration application for a trademark that is identical or similar to another trademark which has
already registered or given preliminary examination, the application for such trademark may be rejected. Trademark registration is effective for
a renewable ten-year period, unless otherwise revoked.
Domain Name. Domain names in China are protected under the Administrative Measures on the Internet Domain Names promulgated
by the MIIT, on August 24, 2017. The MIIT is the major regulatory authority responsible for the administration of the PRC internet domain
names, under supervision of which the China Internet Network Information Center, is responsible for the daily administration of CN domain
names and Chinese domain names. The communication administrations of provinces, autonomous regions and municipalities shall supervise
and administer domain name services within their respective administrative area. Our domain name registration is handled through domain
name service agencies established under the relevant regulations, and we become domain name holders upon successful registration.
Regulations Relating To Employment
Pursuant to the PRC Labor Law, promulgated by National People’s Congress and most recently amended on December 29, 2018, and
the PRC Labor Contract Law, promulgated by the Standing Committee of the National People’s Congress on June 29, 2007 and amended on
December 28, 2012, employers must execute written labor contracts with full-time employees. All employers must comply with local minimum
wage standards. Violation of the PRC Labor Law and the PRC Labor Contract Law may result in the imposition of fines and other
administrative and criminal liability in the case of serious violation.
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Enterprises in China are required by PRC laws and regulations to participate in certain employee benefit plans, including social
insurance funds, namely a pension 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, and contribute to such plans or funds in amounts equal to certain percentages of
salaries, including bonuses and allowances, of the employees as specified by the local government from time to time at locations where they
operate their businesses or where they are located. According to the PRC Social Insurance Law, promulgated by National People’s Congress on
October 28, 2010 and most recently amended on December 29, 2018, and Interim Regulations on Levying Social Insurance Premiums,
promulgated by National People’s Congress on January 22, 1999 and most recently amended on March 24, 2019, an employer that fails to
make social insurance contributions may be ordered to rectify the non-compliance and pay the required contributions within a stipulated
deadline and be subject to a late fee of up to 0.05% per day. If the employer still fails to rectify the failure to make social insurance
contributions within the stipulated deadline, it may be subject to a fine ranging from one to three times of the amount overdue and/or subject to
a late fee of 0.2% per day. According to the Regulations on Management of Housing Fund, promulgated by National People’s Congress on
April 3, 1999 and most recently amended on March 24, 2019, an enterprise that fails to make housing fund contributions may be ordered to
rectify the noncompliance and pay the required contributions within a stipulated deadline; otherwise, an application may be made to a local
court for compulsory enforcement. In the event of failure to pay certain past social security and housing fund contributions in accordance with
the applicable PRC laws and regulations for and on behalf of our employees, we may be subject to fines and penalties and may be required to
make up the contributions for the social security and housing fund contributions as well as to pay late fees. See “Item 3. Key Information—D.
Risk Factors—Risks Related to Doing Business in China—Our failure to fully comply with PRC labor-related laws may expose us to potential
penalties.”
Regulations Relating To Foreign Exchange
The principal regulations governing foreign currency exchange in China are the Foreign Exchange Administration Regulations, most
recently amended on August 5, 2008. Payments of current account items, such as profit distributions and trade and service-related foreign
exchange transactions, can usually be made in foreign currencies without prior approval from SAFE, by complying with certain procedural
requirements. By contrast, approval from or registration with appropriate governmental authorities is required where Renminbi is to be
converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of foreign currency-denominated
loans.
SAFE Circular 19 took effect as of June 1, 2015 and partially modified or repealed on June 9, 2016 and December 30, 2019. Pursuant
to SAFE Circular 19, the foreign exchange capital of foreign-invested enterprises is subject to the discretional foreign exchange settlement,
which means the foreign exchange capital in the capital account of foreign-invested enterprises upon the confirmation of rights and interests of
monetary contribution by the local foreign exchange bureau (or the book-entry registration of monetary contribution by the banks) may be
settled at the banks based on the actual operation needs of the enterprises. The proportion of discretionary settlement of foreign exchange
capital of foreign-invested enterprises is temporarily 100%. SAFE can adjust such proportion in due time based on the circumstances of
international balance of payments.
On June 9, 2016, SAFE promulgated SAFE Circular 16. SAFE Circular 16 reiterates some of the rules set forth in SAFE Circular 19
and removed certain restrictions previously provided under several SAFE circulars, including removal of restriction on conversion by a
foreign-invested enterprise of foreign currency registered capital into RMB and use of such RMB capital. However, SAFE Circular 16
continues to prohibit foreign-invested enterprises from, among other things, using RMB funds converted from their foreign exchange capitals
for expenditure beyond their business scope, and providing loans to non-affiliated enterprises except as permitted in the business scope.
On January 26, 2017, SAFE issued the Notice of State Administration of Foreign Exchange on Improving the Review of Authenticity
and Compliance to Further Promoting the Reform of Foreign Exchange Administration, or SAFE Circular 3, which stipulates several capital
control measures with respect to the outbound remittance of profit from domestic entities to offshore entities. Moreover, pursuant to SAFE
Circular 3, domestic entities shall make detailed explanations of the sources of capital and utilization arrangements, and provide board
resolutions, contracts and other proof when completing the registration procedures in connection with an outbound investment. On October 23,
2019, SAFE issued the Notice of the State Administration of Foreign Exchange on Further Facilitating Cross-border Trade and Investment,
which, among other things, expanded the use of foreign exchange capital to domestic equity investment area.
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Regulations Relating To PRC Mergers & Acquisitions
On August 8, 2006, the MOFCOM issued the M&A Rules, which took effect on September 8, 2006 and were amended on June 22,
2009, provided that the scenarios qualify as an acquisition of a domestic enterprise by a foreign investor. The M&A Rules requires an overseas
special purpose vehicle formed for listing purposes through acquisitions of PRC domestic companies and controlled by PRC persons or entities
to obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange.
According to the Measures for Reporting of Information on Foreign Investment, which was issued by the MOFCOM and the SAMR and took
effect on January 1, 2020, to acquire the equity of a non-foreign-invested enterprise within the territory of China, a foreign investor shall
submit the initial report through the enterprise registration system when it applies for the registration of changes to the acquired enterprise. The
Anti-Monopoly Law promulgated by the Standing Committee of the National People’s Congress, which became effective on August 1, 2008,
and recently amended on June 24, 2022, requires that transactions which are deemed concentrations and involve parties with specified turnover
thresholds must be declared to the MOFCOM before they can be completed. According to the Provisions on Thresholds for Prior Notification
of Concentrations of Undertakings, issued by the State Council on August 3, 2008 with latest amendment released on September 18, 2018,
where the concentration of business operators satisfies any of the following threshold, the business operators shall file a declaration to the anti-
monopoly enforcement authority of the State Council in advance, otherwise, no concentration shall be carried out: (i) the total amount of the
global turnover realized by all business operators participating in the concentration during the last fiscal year exceeds RMB10 billion with at
least two business operators each achieving a turnover of more than RMB 400 million within China during the last fiscal year; (ii) the total
amount of the turnover within China achieved by all business operators participating in the concentration during the last fiscal year exceeds
RMB 2 billion with at least two business operators each achieving a turnover of more than RMB400 million within China during the last fiscal
year. The Interim Provisions on the Examination of Concentration of Business Operators promulgated by the SAMR, which became effective
on December 1, 2020 and recently amended on March 24, 2022, further stipulates the detailed rules of declaration and examination of
concentration of business operators. In addition, the Notice of the General Office of the State Council on the Establishment of the Security
Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors promulgated on February 3, 2011 and became
effective after 30 days of promulgation, require acquisitions by foreign investors of PRC companies engaged in military related or certain other
industries that are crucial to national security be subject to security review before consummation of any such acquisition. See “Item 3. Key
Information—D. Risk Factors—Risks Related to Doing Business in China—Certain PRC regulations may make it more difficult for us to
pursue growth through acquisitions.” Currently, there remains uncertainty as to how the M&A Rules will be interpreted or implemented in the
context of an overseas offering. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—PRC regulations
relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident beneficial owners or our
PRC subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries, limit our PRC subsidiaries’ ability to
increase their registered capital or distribute profits to us, or may otherwise adversely affect us.”
Regulations Relating To Anti-Unfair Competition Law and Anti-Monopoly Law
In accordance with the PRC Anti-Unfair Competition Law which was promulgated by the Standing Committee of the National
People’s Congress on September 2, 1993 and recently amended on April 23, 2019, when carrying out production or business activities, business
operators shall abide by the principles of voluntariness, equality, fairness, honesty and credibility, and abide by laws and recognized business
ethics. Pursuant to the PRC Anti-Unfair Competition Law, business operators may not engage in improper activities to undermine their
competitors, including but not limited to, causing market obfuscation, commercial bribery, misleading or false publicity, infringing upon trade
secrets, improper prize-attached sale activities, defamation of goodwill and internet unfair competition. Failure to comply with such regulations
could result in various administrative penalties, including fines, confiscation of illegal gains and cessation of business activities. When the
legitimate rights and interests of a business operator are damaged by unfair competition, it may file a lawsuit in the People’s Court. If the
damage suffered by the business operator is difficult to assess, the amount of damages shall be the profit obtained by the infringer through the
infringement. The infringer shall also bear all reasonable expenses paid by the infringed business operator to stop the infringement. In contrast,
if a business operator violates the provisions of the PRC Anti-Unfair Competition Law, engages in unfair competition and causes damage to
another business operator, it shall be liable for damages.
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The Anti-Monopoly Law was promulgated by the Standing Committee of the National People’s Congress, which took effect on
August 1, 2008 and most recently amended and took effect on August 1, 2022. The Anti-Monopoly Law prohibits monopolistic conduct, such
as entering into monopoly agreements, abuse of dominant market position and concentration of undertakings that have the effect of eliminating
or restricting competition and other anti-competitive activities. The Anti-Monopoly Law provides, among others, that business operators shall
not use data, algorithms, technology, capital advantages and platform rules to exclude or limit competition, and also requires relevant
government authorities to strengthen the examination of concentration of undertakings in areas related to national welfare and people’s well-
being. On February 7, 2021, the Anti-Monopoly Guidelines published by the Anti-Monopoly Committee of the State Council has been
operating as a compliance guidance under the existing anti-monopoly laws and regulations for operators of the internet platform economy. The
Anti-Monopoly Guidelines specified the circumstances where an activity of an internet platform will be identified as monopolistic act as well
as concentration filing procedures for business operators, including those involving variable interest entities.
Regulations Relating To Dividend Distribution
According to the FIL, foreign investment enterprises in China may pay dividends freely in RMB or any other foreign currency
according to law. In addition, according to the PRC Company Law, foreign investment enterprises, same as domestic enterprises, are required
to set aside at least 10% of their after-tax profits (if any) each year to the company’s statutory reserves, until the accumulative amount of such
fund reaches 50% of its registered capital. Although the statutory reserves can be used, among other ways, to increase the registered capital and
eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends
except in the event of liquidation. Further, the foreign investment enterprises may allocate a portion of their after-tax profits based on PRC
accounting standards as discretionary reserve funds. These reserve funds are not distributable as cash dividends.
Regulations Relating To Foreign Debts
The foreign debt in PRC is regulated by various laws and regulations, including the Interim Provisions on the Management of Foreign
Debts promulgated by the NDRC, the MOF and SAFE on January 8, 2003 and recently amended on July 26, 2022, the Statistical Monitoring of
Foreign Debts Tentative Provisions promulgated by SAFE on August 27, 1987 and recently amended on November 29, 2020 and the
Administrative Measures for Registration of Foreign Debts promulgated by SAFE on April 28, 2013 and recently amended on June 9, 2016, a
shareholder loan in the form of foreign debt made to a PRC subsidiary shall be registered by SAFE or its local branches within 15 business
days after entering into the foreign debt contract. Pursuant to the Interim Provisions on the Management of Foreign Debts, the sum of the
accumulated amount of medium and long-term foreign debts and the balance of short-term foreign debts borrowed by a foreign invested
enterprise shall not exceed the difference between the total investment and the registered capital of the foreign invested enterprise. On January
5, 2023, the NDRC issued Administrative Measures for Review and Registration of Medium-term and Long-term Foreign Debts of Enterprises,
requiring enterprises that borrowing debts with a maturity of more than one year from overseas by domestic companies and overseas companies
or branches controlled by domestic companies to apply for foreign debt review and registration, to report and release relevant information, to
optimize the use of foreign debts, to manage risks in an effective manner, and to cooperate with supervision and inspection. Before borrowing
foreign debt, an enterprise shall obtain the Certificate of Review and Registration of Enterprise Borrowing Foreign Debt, or the Certificate of
Review and Registration, and complete the review and registration procedures. No borrowing of foreign debts shall be allowed without review
and registration. Further, an enterprise shall, within ten business days after borrowing each foreign debt, report the information to the review
and registration authority via the network system; and report the corresponding information about the foreign debt borrowed within ten
business days after the expiration of Certificate of Review and Registration. See “Item 3. Key Information—D. Risk Factors—Risks Related to
Doing Business in China—PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental
control of currency conversion may delay or prevent us from loaning to or making additional capital contributions to our PRC subsidiaries,
which could materially and adversely affect our liquidity and our ability to fund and expand our business.”
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Regulations Relating To Offshore Financing
SAFE Circular 37 requires PRC residents to register with local branches of SAFE in connection with their direct establishment or
indirect control of an offshore entity, for the purpose of overseas investment and financing, with such PRC residents’ legally owned assets or
equity interests in domestic enterprises or offshore assets or interests, referred to in SAFE Circular 37 as a “special purpose vehicle.” SAFE
Circular 37 further requires amendment to the registration in the event of any significant changes with respect to the special purpose vehicle,
such as increase or decrease of capital contributed by PRC individuals, share transfer or exchange, merger, division or other material event. In
the event that a PRC shareholder holding interests in a special purpose vehicle fails to fulfill the required SAFE registration, the PRC
subsidiaries of that special purpose vehicle may be prohibited from making profit distributions to the offshore parent and from carrying out
subsequent cross-border foreign exchange activities, and the special purpose vehicle may be restricted in its ability to contribute additional
capital into its PRC subsidiary. Furthermore, failure to comply with the various SAFE registration requirements described above could result in
liability under PRC law for evasion of foreign exchange controls. All of our shareholders that we are aware of being subject to SAFE
regulations have completed all necessary initial registrations with the local SAFE branch or qualified banks as required by SAFE Circular 37.
On February 13, 2015, SAFE released Circular of the State Administration of Foreign Exchange on Further Simplifying and
Improving the Direct Investment-related Foreign Exchange Administration Policies, which was partially abolished on December 30, 2019,
under which local banks will examine and handle foreign exchange registration for overseas direct investment, including the initial foreign
exchange registration and amendment registration, starting from June 1, 2015.
On March 11, 2020, the People’s Bank of China and SAFE jointly released the Notice on Adjusting Macro-Prudential Adjustment
Parameters of Full-Caliber Cross-Border Financing, which raised the macro prudential adjustment parameter from 1 to 1.25. On January 7,
2021, the People’s Bank of China and SAFE jointly released the Notice on Adjusting Macro-Prudential Adjustment Parameters of Cross-
Border Financing, which debased the macro prudential adjustment parameter from 1.25 to 1.
Regulations Relating To Employee Stock Incentive Plan Of Overseas Publicly-Listed Company
Pursuant to the 2012 SAFE Notices, which was promulgated by SAFE on February 15, 2012, individuals participating in any stock
incentive plan of any overseas publicly listed company who are PRC citizens or non-PRC citizens who reside in China for a continuous period
of not less than one year, subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, which could be a
PRC subsidiary of such overseas listed company, and complete certain other procedures. In addition, an overseas entrusted institution must be
retained to handle matters in connection with the exercise or sale of stock options and the purchase or sale of shares and interests. We and our
executive officers and other employees, who are PRC citizens or non-PRC citizens who reside in China for a continuous period of not less than
one year with the exception of diplomatic agents of foreign countries in China and the representatives of any international organization in
China and have been granted options, are subject to these regulations as our company became an overseas listed company upon the completion
of our initial public offering. Failure by such individuals to complete their SAFE registrations may subject them to fines and other legal
sanctions. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Any failure to comply with PRC
regulations regarding the registration requirements for employee stock incentive plans of overseas publicly listed companies may subject the
PRC plan participants or us to fines and other legal or administrative sanctions.”
The STA has issued certain circulars concerning employee share options or restricted shares. Under these circulars, our employees
working in China who exercise share options or are granted restricted shares will be subject to PRC individual income tax. Our PRC
subsidiaries have obligations to file documents related to employee share options or restricted shares with relevant tax authorities and to
withhold individual income taxes of those employees who exercise their share options. If our employees fail to pay or we fail to withhold their
income taxes according to relevant laws and regulations, we may face sanctions imposed by the tax authorities or other PRC governmental
authorities.
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Regulations Relating To Tax
Dividend Withholding Tax
Pursuant to the PRC Enterprise Income Tax Law, or the EIT Law, which was recently amended on December 29, 2018, and its
implementation rules, which became effective on January 1, 2008 and was amended on April 23, 2019, if a non-resident enterprise has not set
up an organization or establishment in China, or has set up an organization or establishment but the income derived has no actual connection
with such organization or establishment, it will be subject to a withholding tax on its PRC-sourced income at a rate of 10%. Pursuant to the
Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax
Evasion on Income, the withholding tax rate in respect to the payment of dividends by a PRC enterprise to a Hong Kong enterprise is reduced
to 5% from a standard rate of 10% if the Hong Kong enterprise directly holds at least 25% of the PRC enterprise. The Notice of the STA on the
Issues concerning the Application of the Dividend Clauses of Tax Agreements, or STA Circular 81 sets forth the requirements for a Hong Kong
resident enterprise to enjoy the reduced withholding tax. Furthermore, the Administrative Measures for Convention Treatment for Non-resident
Taxpayers, which became effective on January 1, 2020, require that non-resident taxpayers claiming treaty benefits shall be handled in
accordance with the principles of “self-assessment, claiming benefits, retention of the relevant materials for future inspection.” Where a non-
resident taxpayer self-assesses and concludes that it satisfies the criteria for claiming treaty benefits, it may enjoy treaty benefits at the time of
tax declaration or at the time of withholding through a withholding agent, simultaneously gather and retain the relevant materials pursuant to
the provisions of these Measures for future inspection, and subject to subsequent administration by tax authorities. Accordingly, ZTO Express
(Hong Kong) Limited may be able to enjoy the 5% withholding tax rate for the dividends they receive from ZTO Express, if they satisfy the
conditions prescribed under STA Circular 81 and other relevant tax rules and regulations. However, according to STA Circular 81, if the
relevant tax authorities consider the transactions or arrangements we have are for the primary purpose of enjoying a favorable tax treatment, the
relevant tax authorities may adjust the favorable withholding tax in the future.
Enterprise Income Tax
Under the EIT Law, enterprises are classified as resident enterprises and nonresident enterprises. PRC resident enterprises typically
pay an enterprise income tax at the rate of 25%. Uncertainties exist with respect to how the EIT Law applies to the tax residence status of ZTO
Express (Cayman) Inc. and our offshore subsidiaries.
Under the EIT Law, an enterprise established outside China with its “de facto management bodies” located within China is considered
a “resident enterprise,” meaning that it is treated in a manner similar to a PRC domestic enterprise for enterprise income tax purposes. The
implementing rules of the FIT Law define de facto management body as a managing body that in practice exercises “substantial and overall
management and control over the production and operations, personnel, accounting, and properties” of the enterprise.
According to STA Circular 82, a Chinese-controlled offshore incorporated enterprise will be regarded as a PRC tax resident by virtue
of having a “de facto management body” in China and will be subject to PRC enterprise income tax on its worldwide income only if all of the
criteria specified in STA Circular 82 are met. In addition, the STA issued the Bulletin of the STA on Printing and Distributing the
Administrative Measures for Income Tax on Chinese-controlled Resident Enterprises Incorporated Overseas (Trial Implementation) on July 27,
2011 and amended on June 15, 2018 by the Announcement of the STA on Revising Certain Taxation Normative Documents, providing more
guidance on the implementation of STA Circular 82. According to the Bulletin of the STA on Issues concerning the Determination of Resident
Enterprises Based on the Standards of Actual Management Institutions, or STA Bulletin 9, issued by the STA on January 29, 2014, a Chinese-
controlled offshore incorporated enterprise that satisfies the conditions prescribed under STA Circular 82 for being recognized as a PRC tax
resident must apply for being recognized as a PRC tax resident to the competent tax authority at the place of registration of its main investor
within the territory of China.
We do not believe that we meet all of the conditions outlined in the immediately preceding paragraph. We believe that ZTO Express
(Cayman) Inc. and our offshore subsidiaries should not be treated as a “resident enterprise” for PRC tax purposes if the criteria for “de facto
management body” as set forth in STA Circular 82 were deemed applicable to us. However, as the tax residency status of an enterprise is
subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto
management body” as applicable to our offshore entities, we may be treated as a resident enterprise for PRC tax purposes under the EIT Law,
and we may therefore be subject to PRC income tax on our global income. We are actively monitoring the possibility of “resident enterprise”
treatment for the applicable tax years and are evaluating appropriate organizational changes to avoid this treatment, to the extent possible.
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In the event that ZTO Express (Cayman) Inc. or any of our offshore subsidiaries is considered to be a PRC resident enterprise: ZTO
Express (Cayman) Inc. or our offshore subsidiaries, as the case may be, may be subject to the PRC enterprise income tax at the rate of 25% on
our worldwide taxable income; dividend income that ZTO Express (Cayman) Inc. or our offshore subsidiaries, as the case may be, received
from our PRC subsidiaries may be exempt from the PRC withholding tax; and dividends or interest paid to our overseas shareholders or ADS
holders who are non-PRC resident individuals/enterprises as well as gains realized by such shareholders or ADS holders from the transfer of
our shares or ADSs may be regarded as PRC-sourced income and as a result be subject to PRC withholding tax at a rate of 20% to individuals
or up to 10% to enterprises, subject to any reduction or exemption set forth in relevant tax treaties. See “Item 3. Key Information—D. Risk
Factors—Risks Related to Doing Business in China—If we are classified as a PRC resident enterprise for PRC income tax purposes, such
classification could result in unfavorable tax consequences to us and our non-PRC shareholders or ADS holders.”
Under STA Public Notice 7, issued by the STA on February 3, 2015, and was recently amended on December 29, 2017, an “indirect
transfer” of assets, including equity interests in a PRC resident enterprise, by non-PRC resident enterprises may be re-characterized and treated
as a direct transfer of PRC taxable assets, if such arrangement does not have a reasonable commercial purpose and was established for the
purpose of avoiding payment of PRC enterprise income tax. As a result, gains derived from such indirect transfer may be subject to PRC
enterprise income tax. In respect of an indirect offshore transfer of assets of a PRC establishment, the relevant gain is to be regarded as
effectively connected with the PRC establishment and would consequently be subject to PRC enterprise income tax at a rate of 25%. Where the
underlying transfer relates to the immoveable properties in China or to equity investments in a PRC resident enterprise, which is not effectively
connected to a PRC establishment of a non-resident enterprise, a PRC enterprise income tax at 10% would apply, subject to available
preferential tax treatment under applicable tax treaties or similar arrangements, and the party who is obligated to make the transfer payments
has the withholding obligation. According to STA Announcement 37, the withholding party shall, within seven days of the day on which the
withholding obligation occurs, declare and remit the withholding tax to the competent tax authority at its locality. Where the withholding party
fails to withhold and remit the income tax payable or is unable to perform its obligation in this regard, the non-resident enterprise that earns the
income shall, declare and pay the tax that has not been withheld to the competent tax authority at the place where the income occurs, and
complete the Withholding Statement of the PRC for Enterprise Income Tax. There is uncertainty as to the implementation details of STA Public
Notice 7 and STA Announcement 37. If STA Public Notice 7 or STA Announcement 37 was determined to be applicable to some of our
transactions involving PRC taxable assets, our offshore subsidiaries conducting the relevant transactions might be required to spend valuable
resources to comply with STA Public Notice 7 and STA Announcement 37 or to establish that the relevant transactions should not be taxed
under STA Public Notice 7 or STA Announcement 37. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in
China — We face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding
companies.”
Where the payers fail to withhold any or sufficient tax, the non-PRC residents, as the transferors, are required to declare and pay such
taxes to the tax authorities on their own within the statutory time limit. Failure to comply with the tax payment obligations by the non-PRC
residents will result in penalties, including full payment of taxes owed, fines ranging from fifty percent to five times the amount of unpaid or
underpaid tax and default interest on those taxes.
Under the EIT Law and its implementation rules, certain “high and new technology enterprises strongly supported by the state” that
independently own core intellectual property and meet statutory criteria are permitted to enjoy a reduced 15% enterprise income tax rate. The
Administrative Measures for the Certification of High and New Technology Enterprises, issued by the STA, the Ministry of Science and
Technology and the Ministry of Finance, or the MOF on January 29, 2016, specifies the criteria and procedures for the qualification and
certification of the High and New Technology Enterprises.
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Under the Circular on Issues Concerning Tax Policies for In-depth Implementation of Western Development Strategies, or Circular 58
and the Bulletin of the STA on Issues of Enterprise Income Tax Concerning In-depth Implementation of Western Region Development Strategy
promulgated on April 6, 2012, or Circular 12, from January 1, 2011 to December 31, 2020, the primary business of the enterprise is listed in
one of the industry items provided in the Catalogue of Encouraged Industries in Western Regions and annual primary business revenue of
which accounts for more than 70% of the total enterprise revenue, may pay enterprise income tax at the reduced tax rate of 15% subject to the
examination and confirmation of the competent tax authority. The STA promulgated the Announcement of the State Taxation Administration
on Enterprise Income Tax Issues concerning the Implementation of the Catalog of Encouraged Industries in the Western Region thereafter, and
from October 1, 2014, the payment of enterprise income tax at the reduced tax rate of 15% shall cease to apply to enterprises that have enjoyed
policies for preferential treatment of enterprise income tax under Circular 12 if their primary businesses no longer fall within the “encouraged”
category of Catalog of Encouraged Industries in the Western Region. Afterwards, the STA abolished the examination and confirmation
procedures of the competent tax authority for the preferential treatment under Circular 12. The MOF, the STA and the NDRC promulgated the
Announcement on Continuation of the Enterprise Income Tax Policy for the Western Region Development, or Circular 23, from January 1,
2021 to December 31, 2030, the primary business of the enterprise is listed in the one of industry items provided in the Catalogue of
Encouraged Industries in Western Regions and primary business revenue of which accounts for more than 60% of the total enterprise revenue,
may pay enterprise income tax at the reduced tax rate of 15% subject to the examination and confirmation of the competent tax authority.
Circular 23 came into force as from January 1, 2021 and the policy on enterprise income tax in Circular 58 shall cease to be implemented with
effect from the same day.
In order to encourage the development of the enterprises in software industry, the STA, the MOF, the NDRC and the MIIT issued the
Circular on Issues Concerning Preferential Policies on Enterprise Income Tax for Software and Integrated Circuit Industries on May 4, 2016
and the Announcement on Enterprise Income Tax Policies for Promoting High Quality Development of Integrated Circuit Industry and
Software Industry on December 11, 2020, which specifies the criteria and procedures for the qualification and certification of the Key Software
Enterprise. The Key Software Enterprises encouraged by the State are entitled to be exempted from enterprise income tax from the first to the
fifth year from the profit-making year and be subject to enterprise income tax at a reduced tax rate of 10% for subsequent years.
PRC Value-Added Tax
Pursuant to the PRC Interim Value-Added Tax Regulations promulgated by the State Council and its implementation rules
promulgated by the MOF, subject to applicable exceptions, taxpayers selling goods, providing labor services of processing, repairs or
maintenance, or selling services, intangible assets or real property in China, or importing goods to China shall pay VAT. A taxpayer is allowed
to offset the qualified input VAT paid on taxable purchases against the output VAT chargeable on the revenue from services provided.
Pursuant to the Pilot Proposals for the Collection of Value-Added Tax in Lieu of Business Tax, starting from January 1, 2012, the PRC
government has been gradually implementing a pilot program in certain provinces and municipalities, levying a 11% VAT on revenue generated
from transportation services in lieu of the business tax. Pursuant to the Circular on Comprehensively Promoting the Pilot Program of the
Collection of Value-added Tax in Lieu of Business Tax issued afterwards, or Circular 36, business tax shall be completely replaced by the VAT
from May 1, 2016 and the VAT rate applicable to VAT taxpayers ranges from 6% to 17% (which has been reduced to 13% after April 1, 2019
pursuant to Circular 39). Pursuant to Circular of Taxation on Adjusting Value-added Tax Rates, or Circular 32, issued by the MOF and STA, for
VAT taxable sales or importation of goods originally subject to value-added tax rates of 17% and 11%, such tax rates were adjusted to 16% and
10%, respectively. Further, pursuant to the Announcement on Policies for Deepening the VAT Reform issued by the MOF, or Circular 39, the
STA and the General Administration of Customs on March 20, 2019, which came into force on April 1, 2019, for general VAT payers’ sales
activities or imports that are subject to VAT at an existing applicable rate of 16% or 10%, the applicable VAT rate is adjusted to 13% or 9%,
respectively. Under Circular 39 and the Announcement on Relevant Value-added Tax Policies for Promoting the Relief and Development of
Stranded Industries in Service Sector issued by the MOF and the STA on March 3, 2022, during the period from April 1, 2019 to December 31,
2022, certain qualified service industry taxpayers can enjoy an extra 10% for deduction of the tax payable, which is calculated based on the
input VAT filed with the tax bureau. Under the Announcement on Clarifying the Value-added Tax Reduction and Exemption Policy for Small-
scale VAT Taxpayers and Other Policies issued by the MOF and the STA on January 9, 2023, taxpayers in productive service industries are
allowed to deduct the tax payable by 5% of the deductible input tax from January 1, 2023 to December 31, 2023. In addition, under Circular 39,
qualifying taxpayers who meet certain requirements are eligible for the newly increased unutilized input VAT refund. The refund of newly
increased unutilized input VAT for the current period shall be calculated as per the following formula: refundable amount of newly increased
unutilized input VAT for the current period = newly increased unutilized input VAT x the input component ratio x 60%.
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Pursuant to the Announcement to Further Step up the Application of End-of-Period Excess Input Value Added Tax Credit Refund
Policies and the Announcement on Expanding the Scope of Industries Eligible for the Policy of Full Refund of Incremental VAT Credits,
promulgated by the MOF and the STA respectively on March 21, 2022 and June 7, 2022, the end-of-period VAT credit refund policy shall be
enhanced for “transport, warehousing and postal” and “residential services, repairs and other services” sectors. Under these announcements,
monthly refund of newly added unutilized input VAT and one-off refund of existing unutilized input VAT may be granted to enterprises, whose
VAT taxable sales derived from engaging in activities in the “transport warehousing and postal “and “residential services, repairs and other
services” industries under the Industrial Classification of National Economic Activities account for more than 50% of their total VAT taxable
sales amount.
Pursuant to the Announcement on the VAT Exemption Policy for Express Courier Services promulgated by the MOF and the STA on
April 29, 2022, from May 1, 2022 to December 31, 2022, taxpayers are exempt from value-added tax on income derived from providing
express collection and delivery services for essential daily necessities to residents. The specific scope of express collection and delivery
services shall be implemented in accordance with the Notes on Sales Services, Intangible Assets and Real Estate (Cai Shui [2016] No. 36).
C. Organizational Structure
For the chart illustrating our company’s organizational structure, see the outset of “Item 3. Key Information.”
The following is a summary of the currently effective contractual arrangements by and among Shanghai Zhongtongji Network, our
wholly owned subsidiary, ZTO Express, the consolidated affiliated entity, and the shareholders of ZTO Express.
Agreements that enable us to direct the activities of ZTO Express
Voting Rights Proxy Agreement. On August 18, 2015, ZTO Express and the shareholders of ZTO Express entered into a voting rights
proxy agreement with Shanghai Zhongtongji Network. Pursuant to the voting rights proxy agreement, each of the shareholders of ZTO Express
irrevocably appointed Meisong Lai, Shanghai Zhongtongji Network’s designated person, as their attorney-in-fact to exercise all applicable
shareholder rights, including, but not limited to: (i) calling for and attending shareholders meetings as the proxy of the shareholders; (ii)
exercising voting rights and all other shareholder’s rights provided under PRC laws and the articles of association of ZTO Express, including
but not limited to, selling, transferring, pledging or disposing all or a portion of the shares held by such shareholder or the assets of ZTO
Express; (iii) voting on all matters submitted to shareholders meetings, including but not limited to, the election of directors and senior
management officers who shall be appointed by shareholders; and (iv)exercising other voting rights granted to the shareholders by the articles
of association of ZTO Express, as may be amended from time to time. Shanghai Zhongtongji Network and Meisong Lai both have the right to
execute documents in connection with and perform other obligations under the equity pledge agreement and exclusive call option agreement.
Any conduct of Shanghai Zhongtongji Network or Meisong Lai in connection with ZTO Express will be deemed as conduct of the shareholders
of ZTO Express. Any documents executed by Shanghai Zhongtongji Network or Meisong Lai in connection with ZTO Express will be deemed
to be executed by the shareholders of ZTO Express. Each of the shareholders of ZTO Express agreed to acknowledge, accept and approve such
conduct of or execution by Shanghai Zhongtongji Network and Meisong Lai. The voting rights proxy agreement will remain in force for an
unlimited term, unless all the parties to the agreement mutually agree to terminate the agreement in writing. The authorization and appointment
above are premised on Shanghai Zhongtongji Network’s designated person being a PRC citizen and Shanghai Zhongtongji Network’s consent
of such authorization and appointment. If and only if Shanghai Zhongtongji Network sends a written notice to the shareholders of ZTO Express
to replace its designated person, the shareholders of ZTO Express shall promptly appoint the replaced designated person as their new attorney-
in-fact under their power of attorney. Otherwise, the voting rights proxy agreement shall be binding on the legal assignees or heirs of all parties
subject to relevant laws and regulations applicable at that time, and the authorization and appointment by the shareholders of ZTO Express’s
shall not be revoked.
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Equity Pledge Agreement. On August 18, 2015, Shanghai Zhongtongji Network, ZTO Express and the shareholders of ZTO Express
entered into an equity pledge agreement and this agreement shall be binding on the legal assignees or heirs of all parties subject to relevant laws
and regulations applicable at that time. Pursuant to the equity pledge agreement, each of the shareholders of ZTO Express pledged all of their
equity interests in ZTO Express to guarantee their and ZTO Express’s performance of their obligations under the contractual arrangements,
including the exclusive consulting and services agreement, its related agreements and the equity pledge agreement. If ZTO Express or its
shareholders breach their contractual obligations under this agreement, Shanghai Zhongtongji Network, as pledgee, will have the right to
dispose of the pledged equity interests in ZTO Express and priority in receiving the proceeds from such disposal. The shareholders of ZTO
Express also agreed that, during the term of the equity pledge agreement, they will not dispose of the pledged equity interests or create or allow
any encumbrance on the pledged equity interests. During the term of the equity pledge agreement, subject to specified exceptions therein,
Shanghai Zhongtongji Network has the right to receive all of the dividends and profits distributed on the pledged equity interests. The equity
pledges became effective in September 2015, which was when the pledge of equity interests contemplated in the equity pledge agreement were
registered with the relevant administration for market regulation in accordance with the PRC Property Rights Law in force at that time, and will
remain effective until ZTO Express and its shareholders have completed all of their obligations under the contractual arrangements or
discharged all of their obligations under the contractual arrangements.
Exclusive Call Option Agreement. On August 18, 2015, Shanghai Zhongtongji Network, ZTO Express and the shareholders of ZTO
Express entered into an exclusive call option agreement. Pursuant to the exclusive call option agreement, each of the shareholders of ZTO
Express irrevocably granted Shanghai Zhongtongji Network an exclusive option to purchase, or have its designated entity or person to
purchase, at its discretion, to the extent permitted under PRC law, all or part of the shareholders’ equity interests in ZTO Express. The purchase
price shall be the lower of (i)the amount that the shareholders contributed to ZTO Express as registered capital for the equity interests to be
purchased, or (ii)the lowest price permitted by applicable PRC law. In addition, ZTO Express granted Shanghai Zhongtongji Network an
exclusive option to purchase, or have its designated entity or person to purchase, at its discretion, to the extent permitted under PRC law, all or
part of ZTO Express’s assets at the lowest price permitted by applicable PRC law. Without the prior written consent of Shanghai Zhongtongji
Network, among other applicable issues, the shareholders of ZTO Express may not increase or decrease the registered capital, dispose or cause
the management of ZTO Express to dispose of its material assets (other than those disposal during ordinary operation), terminate or cause the
management of ZTO Express to terminate any material contract or enter into any contract that is in conflict with its existing material contracts,
appoint or remove any directors, supervisors or other relevant management members, cause ZTO Express to distribute or announce to distribute
dividends to the shareholders, amend its articles of association, provide any loans or guarantees to any third parties or acquire any loans or
guarantees from any third parties, and shall guarantee the continuance of ZTO Express. The exclusive call option agreement will remain
effective until all equity interests in ZTO Express held by its shareholders and all assets of ZTO Express are transferred or assigned to Shanghai
Zhongtongji Network or its designated entity or person. The exclusive call option agreement shall be binding on the legal assignees or heirs of
all parties subject to relevant laws and regulations applicable at that time.
Irrevocable Powers of Attorney. Pursuant to the powers of attorney dated August 18, 2015, the shareholders of ZTO Express each
irrevocably appointed Shanghai Zhongtongji Network’s designated person, Meisong Lai, as the attorney-in-fact to exercise all of applicable
shareholder’s voting and related rights with respect to such shareholder’s equity interests in ZTO Express, including but not limited to: (i)
calling for and attending shareholders meetings as the proxy of the shareholders; (ii) exercising voting rights and all other shareholder’s rights
provided under PRC laws and the articles of association of ZTO Express, including but not limited to, selling, transferring, pledging or
disposing all or a portion of the shares held by such shareholder or the assets of ZTO Express; (iii) voting on all matters submitted to
shareholders meetings, including but not limited to, the election of directors and senior management officers that shall be appointed by
shareholders; and (iv) exercising other voting rights granted to the shareholders by the articles of association of ZTO Express, as may be
amended from time to time. Shanghai Zhongtongji Network and Meisong Lai both have the right to execute documents in connection with and
perform other obligations under the equity pledge agreement and exclusive purchase option agreement. Any conduct of Shanghai Zhongtongji
Network or Meisong Lai in connection with ZTO Express will be deemed as conduct of the shareholders of ZTO Express. Any documents
executed by Shanghai Zhongtongji Network or Meisong Lai in connection with ZTO Express will be deemed to be executed by the
shareholders of ZTO Express. Each of the shareholders of ZTO Express agreed to acknowledge, accept and approve such conduct of or
execution by Shanghai Zhongtongji Network and Meisong Lai. Each power of attorney will remain in force until the voting rights proxy
agreement expires or is terminated.
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Spousal Consents. Each of the spouses of six key shareholders of ZTO Express, namely Meisong Lai, Jianfa Lai, Jilei Wang,
Xiangliang Hu, Shunchang Zhang and Xuebing Shang, signed a spousal consent letter. These six key shareholders collectively hold 73.8%
equity interest in ZTO Express. Under the spousal consent letters, each signing spouse unconditionally and irrevocably agreed that the spouse is
aware of the abovementioned exclusive call option agreement, voting right proxy agreement, irrevocable powers of attorney, equity pledge
agreement and the exclusive consulting and services agreement, and has read and understood the contractual arrangements. Each signing
spouse has committed not to impose any adverse assertions upon the validity and existence of such contractual arrangement based on the
existence or termination of the marital relationship with the relevant VIE shareholder or exert any impediment or adverse influence over the
relevant VIE shareholder’s performance of any contractual arrangement.
Agreement that allows us to receive economic benefits from ZTO Express
Exclusive Consulting and Services Agreement. Under the exclusive consulting and services agreement and its supplemental agreement
between Shanghai Zhongtongji Network and ZTO Express, dated August 18, 2015 and August 10, 2020, respectively, Shanghai Zhongtongji
Network has the exclusive right to provide ZTO Express with the technical support and consulting services required by ZTO Express’s
business. Shanghai Zhongtongji Network owns the exclusive intellectual property rights created as a result of the performance of this
agreement. ZTO Express agrees to pay Shanghai Zhongtongji Network an annual service fee, at an amount equal to 100% of the net income of
ZTO Express and its affiliates. Notwithstanding the forgoing, ZTO Express and Shanghai Zhongtongji Network agree and confirm that the
amount of the service fees shall be determined by Shanghai Zhongtongji Network and subject to any adjustment at the discretion of Shanghai
Zhongtongji Network without the consent of ZTO Express. This agreement will remain effective for an unlimited term, unless Shanghai
Zhongtongji Network and ZTO Express mutually agree to terminate the agreement in writing, or the agreement is required to be terminated by
applicable PRC law. ZTO Express is not permitted to unilaterally terminate the agreement in any event unless required by applicable law.
In the opinion of Global Law Office, our PRC legal counsel:
● the current ownership structure of ZTO Express and Shanghai Zhongtongji Network is not in violation of applicable PRC laws
and regulations currently in effect; and
● the contractual arrangements among Shanghai Zhongtongji Network, ZTO Express and its shareholders governed by PRC law are
validly executed and binding in accordance with their terms, and do not result in violation of any applicable PRC laws and
regulations currently in effect.
However, our PRC legal counsel, Global Law Office, also advised that there are substantial uncertainties regarding the interpretation
and application of current and future PRC laws, regulations and rules. Accordingly, the PRC regulatory authorities or courts may take a view
that is contrary to or otherwise different from the above opinion of Global Law Office, our PRC legal counsel. It is uncertain whether any new
PRC laws or regulations relating to variable interest entity structures will be adopted or if adopted, what they would provide. If the PRC
government finds that the agreements that establish the structure for operating our express delivery business do not comply with PRC
government restrictions on foreign investment in our businesses, we could be subject to severe penalties including being prohibited from
continuing operations and our corporate structure, business operations and future capital raising activities may be materially and adversely
affected. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—If the PRC government finds that the
agreements that establish the structure for operating certain of our operations in China do not comply with PRC regulations relating to the
relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe
penalties or be forced to relinquish our interests in those operations” and “Item 3. Key Information—D. Risk Factors—Risks Related to Doing
Business in China—Uncertainties with respect to the PRC legal system could adversely affect us.”
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D. Property, Plant and Equipment
As of March 31, 2023, we had an aggregate gross floor area of approximately 8,838,089 square meters of self-operated sorting hubs, among
which, approximately 6,665,553 square meters were used for sorting purposes. The lease terms of the buildings we leased from third parties
ranged from one to 16 years. We had not obtained the title certificates of land use rights from the relevant authorities with respect to an
aggregate gross land area of approximately 139,000 square meters of self-operated sorting hubs, and the title certificates with respect to 70
buildings.
The areas of properties are based on figures specified in the relevant land use right certificates or lease agreements, where available, or our
operational records. We lease properties from third parties on an as is basis.
We are also planning to acquire land use rights in appropriate locations to establish new sorting hubs and expand existing ones in the
coming years. We believe that we will be able to obtain adequate facilities through acquisition or lease to accommodate our future expansion
plans.
ITEM 4A. UNRESOLVED STAFF COMMENTS
None.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated
financial statements and the related notes included elsewhere in this annual report on Form 20-F. This discussion may contain forward-looking
statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated
in these forward-looking statements as a result of various factors, including those set forth under “Item 3. Key Information—D. Risk Factors”
or in other parts of this annual report on Form 20-F.
A. Operating Results
General Factors Affecting Our Results of Operations
Demand from China e-commerce industry for express delivery services
We have benefited from the rapid growth of China’s e-commerce industry and its demand for more express delivery services, and our
business and growth depend on and contribute to the viability and prospects of the e-commerce industry in China. We anticipate that the
demand for express delivery services will continue to grow.
Market conditions and our market position
The market conditions, competitive landscape and our market position in the express delivery industry will affect the pricing of our
services and in turn, our revenue and operating income.
Operating leverage of our network partner model
Our business model is highly scalable and flexible. It enables us to expand our business operation efficiently by leveraging the
resources and operating capabilities of our network partners with minimum capital requirements and operating expenditures. In addition, we
can proactively adjust our network capacity to address peak demands and respond to seasonality. For instance, we have the ability to allocate
sorting capacity among adjacent sorting hubs, and our network partners have flexibility to add temporary workers. The scalability of our
business model has helped us expand geographic coverage and capture incremental growth in parcel volume, as well as improve operating
efficiencies.
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Our continued investment in infrastructure, technology and people
We continue to invest in our sorting hubs and line-haul fleets, as well as technology infrastructure and people, particularly talent in
overall management, business operation and information technology. We expect our continued investments to further improve our parcel
handling capacity, increase market penetration, and enhance customer services and operational efficiency.
Our ability to broaden service offerings and diversify customer base
Our results of operations are also affected by our ability to introduce new service offerings and expand and further penetrate our
customer base. We are exploring new service offerings to capture existing and new market growth opportunities, including cross-border e-
commerce, less-than-truckload logistics and backhaul trucking logistics of agricultural products. We also plan to expand our customer base
across different segments and industries.
IMPACT OF COVID-19 ON OUR OPERATIONS AND FINANCIAL PERFORMANCE
Substantially all of our revenues and workforce are concentrated in China. Beginning in 2020, outbreaks of COVID-19 resulted in the
temporary closure of many corporate offices, retail stores, and manufacturing facilities across China. Normal economic life throughout China
was sharply curtailed. The population in most of the major cities was locked down to a greater or lesser extent at various times and
opportunities for discretionary consumption were extremely limited. We temporarily closed our branch offices, sorting hubs and service outlets
from late January to mid-to late February 2020 due to the COVID-19 outbreak, which resulted in a decline of parcel volume in January and
February 2020, as compared with the same period in 2019. The measures and timelines for business resumption varied across different
localities in the PRC, and our branch offices, sorting hubs and service outlets closed and opened in accordance with measures adopted by their
respective local government authorities. We also experienced a temporary labor shortage in January and February 2020 which has caused
delays in our delivery services. We have taken measures to reduce the impact of the COVID-19 outbreak, including strictly implementing self-
quarantine and disinfection measures at our headquarters, sorting hubs and service outlets in accordance with government issued protocols. Our
headquarters, dozens of our sorting hubs and thousands of service outlets across the country suspended operation from time to time in 2022 due
to COVID-19 resurgences caused by the Omicron variants since early March 2022, resulting in delays and stoppages of express delivery and a
lower-than-expected parcel volume in 2022. However, we achieved parcel volume growth, profit increases and market share expansion in 2022
despite continued macroeconomic softness and COVID-19 related disruptions.
China began to modify its zero-COVID policy at the end of 2022, and most of the travel restrictions and quarantine requirements were
lifted in December 2022. There were surges of cases in many cities during this time which caused disruption to our operations, and there
remains uncertainty as to the future impact of the virus, especially in light of this change in policy. The extent to which the pandemic impacts
our results of operations going forward will depend on future developments, which are highly uncertain and unpredictable, including the
frequency, duration and extent of outbreaks of COVID-19, the appearance of new variants with different characteristics, the effectiveness of
efforts to contain or treat cases and future actions that may be taken in response to these developments. China may experience lower domestic
consumption, higher unemployment, severe disruptions to exporting of goods to other countries and greater economic uncertainty, which may
impact our business in a materially negative way as the logistics services industry is dependent on the volume of domestic consumption and the
availability of a stable labor force. Consequently, the COVID-19 pandemic may continue to materially and adversely affect our business,
financial condition and results of operations in the current and future years. As of December 31, 2022, we had cash and cash equivalents of
RMB11,692.8 million (US$1,695.3 million) and short-term investments of RMB5,753.5 million (US$834.2 million). Our short-term
investments consist primarily of dual currency notes and deposits, investments in fixed deposits with maturities between three months and one
year and wealth management products which we have the intent and the ability to hold to maturity within one year. We believe this level of
liquidity is sufficient to successfully navigate an extended period of uncertainty. See also “Item 3. Key Information—D. Risk Factors—Risks
Related to Our Business and Industry—We face risks related to severe weather conditions and other natural disasters, health epidemics and
other outbreaks, such as the outbreak of COVID-19, which could significantly disrupt our operations and adversely affect our business,
financial condition or results of operations.”
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Key Line Items and Specific Factors Affecting Our Results of Operations Revenues
Revenues
Express delivery services
Freight forwarding services
Sale of accessories
Others
Total revenues
2020
Year Ended December 31,
2021
RMB
%
RMB
%
(in thousands)
2022
RMB
US$
%
21,900,201
1,862,689
1,133,712
317,688
25,214,290
86.9
7.4
4.5
1.2
100.0
27,450,922
1,529,601
1,231,283
194,033
30,405,839
90.3
5.0
4.0
0.7
100.0
32,575,698
1,212,677
1,384,674
203,947
35,376,996
4,723,032
175,822
200,759
29,569
5,129,182
92.1
3.4
3.9
0.6
100.0
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. Such fees represented 83.7%, 83.2% and 85.1% of our total express delivery services revenues in 2020, 2021 and 2022,
respectively. 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. Revenues from our express delivery services to such
enterprise customers accounted for 16.3%, 16.8% and 14.9% of our total express delivery services revenues in 2020, 2021 and 2022,
respectively. 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.
Our revenues are primarily driven by our parcel volume and the network transit fee we charge our network partners for each parcel
going through our network.
In general, our parcel volume is affected by the various factors driving the growth of China’s e-commerce industry, as we generate the
majority of our parcel volume by having our network partners serving end customers that carry out business on various e-commerce platforms
in China. Our parcel volume is also affected by our ability to scale our network to meet increases in demand and the ability of our network
partners and us to provide high-quality services to our end customers at a competitive price. Our annual parcel volume increased from 22,289
million in 2021 to 24,389 million in 2022. 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.
We recognize revenues from express delivery services over time as we perform the services. We act as the principal rather than the
agent for express delivery service provided to enterprise customers based on analysis of our revenue arrangements using a control model. In the
majority of our arrangements, we consider the pickup outlets operated by our network partners to be our customers. Our revenues recorded for
those arrangements do not include the last-mile delivery fee because we act as an agent for last-mile delivery services and we are only
arranging for services to be provided by the last-mile network partner.
We also provide freight forwarding services through the acquired business of China Oriental Express Co., Ltd. and its subsidiaries,
which we refer to as the COE Business, a freight forwarding and international logistics services provider in Hong Kong and Shenzhen.
Revenue from freight forwarding services is recognized over time when services are rendered. Our freight forwarding revenue is primarily
driven by our freight volume. We determine and periodically review and adjust our fee levels based on the prevailing market conditions,
operating costs and service level.
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Cost of Revenues
In addition to the level of network transit fees we charge our network partners, our profitability also depends on our ability to control
our costs as we expand. Our cost of revenues mainly consists of (i) line-haul transportation cost, (ii) sorting hub cost, (iii) freight forwarding
cost, (iv) cost of accessories sold, and (v) other costs. 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:
2020
2021
2022
Year Ended December 31,
RMB
%
RMB
Line-haul transportation cost
Sorting hub cost
Freight forwarding cost
Cost of accessories sold
Other costs
Total cost of revenues
8,697,081
5,224,544
1,712,592
391,253
3,351,714
19,377,184
34.5
20.7
6.8
1.6
13.3
76.9
%
(in thousands)
37.8
22.3
4.4
1.1
12.7
78.3
RMB
US$
%
12,480,170
7,845,491
1,137,140
463,448
4,411,472
26,337,721
1,809,454
1,137,489
164,870
67,194
639,604
3,818,611
35.3
22.2
3.2
1.3
12.4
74.4
11,487,810
6,774,595
1,326,557
349,647
3,877,853
23,816,462
Line-haul transportation cost primarily includes (i) payment for services by outsourced fleets, (ii) truck fuel costs and tolls incurred by
self-owned fleet, (iii) employee compensation and other benefits for drivers of self-owned fleet, (iv) air transportation cost and (v) depreciation
and maintenance costs of self-owned fleet. Total line-haul transportation cost accounted for 34.5%, 37.8% and 35.3% of our revenues in 2020,
2021 and 2022, respectively. Since 2019, we increased usage of self-owned fleet with an increasing number of higher-capacity trailer trucks,
especially during the peak season, resulting in improved transportation cost efficiencies. Sorting hub cost includes (i) labor costs, (ii) land lease
costs, (iii) depreciation of property and equipment and amortization of land use rights and (iv) other operating costs. Total sorting hub cost
accounted for 20.7%, 22.3% and 22.2% of our revenues 2020, 2021 and 2022, respectively.
Freight forwarding costs relate to the freight forwarding services provided by the COE Business we acquired on October 1, 2017.
Cost of accessories sold, which mainly includes cost of accessories that we sell to our network partners, such as (i) portable bar code
readers, (ii) thermal paper used for digital waybill printing, and (iii) ZTO-branded packing materials and uniforms, accounted for 1.6%, 1.1%
and 1.3% of our revenues in 2020, 2021 and 2022, respectively. Cost of accessories sold as a percentage of our revenues from sale of
accessories was 34.5%, 28.4% and 33.5% in 2020, 2021 and 2022, respectively. The decrease from 2020 to 2021 was mainly due to the
increased use of lower-cost single-sheet thermal waybill paper starting in the second half of 2019. The cost of accessories sold grew slower
than the sale of accessories. The increase from 2021 to 2022 was primarily due to increased procurement costs for higher standardization and
quality which helps enhance our brand image.
Other costs, which mainly include (i) information technology related cost, (ii) dispatching costs paid to network partners associated
with serving enterprise customers, and (iii) business tax surcharges, accounted for 13.3%, 12.7% and 12.4% of our revenues in 2020, 2021 and
2022, respectively.
To maintain competitive pricing and enhance profit per parcel, we must continue to control our costs and improve our operating
efficiency. We have adopted various cost-control measures. For example, fuel cost can be reduced through the use of more fuel-efficient
vehicles, and unit transportation cost can be reduced by adding cost efficient, high-capacity line-haul trucks to our self-owned fleet and a
gradual shift to a direct shipping model by selected network partners, and labor costs can be contained through wider implementation of
automated sorting equipment.
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Selling, General and Administrative Expenses
Our selling, general and administrative expenses, which consist primarily of (i) salaries and other benefits for management and
employees, (ii) depreciation and rental costs for office facilities, and (iii) legal, finance, and other corporate overhead costs, accounted for
6.6%, 6.2% and 5.9% of our revenues in 2020, 2021 and 2022, respectively. Our selling, general and administrative expenses also included
share-based compensation expenses of RMB264.2 million, RMB248.0 million and RMB179.0 million (US$26.0 million) in 2020, 2021 and
2022, respectively, which accounted for 1.0%, 0.8% and 0.5% of our revenues in the corresponding periods. We expect that our selling, general
and administrative expenses will continue to increase as we hire additional personnel and incur additional costs in connection with the
expansion of our business operations, enhancement of management capabilities and grant of share incentives.
Results of Operations
The following table sets forth a summary of our consolidated results of operations for the periods indicated, both in absolute amounts
and as percentages of our total revenues. This information should be read together with our consolidated financial statements and related notes
included elsewhere in this annual report. The operating results in any period are not necessarily indicative of the results that may be expected
for any future period.
Revenues
Cost of revenues
Gross profit
Operating income (expenses)(1)
Selling, general and administrative
Other operating income, net
Total operating expenses
Income from operations
Other income (expenses)
Interest income
Interest expense
(Loss) / gain from fair value changes of financial
instruments
Gain on disposal of equity investees and subsidiary
Impairment of investment in equity investee
Foreign currency exchange (loss)/gain, before tax
Income before income tax, and share of loss in
equity method investments
Income tax expense
Share of (loss)/gain in equity method investments
Net Income
Net loss/(income) attributable to noncontrolling
2020
RMB
%
25,214,290
(19,377,184)
5,837,106
100.0
(76.9)
23.1
Year Ended December 31,
2021
RMB
RMB
%
(in thousands except percentages)
100.0
(78.3)
21.7
30,405,839
(23,816,462)
6,589,377
35,376,996
(26,337,721)
9,039,275
2022
US$
%
5,129,182
(3,818,611)
1,310,571
100.0
(74.4)
25.6
(1,663,712)
580,973
(1,082,739)
4,754,367
(6.6)
2.3
(4.3)
18.8
(1,875,869)
789,503
(1,086,366)
5,503,011
(6.2)
2.6
(3.6)
18.1
(2,077,372)
774,578
(1,302,794)
7,736,481
(301,191)
112,303
(188,888)
1,121,683
442,697
(35,307)
1.8
(0.1)
363,890
(126,503)
1.2
(0.4)
503,722
(190,521)
73,033
(27,623)
(877)
1,086
—
(127,180)
5,034,786
(689,833)
(18,507)
4,326,446
—
—
—
(0.5)
20.0
(2.7)
(0.1)
17.2
52,909
2,357
—
(56,467)
5,739,197
(1,005,451)
(32,419)
4,701,327
0.2
—
—
(0.2)
18.9
(3.3)
(0.1)
15.5
46,246
69,598
(26,328)
147,254
6,705
10,091
(3,817)
21,350
8,286,452
(1,633,330)
5,844
6,658,966
1,201,422
(236,811)
847
965,458
(5.9)
2.2
(3.7)
21.9
1.4
(0.5)
0.1
0.2
(0.1)
0.4
23.4
(4.6)
0.0
18.8
interests
(14,233)
(0.1)
53,500
0.2
150,090
21,761
0.4
Net income attributable to ZTO Express (Cayman)
Inc.
4,312,213
17.1
4,754,827
15.6
6,809,056
987,219
19.2
(1) Our operating income (expenses) in 2020, 2021 and 2022 includes RMB264.2, RMB248.0 and RMB179.0 million (US$26.0 million),
respectively, of share-based compensation expenses, accounting for 1.0%, 0.8% and 0.5% of our total revenues in the same periods,
respectively.
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Year Ended December 31, 2022 Compared to Year Ended December 31, 2021
Revenues
Our revenues increased by 16.3% to RMB35.4 billion (US$5.1 billion) in 2022 from RMB30.4 billion in 2021. The increase was
mainly driven by a 9.4% increase in parcel volume to 24,389 million in 2022 from 22,289 million in 2021 and an 8.1% increase in parcel unit
price as a result of stabilized industry pricing, improved product mix, and an increase in our market share. Revenue from freight forwarding
services decreased by 20.7% compared to 2021, mainly due to cross border e-commerce demand and pricing gradually returned to normal post
COVID-19 recovery. Revenue from sales of accessories, largely consisting of the sales of thermal paper used for digital waybills printing,
increased by 12.5% in line with parcel volume growth.
Cost of Revenues
Our total cost of revenues increased by 10.6% to RMB26.3 billion (US$3.8 billion) in 2022 from RMB23.8 billion in 2021. This
increase primarily resulted from increases in line-haul transportation cost by 8.6% to RMB12.5 billion (US$1.8 billion), sorting hub operating
cost by 15.8% to RMB7.8 billion (US$1.1 billion), other costs by 13.8% to RMB4.4 billion (US$0.6 billion), and cost of accessories sold by
32.5% to RMB 463.4 million (US$67.2 million)
Line-haul transportation cost. Our line-haul transportation cost was RMB12.5 billion (US$1.8 billion) in 2022, an increase from
RMB11.5 billion in 2021. The line-haul transportation cost per parcel decreased RMB1.0 cent to RMB0.51. The decrease was primarily due to
improved operating efficiency through increased usage of high-capacity vehicles and better route planning offset by the increase of diesel price.
Sorting hub cost. Our sorting hub cost increased by 15.8% to RMB7.8 billion (US$1.1 billion) in 2022 from RMB6.8 billion in 2021.
The increase was mainly due to (i) an increase of RMB537.9 million (US$78.0 million) in labor-associated costs as a result of wage and
headcount increases, and (ii) an increase of RMB344.1 million (US$49.9 million) in depreciation and amortization costs from increased
number of installed automated sorting equipment and facilities. As of December 31, 2022, 458 sets of automated sorting equipment had been
installed and put into operation. As parcel volume grew lower-than-expected due to the recurring pandemic, the sorting hub cost per parcel
increased by 5.8% to RMB0.32.
Cost of accessories sold. Our cost of accessories sold increased by 32.5% to RMB463.4 million (US$67.2 million) in 2022 from
RMB349.6 million in 2021.
Other costs. Other costs increased to RMB4,411.5 million (US$639.6 million) in 2022 from RMB3.9 billion in 2021, primarily due to
(i) an increase of RMB260.8 million (US$37.8 million) in costs attributable to expanding last mile business, and (ii) an increase of RMB175.6
million (US$25.5 million) in information technology and related cost.
Gross Profit
Our gross profit increased by 37.2% to RMB9.0 billion (US$1.3 billion) in 2022 from RMB6.6 billion in 2021, primarily attributable
to the combined effect of 9.4% parcel volume growth and 8.1% parcel unit price increase, offsetting 1.1% unit cost increase. The parcel volume
growth resulted mainly from growth in China’s e-commerce market and an increase in our market share. Unit price per parcel increased
because of stabilized industry price and improved product mix. On the other hand, our cost productivity decreased during the year primarily
due to lower-than-expected volume growth triggered mainly by the recurring pandemic, resulting in underutilized labor, equipment and
facilities resources. As a result, our gross profit margin increased to 25.6% in 2022 from 21.7% in 2021.
Operating Expenses
Our total operating expenses increased by 19.92% to RMB1,302.8 million (US$188.9 million) in 2022 from RMB1,086.4 million in
2021.
Selling, general and administrative expenses. Our selling, general and administrative expenses increased by 10.7% to RMB2,077.4
million (US$301.2 million) in 2022 from RMB1,875.9 million in 2021. The increase was primarily due to an increase of RMB145.7 million
(US$21.1 million) in compensation and benefit expenses.
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Other operating income, net. We had a net other operating income of RMB774.6 million (US$112.3 million) in 2022, compared with
RMB789.5 million in 2021. Other operating income mainly consisted of (i) government subsidies and tax rebate of RMB346.1 million
(US$50.2 million), (ii) RMB273.4 million (US$39.6 million) of VAT super deduction, and (iii) RMB95.2 million (US$ 13.8 million) of rental
income from self-owned facilities.
Other Income and Expenses
Interest income. Interest income increased to RMB503.7 million (US$73.0 million) in 2022 from RMB363.9 million in 2021,
primarily due to the increased average daily balance of cash and interest-earning bank deposits.
Interest expense. Our interest expense increased to RMB190.5 million (US$27.6 million) in 2022 from RMB126.5 million in 2021,
primarily due to increased short-term bank borrowings during 2022.
Foreign currency exchange gain. Our foreign currency exchange gain or loss increased from the loss of RMB56.5 million in 2021 to
the gain of RMB147.3 million (US$21.4 million) in 2022, mainly due to the appreciation of the onshore U.S. dollar-denominated bank deposits
against the Chinese Renminbi.
Income Tax Expense
Our income tax expense was RMB1,633.3 million (US$236.8 million) in 2022, representing an increase of 62.4% from RMB1,005.5
million in 2021, mainly due to the increase in taxable income generated by local operating entities, taxed at the full 25% tax rate, partially
offset by taxable income from one of the headquarter entities that enjoyed a 15% preferential rate for its High and New Technology Enterprises
qualification. Our effective tax rate in 2022 was 19.7%, compared to 17.5% in 2021.
Net Income
Our net income increased to RMB6,659.0 million (US$965.5 million) in 2022 from RMB4.7 billion in 2021 primarily as a result of
the foregoing.
Year Ended December 31, 2021 Compared to Year Ended December 31, 2020
For a detailed description of the comparison of our operating results for the year ended December 31, 2021 to the year ended
December 31, 2020, see “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Results of Operations—Year Ended
December 31, 2021 Compared to Year Ended December 31, 2020” of our annual report on Form 20-F filed with the Securities and Exchange
Commission on April 28, 2022.
Taxation
We generate the majority of our operating income from our PRC operations. Income tax liability is calculated based on a separate
return basis as if we had filed separate tax returns for all the periods presented.
The Cayman Islands and the British Virgin Islands
Under the current laws of the Cayman Islands and the British Virgin Islands, we are not subject to tax on our income or capital gains.
In addition, the Cayman Islands and the British Virgin Islands do not impose withholding tax on dividend payments.
Hong Kong
Under the current Hong Kong Inland Revenue Ordinance, our subsidiaries domiciled in Hong Kong have introduced a two-tiered
profits tax rate regime which is applicable to any year of assessment commencing on or after April 1, 2018. The profits tax rate for the first
HK$2 million of profits of corporations will be lowered to 8.25%, while profits above that amount will continue to be subject to the tax rate of
16.5%. Under the Hong Kong tax laws, we are exempted from the Hong Kong income tax on our foreign-derived income. In addition,
payments of dividends from our Hong Kong subsidiary to us are not subject to any Hong Kong withholding tax.
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PRC
Under the EIT Law, our PRC subsidiaries and the consolidated affiliated entities are in principle subject to enterprise income tax at a
statutory rate of 25%. Such 25% EIT rate applies to most of our subsidiaries and consolidated affiliated entities established in China. In 2022,
some of our PRC subsidiaries, Shanghai Zhongtongji Network Technology Co., Ltd. and five of the consolidated affiliated entities located in
the municipalities or provinces of Hainan, Guangdong, Sichuan, Guizhou and Shaanxi, benefit from preferential tax rates by either qualifying
as HNTE or qualifying under the Western Regions Catalogue or qualifying as Key Software Enterprise under the EIT Law or qualifying under
other tax benefits as follows.
● In 2017, Shanghai Zhongtongji Network Technology Co., Ltd. applied for the qualification as HNTE, which were approved by
the relevant government authority. Thus, it was entitled to a preferential EIT rate of 15% from 2017 to 2019. The renewed
qualification of Shanghai Zhongtongji Network as an HNTE has been obtained on November 12, 2020, and Shanghai
Zhongtongji Network continues to enjoy the preferential tax treatment for HNTE from November 12, 2020 to November 11,
2023.
● Pursuant to Circular 58, Circular 12 and Circular 23 promulgated for the implementation of preferential tax policy in China’s
western regions, companies located in applicable jurisdictions covered by the Western Regions Catalogue are eligible for a
preferential income tax rate of 15% if their primary businesses fall within the “encouraged” category of the policy and the annual
revenue from their primary business from January 1, 2011 to December 31, 2020 accounts for more than 70% or the revenue
from their primary business from January 1, 2021 to December 31, 2030 accounts for more than 60% of the total enterprise
revenue. See “Item 4. Information on the Company—B. Business Overview —Regulation—Regulations Relating to Tax—
Enterprise Income Tax.” In 2022, three of the consolidated affiliated entities, located in the municipalities or provinces of
Sichuan, Guizhou and Shaanxi, benefitted from the 15% preferential income tax rate as qualified enterprises within the Catalog
of Encouraged Industries in the Western Region. The preferential income tax rate will expire as of December 31, 2030.
● Shanghai Zhongtongji Network applied for the Key Software Enterprise status in earlier 2020. With this status, Shanghai
Zhongtongji Network was entitled to a preferential tax rate of 10% for 2019. The approval was obtained in September 2020 from
the in-charge authority. This factored the decrease of income tax expense of RMB200.7 million for the fiscal year 2019. This
impact is recognized in the true up in 2020. Shanghai Zhongtongji Network was not recognized as the Key Software Enterprise in
2021 and 2022. It is uncertain that whether Shanghai Zhongtongji Network is still eligible for the qualification for 2023.
Therefore, Shanghai Zhongtongji Network will not be entitled to a preferential tax rate of 10% for 2022 until Key Software
Enterprise status is obtained in 2023. The impact will be recognized in the true up in 2023. In accordance with the EIT Law,
dividends, which arise from profits of foreign invested enterprises, or FIEs, earned after January 1, 2008, are subject to a 10%
withholding income tax. In addition, under the tax treaty between the PRC and Hong Kong, if the foreign investor is incorporated
in Hong Kong and qualifies as the beneficial owner, the applicable withholding tax rate is reduced to 5%, if the investor directly
holds at least 25% in the FIE, or 10%, if not.
● According to the Circular on Preferential Enterprise Income Tax Policies for the Hainan Free Trade Port issued by the MOF and
the STA on June 23, 2020, enterprise income tax is reduced to 15% for enterprises registered in Hainan Free Trade Port if their
primary businesses fall within the “encouraged” category of the policy. According to the Circular of Taxation on the Preferential
Enterprise Income Tax Policies and Catalogue for Hengqin New Area of Guangdong Province, Pingtan Comprehensive
Experimental Area of Fujian Province and Qianhai Shenzhen-Hong Kong Modern Service Industry Cooperation Zone of
Shenzhen City issued by the MOF and the STA on March 25, 2014, enterprise income tax is reduced to 15% for enterprises
registered in Hengqin New Area of Guangdong Province, Pingtan Comprehensive Experimental Area of Fujian Province and
Qianhai Shenzhen-Hong Kong Modern Service Industry Cooperation Zone of Shenzhen City if their primary businesses fall
within the “encouraged” category of the policy.
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Under Circular 36, our PRC subsidiaries and the consolidated affiliated entities are subject to VAT, at a rate of 6% to 17% (which has
been reduced to 13% after April 1, 2019 pursuant to Circular 39) on proceeds received from customers and are entitled to a refund for VAT
already paid or borne on the goods or services purchased by it and utilized in the production of goods or provisions of services that have
generated the gross sales proceeds. Under Circular 32, which came into effect on May 1, 2018, for VAT taxable sales or importation of goods
originally subject to value-added tax rates of 17% and 11%, such tax rates shall be adjusted to 16% and 10%, respectively. Furthermore,
pursuant to Circular 39, for general VAT payers’ sales activities or imports that are subject to VAT at an existing applicable rate of 16% or 10%,
the applicable VAT rate is adjusted to 13% or 9%, respectively. Under Circular 39 and the Announcement on Relevant Value-added Tax
Policies for Promoting the Relief and Development of Stranded Industries in Service Sector issued by the MOF and the STA on March 3, 2022,
during the period from April 1, 2019 to December 31, 2022, certain qualified service industry taxpayers can enjoy an extra 10% for deduction
of the tax payable, which is calculated based on the input VAT filed with the tax bureau. Under the Announcement on Clarifying the Value-
added Tax Reduction and Exemption Policy for Small-scale VAT Taxpayers and Other Policies issued by the MOF and the STA on January 9,
2023, taxpayers in productive service industries are allowed to deduct the tax payable by 5% of the deductible input tax from January 1, 2023
to December 31, 2023. In addition, under Circular 39, qualifying taxpayers who meet certain requirements are eligible for the newly increased
unutilized input VAT refund. The refund of newly increased unutilized input VAT for the current period shall be calculated as per the following
formula: refundable amount of newly increased unutilized input VAT for the current period = newly increased unutilized input VAT x the input
component ratio x 60%.
Pursuant to the Announcement to Further Step up the Application of End-of-Period Excess Input Value-Added Tax Credit Refund
Policies and the Announcement on Expanding the Scope of Industries Eligible for the Policy of Full Refund of Incremental VAT Credits,
promulgated by the MOF and the STA respectively on March 21, 2022 and June 7, 2022, the end-of-period VAT credit refund policy shall be
enhanced for “transport, warehousing and postal” and “residential services, repairs and other services” sectors. Under these announcements,
monthly refund of newly added unutilized input VAT and one-off refund of existing unutilized input VAT may be granted to enterprises, whose
VAT taxable sales derived from engaging in activities in the “transport, warehousing and postal” and “residential services, repairs and other
services” industries under the Industrial Classification of National Economic Activities account for more than 50% of their total VAT taxable
sales amount.
Pursuant to the Announcement on the VAT Exemption Policy for Express Courier Services promulgated by the MOF and the STA on
April 29, 2022, from May 1, 2022 to December 31, 2022, taxpayers are exempt from value-added tax on income derived from providing
express collection and delivery services for essential daily necessities to residents. The specific scope of express collection and delivery
services shall be implemented in accordance with the Notes on Sales Services, Intangible Assets and Real Estate (Cai Shui [2016] No. 36).
Critical Accounting Estimates
We prepare our consolidated financial statements in conformity with U.S. GAAP, which requires us to make judgments, estimates and
assumptions that affect our reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the end of each fiscal
period and our reported amounts of revenue and expenses during each fiscal period. We continually evaluate these judgments and estimates
based on our own historical experience, knowledge and assessment of current business and other conditions, our expectations regarding the
future based on available information and assumptions that we believe to be reasonable, which together form our basis for making judgments
about matters that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting
process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in
their application.
Financing Receivables, Net of Allowance
Financing receivables are primarily generated from the financial services we provided to qualified network partners. Financing
receivables are recorded at the principal net of allowance for credit losses and include accrued interest receivable as of the balance sheet date.
The financing periods granted by us to the borrowers generally range from 1 to 60 months.
Allowance for credit losses relating to financing receivables represents our best estimate of the losses inherent in the outstanding
portfolio of loans. Judgment is required to determine the allowance amounts and whether such amounts are adequate to cover potential credit
losses, and periodic reviews are performed to ensure such amounts continue to reflect the best estimate of the losses inherent in the outstanding
portfolio of loans.
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We have developed a forward looking CECL model based on the conditions of collaterals and guarantees for financing receivables,
historical experiences, credit quality of the borrowers, current economic conditions and the borrowers’ operating results, reasonable and
supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from the borrowers.
We had a financing receivables balance of RMB2,524.4 million and RMB2,247.1 million (US$325.8 million) as of December 31,
2021 and 2022. No material default occurred in 2020, 2021 and 2022. RMB63.6 million and RMB99.1 million (US$14.4 million) of allowance
of credit losses relating to financing receivables were recorded as of December 31, 2021 and 2022, respectively. The expected credit loss
recognized for financing receivables was RMB20.6 million, RMB19.7 million and RMB35.5 million (US$5.1 million) for the years ended
December 31, 2020, 2021 and 2022, respectively.
The table below sets forth the maturity profiles of our financing receivables before provision of credit losses as of December 31, 2022.
Total Balance (RMB in thousands)
Percentage of Total Balance
Recently Issued Accounting Pronouncement
December
31, 2022
2,346,212
Within
one year
1,010,117
100
43.0
One to
two years
763,024
32.5
Two to
three years
506,124
21.6
Over three
years
66,947
2.9
A list of recently issued accounting pronouncements that are relevant to us is included in Note 2(aa) “Recently issued accounting
pronouncement” to our audited consolidated financial statements included elsewhere in this annual report.
B. Liquidity and Capital Resources
The following table sets forth the movements of our cash, cash equivalents and restricted cash for the periods presented:
Summary Consolidated Cash Flow Data:
Net cash provided by operating activities
Net cash used in investing activities
Net cash provided by/(used in) financing activities
Effect of exchange rate changes on cash, cash equivalents and restricted cash
Net increase/(decrease) in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of year
Cash, cash equivalents and restricted cash at end of year
2020
RMB
Year Ended December 31,
2021
RMB
RMB
(in thousands)
2022
US$
4,950,749
(3,549,341)
8,337,407
(656,137)
9,082,678
5,277,414
14,360,092
7,220,217
(8,756,533)
(2,903,985)
(150,430)
(4,590,731)
14,360,092
9,769,361
11,479,308
(16,041,890)
7,058,202
338,106
2,833,726
9,769,361
12,603,087
1,664,343
(2,325,855)
1,023,343
49,021
410,852
1,416,424
1,827,276
Our principal sources of liquidity have been proceeds from cash flows from operating activities and financing activities. As of
December 31, 2020, 2021 and 2022, our cash and cash equivalents, restricted cash and short-term investments were RMB18.0 billion,
RMB12.6 billion and RMB18.3 billion (US$2.7 billion), 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 December 31, 2022, approximately 71.6% of our cash and cash equivalents, restricted cash and short-term
investments were held by subsidiaries and affiliated entities incorporated in China, and approximately 62.8% of our cash and cash equivalents,
restricted cash and short-term investments were denominated in Renminbi.
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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 the consolidated affiliated entities, we only have access to the assets or earnings of the
consolidated affiliated entities through our contractual arrangements with ZTO Express. See “Item 4. Information on the Company—C.
Organizational Structure.” For restrictions and limitations on our liquidity and capital resources as a result of our corporate structure, see “Item
5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Holding Company Structure.” In addition, we would
need to accrue and pay withholding taxes currently at the rate of 10% if we were to distribute funds from our subsidiaries and the consolidated
affiliated entities in China to our offshore subsidiaries. We do not intend to repatriate such funds in the foreseeable future, as we plan to use
existing cash balances in China for general corporate purposes and reinvestment to support our business growth.
In utilizing the proceeds we receive from the public offering of Class A ordinary shares in relation to our listing on the Main Board of
the Hong Kong Stock Exchange and other cash received from subsequent transactions that we hold offshore, we may make additional capital
contributions to our PRC subsidiaries, establish new PRC operating entities, make loans to our PRC operating entities, or acquire offshore
entities with business operations in China in offshore transactions. Most of these uses are subject to PRC regulations and approvals.
Operating Activities
Net cash provided by operating activities in 2022 was RMB11.5 billion (US$1.7 billion), which was mainly attributable to the
following factors: (i) our express delivery services and other revenue streams generated net cash inflow of RMB35.9 billion (US$5.2 billion),
while the aggregate cash outflow for transportation cost, sorting hubs operation cost, cost of accessories sold and other costs amounted to
RMB14.5 billion (US$2.1 billion); (ii) cash flow in interest income of RMB306.2 million (US$44.4 million); (iii) cash in subsidy of
RMB619.5 million (US$89.8 million); (iv) RMB9.1 billion (US$1.3 billion) paid for labor related costs, including salaries, social insurances
and other benefits; (v) income tax of RMB1.3 billion (US$181.6 million); and (vi) RMB521.2 million (US$75.6 million) as other
administrative costs.
Net cash provided by operating activities in 2021 was RMB7.2 billion, which was mainly attributable to the following factors: (i) our
express delivery services and other revenue streams generated net cash inflow of RMB30.0 billion, while the aggregate cash outflow for
transportation cost, sorting hubs operation cost, cost of accessories sold and other costs amounted to RMB13.8 billion; (ii) cash flow in interest
income of RMB321.1 million; (iii) cash in subsidy of RMB683.2 million; (iv) RMB8.4 billion paid for labor related costs, including salaries,
social insurances and other benefits; (v) income tax of RMB1.1 billion; and (vi) RMB487.0 million as other administrative costs.
Net cash provided by operating activities in 2020 was RMB5.0 billion, which was mainly attributable to the following factors: (i) our
express delivery services and other revenue streams generated net cash inflow of RMB23.5 billion, while the aggregate cash outflow for
transportation cost, sorting hubs operation cost, cost of accessories sold and other costs amounted to RMB11.8 billion; (ii) cash flow in interest
income of RMB521.0 million; (iii) cash in subsidy of RMB409.4 million; (iv) RMB6.3 billion paid for labor related costs, including salaries,
social insurances and other benefits; (v) income tax of RMB1.0 billion; and (vi) RMB410.8 million as other administrative costs.
Investing Activities
Net cash used in investing activities in 2022 was RMB16.0 billion (US$2.3 billion), primarily due to (i) purchase of short-term
investment products of RMB9.6 billion (US$1.4 billion), while maturity of short-term investment products amounted to RMB6.7 billion
(US$1.0 billion); (ii) purchase of property and equipment of RMB7.1 billion (US$1.1 billion), including the purchase of sorting hub facilities,
office furnishing and furniture, trucks and sorting equipment; (iii) purchase of long-term investment products of RMB6.4 billion (US$926.3
million), while maturity of long-term investment products amounted to RMB284 million (US$41.2 million); (iv) purchase of land use rights in
an amount of RMB345.0 million (US$50.0 million); and (v) cash received from disposal of equity investees and subsidiaries of RMB330.8
million (US$48.0 million), while payment for investments in equity investees amounted to RMB94.4 million (US$13.7 million).
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Net cash used in investing activities in 2021 was RMB8.8 billion, primarily due to (i) purchase of short-term investment products of
RMB13.2 billion, while maturity of short-term investment products amounted to RMB14.1 billion; (ii) purchase of property and equipment of
RMB8.4 billion, including the purchase of sorting hub facilities, office furnishing and furniture, trucks and sorting equipment; (iii) purchase of
land use rights in an amount of RMB967.3 million; and (iv) payment for investments in equity investees of RMB569.8 million, while disposal
of equity investees and subsidiaries amounted to RMB100.5 million.
Net cash used in investing activities in 2020 was RMB3.5 billion, primarily due to (i) purchase of short-term investment products of
RMB9.7 billion, while maturity of short-term investment products amounted to RMB17.0 billion; (ii) purchase of property and equipment of
RMB7.2 billion, including the purchase of sorting hub facilities, office furnishing and furniture, trucks and sorting equipment; (iii) purchase of
land use rights in an amount of RMB2.0 billion; and (iv) payment for investments in equity investees of RMB238.4 million, while disposal of
equity investees amounted to RMB6.3 million.
Financing Activities
Net cash provided by financing activities in 2022 was RMB7.1 billion (US$1.0 billion), which was mainly attributable to the
following factors: (i) issuance of convertible bonds net of issuance cost paid and capped call option of RMB6.4 billion (US$930.3 million); (ii)
payment of dividends of RMB1.3 billion (US$191.8 million); (iii) proceeds from short-term borrowings in an amount of RMB7.7 billion
(US$1.1 billion), partially offset by the repayment of short-term borrowings of RMB5.9 billion (US$853.0 million); and (iv) share repurchase
of RMB84.5 million (US$12.3 million).
Net cash provided by financing activities in 2021 was RMB2.9 billion, which was mainly attributable to the following factors: (i)
payment of dividends of RMB1.4 billion; (ii) share repurchase of RMB3.8 billion; and (iii) proceeds from short-term borrowings in an amount
of RMB6.9 billion, partially offset by the repayment of short-term borrowings of RMB4.9 billion.
Net cash provided by financing activities in 2020 was RMB8.3 billion, which was mainly attributable to the following factors: (i)
proceeds of RMB9.8 billion from issuance of ordinary shares in connection with our secondary listing in Hong Kong; (ii) payment of dividends
of RMB1.6 billion; (iii) share repurchase of RMB1.2 billion; and (iv) proceeds from short-term borrowings in an amount of RMB2.3 billion,
partially offset by the repayment of short-term borrowings of RMB870.0 million.
Material cash requirements
Our material cash requirements as of December 31, 2022 and any subsequent interim period primarily include our capital
expenditures, capital commitments, operating lease commitments, investment commitments, short-term debt obligations and dividend payment.
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 RMB9.2 billion and
RMB9.3 billion and RMB7.4 billion (US$1.1 billion) in 2020, 2021 and 2022, respectively. We intend to fund our future capital expenditures
with our existing cash balance, proceeds from our public offering of Class A ordinary shares in relation to our listing on the Main Board of the
Hong Kong Stock Exchange 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 December 31, 2022 amounted to RMB5.2 billion (US$0.8 billion). All of these capital commitments will be
fulfilled based on the construction progress.
Our operating lease commitments consist of the commitments under the lease agreements for our office space, sorting hubs and
warehouse facilities. We lease office space, sorting hubs and warehouse facilities under non-cancellable operating lease agreements that expire
at various dates through December 2034. As of December 31, 2022, we also had operating lease liabilities amounting to RMB740.1 million
(US$107.3 million), certain of which were secured by the rental deposits and all of which were unguaranteed.
Our investment commitments primarily consist of our commitment to make capital contributions to certain equity investees. We were
obligated to pay RMB25.6 million (US$3.7 million) for certain investment in equity investees as of December 31, 2022 with payment due
within three years.
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As of December 31, 2022, we had outstanding principal amount of short-term bank borrowings of RMB5.4 billion (US$782.1
million), among which RMB3.4 billion (US$493.0 million) were unsecured and unguaranteed. In 2022, we entered into bank loan contracts and
discounted notes arrangements with several banks with an aggregate amount of RMB7.7 billion (US$1.1 billion). The weighted average
interest rate of borrowings drawn was 2.21% in 2022.
On March 15, 2022, our board of directors approved a special dividend of US$0.25 per ADS or share for 2021, and will be paid to
shareholders of record as of the close of business on April 8, 2022 with a total payment amount of US$202.4 million.
On March 14, 2023, our board of directors approved a special dividend of US$0.37 per ADS or share for 2022, and will be paid to
shareholders of record as of the close of business on April 6, 2023 with a total payment amount of US$299.3 million.
We intend to fund our existing and future material cash requirements with our existing cash balance and other financing alternatives.
We will continue to make cash commitments, including capital expenditures, to support the growth of our business.
We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. We
do not have retained or contingent interests in assets transferred. We have not entered into contractual arrangements that support the credit,
liquidity or market risk for transferred assets. We do not have obligations that arise or could arise from variable interests held in an
unconsolidated entity, or obligations related to derivative instruments that are both indexed to and classified in our own equity, or not reflected
in the statement of financial position.
Other than as discussed above, we did not have any significant capital and other commitments, long-term obligations or guarantees as
of December 31, 2022.
Holding Company Structure
ZTO Express (Cayman) Inc. is a holding company with no material operations of its own. We conduct our operations primarily
through our wholly owned subsidiaries and the consolidated affiliated entities in China. As a result, our ability to pay dividends may depend
upon dividends paid by our wholly owned subsidiaries in the future. If our wholly owned subsidiaries or any newly formed subsidiaries incur
debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our
wholly owned subsidiaries are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with
PRC accounting standards and regulations. Under PRC law, each of our wholly owned PRC subsidiaries and the consolidated affiliated entities
is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its
registered capital. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses
in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of
liquidation. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by
SAFE. We currently plan to reinvest all earnings from our PRC subsidiaries to their business development and do not plan to request dividend
distributions from them.
C. Research and Development, Patents and Licenses, Etc.
See “Item 4. Information on the Company—B. Business Overview—Information Technology and Intellectual Property.”
D. Trend Information
Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or
events since January 1, 2022 that are reasonably likely to have a material adverse effect on our net revenues, income, profitability, liquidity or
capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial
conditions.
E. Critical Accounting Estimates
For our critical accounting estimates, see “Item 5. Operating And Financial Review And Prospects—Critical Accounting Estimates.”
F. Safe Harbor
See “Forward-Looking Statements” on page 4 of this annual report.
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ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A.
Directors and Senior Management
The following table sets forth information regarding our directors and executive officers as of the date of this annual report.
Directors and Executive Officers
Meisong Lai
Jilei Wang
Hongqun Hu
Zheng Liu*
Xing Liu
Frank Zhen Wei
Qin Charles Huang
Herman Yu
Tsun-Ming (Daniel) Kao
Fang Xie
Huiping Yan
Jianchang Lai
Jingxi Zhu
Jianfeng Zhang
Age
52
57
54
44
52
51
53
52
57
58
56
52
42
40
Position/Title
Founder, Chairman of the Board of Directors and Chief Executive Officer
Director and Vice President of Infrastructure Management
Director and Chief Operating Officer
Director
Director
Director
Director
Director
Director
Director
Chief Financial Officer
Vice President of Overseas Operations
Vice President of Information Technology
Vice President of Public Relations
*
Pursuant to the investment agreement we entered into with Alibaba and Cainiao Network, Mr. Zheng Liu was appointed as our director.
Mr. Meisong Lai is our founder and has served as chairman of our board of directors since May 2013 and chief executive officer since
our inception. Mr. Lai is the deputy chairman of the China Express Delivery Association. Mr. Lai is a prominent figure in China’s express
delivery industry and has been deeply involved in the industry for over 20 years. Mr. Lai has attended the “Lakeside University” in China, a
senior executive training program founded by Jack Ma, founder and chairman of Alibaba. Mr. Meisong Lai is a brother-in-law to Mr. Jianchang
Lai.
Mr. Jilei Wang has been our director since May 2013 and has served as our vice president of infrastructure management since October
2012. From October 2009 to March 2012, Mr. Wang served as a deputy general manager of Beijing ZTO Daying Logistics Co., Ltd., our then
network partner in Beijing.
Mr. Hongqun Hu has been our director since May 2022 and has served as our chief operating officer since June 2017. Mr. Hu has
thirty years of experience in the financial services industry. Prior to joining us, Mr. Hu served as the chairman of Zhejiang Tonglu Rural
Commercial Bank from March 2016 to May 2017, and the governor and chairman of Zhejiang Tonglu Rural Cooperation Bank from March
2008 to March 2016, respectively. Mr. Hu graduated from the advanced class in modern executive business administration from Zhejiang
University in China in January 2006 and graduated from Ningbo University in China with a major in finance in July 2003.
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Mr. Zheng Liu has been our director since March 2021. Mr. Zheng Liu has also been a non-executive director of Alibaba Pictures
Group Limited (SEHK: 1060) since October 2021 and a non-executive director of AGTech Holdings Limited (SEHK: 8279) since December
2021. Mr. Zheng Liu has been the Chief Financial Officer of Cainiao Network since February 2016. From June 2010 to February 2016, Mr. Liu
served as Senior Finance Director with Alibaba Group and was responsible for financial operations of TMall, Taobao and Alibaba.com. From
January 2005 to May 2010, Mr. Liu held senior positions in corporate finance management in Vimicro, Sky Flying Media and Hurray Holding.
From July 2001 to December 2004, Mr. Liu worked at PwC’s audit division. Mr. Liu received his bachelor’s degree in Business English from
Beijing Foreign Studies University in July 2001. Mr. Liu is a member of the American Institute of Certified Public Accountants (AICPA) and a
Certified Internal Auditor (CIA).
Mr. Xing Liu has served as our director since May 2013. Mr. Liu is currently a partner of Sequoia Capital China, which he joined in
May 2007. Mr. Liu has served as an independent director of Vipshop Holdings Limited (NYSE: VIPS) (“Vipshop”) since January 2011 and as a
non-executive director of China Renaissance Holdings Limited (HKEX: 1911) since June 2020. Mr. Liu received an MBA degree from The
Wharton School of the University of Pennsylvania in May 2004, a master’s degree in computer engineering from Syracuse University in
December 1995, and graduated from Fudan University in July 1992 with a major in management information systems.
Mr. Zhen Wei, also known as Mr. Frank Zhen Wei, has been our director since August 2015. Mr. Wei joined Warburg Pincus Asia LLC
in November 2002, and has been serving as a managing director since January 2010. Mr. Wei is currently Head of Warburg Pincus China and
leads overall strategy and investment. Mr. Wei worked as an investment banking analyst of Morgan Stanley in Hong Kong from 1997 to 1999
and as a business analyst at McKinsey & Company in Shanghai from 1995 to 1997. Mr. Wei was a director of Hwabao WP Fund Management
Co., Ltd. from January 2019 to July 2022, a non-executive director of AAG Energy Holdings Limited (HKEX: 2686) from January 2015 to
August 2018 and a non-executive director of CAR Inc. (HKEX: 699) from January 2016 to October 2019. Mr. Wei received a master’s degree
in business administration from Harvard Business School in June 2002 and a bachelor’s degree in science from the University of Texas at
Austin in May 1995.
Mr. Qin Charles Huang became our director in October 2016. Mr. Huang is the chairman and chief executive officer of CEG (Asia)
Limited (also known as China Education Group), an education services provider for students, executives and professionals in Greater China
and has been a director since its inception in 1999. Mr. Huang served on the board of directors of Sohu.com Inc. (NASDAQ: SOHU) from
2001 to 2015. Mr. Huang previously held positions at Deutsche Bank, New York and Hong Kong, including as head of Asian securitization,
and also served as senior vice president of Prudential Securities Inc., New York. He received a Master of Science degree in electrical
engineering and computer science from the Massachusetts Institute of Technology in September 1990. Mr. Huang is also a Chartered Financial
Analyst.
Mr. Herman Yu became our director in October 2016. Mr. Yu has served as the chief strategy officer of Baidu, Inc., a leading AI
company with a strong Internet foundation (NASDAQ: BIDU, HKEX: 9888), from August 2021 to March 2023. From September 2017 to
November 2021, Mr. Yu served as Baidu’s chief financial officer, overseeing its finance and purchasing functions. Prior to joining Baidu, Mr.
Yu served as the chief financial officer of Weibo Corporation, a social media company (NASDAQ: WB), from 2015 to 2017. Prior to joining
Weibo, Mr. Yu worked at SINA Corporation, an Internet portal, from 2004 to 2015, beginning as the vice president of finance, and in 2006
became the chief financial officer. Mr. Yu, a California Certified Public Accountant, received his B.A. in economics from the University of
California, Santa Cruz, in June 1992, and his Master of Accountancy (MAcc) from the University of Southern California, in May 1993.
Mr. Tsun-Ming Kao, also known as Mr. Tsun-Ming (Daniel) Kao has been our director since October 2017. Mr. Kao has long-standing
industry experience in leading e-Commerce and Internet companies in the U.S. and China. Mr. Kao has served as the chief technology officer at
Vipshop (NYSE: VIPS) since April 2019. Prior to that, Mr. Kao served as the chief technology officer at Shanghai Noah Information
Technology Co., Ltd. (an affiliate of Noah Holdings Limited (NYSE: NOAH)) from January 2018 to April 2021. Mr. Kao served as the chief
technology officer at Vipshop (NYSE: VIPS) from June 2012 to October 2016. Before joining Vipshop, Mr. Kao was an employee of eBay Inc.
(NASDAQ: EBAY) (“eBay”) and was assigned to work at eBay e-Commerce Technology Operations (Shanghai) Co., Ltd. as general manager
and board director of China Operations Center from January 2010 to April 2012. Earlier in his career, he worked at eBay as a principal
software engineer and software development manager for seven years. Mr. Kao received a bachelor’s degree in computer science from Iowa
State University in August 1995.
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Ms. Fang Xie, also known as Heather Xie, has been our director since November 2021. Ms. Xie has been a director and portfolio
investment manager at Seres Capital since May 2021. Ms. Xie provided management consulting and leadership coaching services to startup
companies and investment management companies from July 2018. Ms. Xie joined Prologis in March 2008, which later span off its China and
Japan businesses and formed Global Logistic Properties (“GLP”). Ms. Xie took GLP public in Singapore Stock Exchange and served as Chief
Financial Officer of GLP from May 2010 to January 2018. Prior to GLP, Ms. Xie worked in General Electric Companies in the US and Asia
from 1994 with increasing responsibilities, including as head of Treasury of GE Asia Pacific, Controller of GE Asia Pacific, Chief Financial
Officer of GE infrastructure Asia and GE Toshiba Silicones China. Ms. Xie received a master’s degree in economics from Cornell University in
1994 and a bachelor and a master degree in industrial economy from Renmin University of China in 1986 and 1989, respectively.
Ms. Huiping Yan has served as our chief financial officer since May 2018 and was our vice president of finance from January 2018 to
May 2018. Before joining ZTO, Ms. Yan spent approximately seven years serving as the Chief Financial Officer of a number of Chinese TMT
and hospitality companies including two years at Cainiao Network, the logistics arm of Alibaba, (NYSE: BABA, HKEX: 9988), and over four
years at Home Inns, a leading economy hotel chain in China. Prior to that, Ms. Yan spent 11 years at General Electric Company (GE) in both
the U.S. and Asia, serving in various key roles in corporate and operational financial management. Prior to that, Ms. Yan spent over six years at
Deloitte & Touche in the U.S. in tax services. Ms. Yan is also an independent non-executive director appointee of TUHU Car Inc., a leading
integrated online and offline platform for automotive service in China and submitted an application for listing on the Hong Kong Stock
Exchange in January 2022. Ms. Yan studied at Shanghai International Studies University, where she majored in English literature and
linguistics and received a bachelor’s degree in business administration with an accounting major from Hawaii Pacific University in August
1991. Ms. Yan graduated from the GE experienced financial leadership program in September 2003 and is a U.S.-certified public accountant
with a CGMA designation (AICPA).
Mr. Jianchang Lai has been our vice president of overseas operations since September 2016. Mr. Lai was our director from January
2014 to September 2016 and our head of network partner management since our inception to September 2016. Mr. Jianchang Lai is a brother-
in-law to Mr. Meisong Lai.
Mr. Jingxi Zhu has been our head of information technology since July 2003 and has served as a vice president of information
technology since September 2016. From January 2014 to September 2016, Mr. Zhu was also our director. Mr. Zhu received an EMBA from
Renmin University of China in 2021.
Mr. Jianfeng Zhang has served as our vice president of public relations since February 2016. Mr. Zhang served as Assistant Director of
the News & Information Center of Xinhua News Agency Shanghai Bureau from June 2012 to February 2016 and Deputy Director of the Image
Center of Xinhua News Agency Shanghai Bureau from August 2010 to February 2016. Mr. Zhang received a master’s degree in business
administration from Arizona State University in December 2017, a master’s degree in arts from Renmin University in China in June 2012 and a
bachelor’s degree in law from Shanghai International Studies University in China in July 2006.
Employment Agreements and Indemnification Agreements
We have entered into employment agreements with each of our executive officers. Under these agreements, each of our executive
officers is employed for a specified time period. We may terminate employment for cause for certain acts of the executive officer, such as
conviction or plea of guilty to a felony or any crime involving moral turpitude, negligent or dishonest acts to our detriment, or misconduct or a
failure to perform agreed duties. We may also terminate an executive officer’s employment without cause upon 60-day advance written notice.
In such case of termination by us, we will provide severance payments to the executive officer as agreed by us and the executive officer. The
executive officer may resign at any time with a 60-day advance written notice.
Each executive officer has agreed to hold, both during and after the termination or expiry of his or her employment agreement, in strict
confidence and not to use, except as required in the performance of his or her duties in connection with the employment or pursuant to
applicable law, any of our confidential information or trade secrets, any confidential information or trade secrets of our clients or prospective
clients, or the confidential or proprietary information of any third party received by us and for which we have confidential obligations. The
executive officers have also agreed to disclose in confidence to us all inventions, designs and trade secrets which they conceive, develop or
reduce to practice during the executive officer’s employment with us and to assign all right, title and interest in them to us, and assist us in
obtaining and enforcing patents, copyrights and other legal rights for these inventions, designs and trade secrets.
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In addition, each executive officer has agreed to be bound by non-competition and non-solicitation restrictions during the term of his
or her employment and typically for one year following the last date of employment. Specifically, each executive officer has agreed not to
(i)approach our suppliers, clients, customers or contacts or other persons or entities introduced to the executive officer in his or her capacity as
a representative of us for the purpose of doing business with such persons or entities that will harm our business relationships with these
persons or entities; (ii)assume employment with or provide services to any of our competitors, or engage, whether as principal, partner, licensor
or otherwise, any of our competitors, without our express consent; or (iii)seek directly or indirectly, to solicit the services of, or hire or engage,
any person who is known to be employed or engaged by us; or (iv)otherwise interfere with our business or accounts.
We have also entered into indemnification agreements with each of our directors and executive officers. Under these agreements, we
agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with
claims made by reason of their being a director or officer of our company.
B. Compensation of Directors and Executive Officers
For the year ended December 31, 2022, we paid an aggregate of approximately RMB15.3 million (US$2.2 million) in cash to our
executive officers, and we paid cash compensation to our non-executive directors of US$50,000. We have not set aside or accrued any amount
to provide pension, retirement or other similar benefits to our executive officers and directors. Our PRC subsidiaries and the VIE are required
by law to make contributions equal to certain percentages of each employee’s salary for his or her pension insurance, medical insurance,
unemployment insurance and other statutory benefits and a housing provident fund.
2016 Share Incentive Plan
Under our 2016 Share Incentive Plan (as amended and restated), or the 2016 Plan, the maximum aggregate number of shares which
may be issued pursuant to all awards under the 2016 Plan is initially 3,000,000, plus an annual increase on the first day of each of our fiscal
year during the term of the 2016 Plan commencing with the fiscal year beginning January 1, 2017, by an amount equal to the least of (i) 0.5%
of the total number of shares issued and outstanding on the last day of the immediately preceding fiscal year; (ii) 3,000,000 shares; or (iii) such
number of shares as may be determined by our board of directors. Following the annual increases in from 2017 to 2022, the award pool under
the 2016 Plan is 21,000,000 shares as of December 31, 2022. After the Primary Conversion, we will no longer make annual increases to the
scheme limit of the 2016 Plan for the remaining term of the 2016 Plan, and the scheme limit of the 2016 Plan will be capped at 21,000,000
shares. Further, after the Primary Conversion, we will continue to use the 2016 Plan for granting share options and awards, and such options
and awards will be satisfied by our existing shares issued and reserved for the administration of the 2016 Plan.
The following paragraphs describe the principal terms of the 2016 Plan.
Types of Awards. The 2016 Plan permits the awards of options, restricted shares or any other type of awards that the committee
decides.
Plan Administration. Our board of directors or a committee of one or more members of the board of directors will administer the
2016 Plan. The committee or the full board of directors, as applicable, will determine the participants to receive awards, the type and number of
awards to be granted to each participant, and the terms and conditions of each award grant.
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Award Agreement. Awards granted under the 2016 Plan are evidenced by an award agreement that sets forth terms, conditions and
limitations for each award, which may include the term of the award, the provisions applicable in the event of the grantee’s employment or
service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award.
Eligibility. We may grant awards to our employees, directors and consultants of our company. However, we may grant options that are
intended to qualify as incentive share options only to our employees and employees of our parent companies and subsidiaries.
Vesting Schedule. In general, the plan administrator determines the vesting schedule, which is specified in the relevant award
agreement.
Exercise of Options. The plan administrator determines the exercise price for each award, which is stated in the award agreement. The
vested portion of option will expire if not exercised prior to the time as the plan administrator determines at the time of its grant. However, the
maximum exercisable term is ten years from the date of a grant.
Transfer Restrictions. Awards may not be transferred in any manner by the recipient other than by will or the laws of descent and
distribution, except as otherwise provided by the plan administrator.
Termination and amendment of the 2016 Plan. Unless terminated earlier, the 2016 Plan has a term of ten years. Our board of
directors has the authority to amend or terminate the plan. However, no such action may adversely affect in any material way any awards
previously granted unless agreed by the recipient.
As of March 31, 2023, restricted share units representing a total of 4,849,134 Class A ordinary shares have been granted and
outstanding, excluding awards that were forfeited or cancelled after the relevant grant dates.
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The following table summarizes, as of March 31, 2023, the outstanding restricted share units we granted to our directors and executive
officers under our 2016 Plan to our executive officer, excluding awards that were forfeited or cancelled after the relevant grant dates. Other
individuals as a group were granted outstanding restricted share units representing a total of 1,146,966 Class A ordinary shares as of March 31,
2023.
Name
Meisong Lai
Jianfa Lai
Jilei Wang
Jianchang Lai
Huiping Yan
Herman Yu
Xing Liu
Frank Zhen Wei
Qin Charles Huang
Tsun-Ming (Daniel) Kao
Fang Xie
Total
*
Less than 1% of our total outstanding shares.
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Ordinary Shares
Underlying Restricted
Share Units Awarded
*
*
*
*
*
*
*
*
*
*
3,702,168
Date of Grant
March 28, 2017
March 7, 2018
March 11, 2019
March 13, 2020
March 16, 2021
March 15,2022
March 14, 2023
March 28, 2017
March 7, 2018
March 11, 2019
March 13, 2020
March 16, 2021
March 15, 2022
March 14, 2023
March 28, 2017
March 7, 2018
March 11, 2019
March 13, 2020
March 16, 2021
March 15, 2022
March 14, 2023
March 28, 2017
March 7, 2018
March 11, 2019
March 13, 2020
March 16, 2021
March 15, 2022
March 14, 2023
March 11, 2019
March 13, 2020
March 16, 2021
March 15, 2022
March 14, 2023
March 7, 2018
March 11, 2019
March 13, 2020
March 16, 2021
March 15, 2022
March 14, 2023
March 7, 2018
March 11, 2019
March 13, 2020
March 16, 2021
March 15, 2022
March 14, 2023
March 7, 2018
March 11, 2019
March 13, 2020
March 16, 2021
March 15, 2022
March 14, 2023
March 7, 2018
March 11, 2019
March 13, 2020
March 16, 2021
March 15, 2022
March 14, 2023
March 7, 2018
March 11, 2019
March 13, 2020
March 16, 2021
March 14, 2023
March 14, 2023
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Employee Shareholding Platform
In June 2016, we issued 16,000,000 ordinary shares to Zto Es Holding Limited, or ZTO ES, to establish an employee shareholding
platform to allow our employees in China to receive share incentives. The consideration for those shares was US12.0 million. All ordinary
shares issued for purpose of this employee shareholding platform were re-designated as Class A ordinary shares of our company upon the
completion of our initial public offering.
Historically, ZTO ES had been held by Mr. Meisong Lai and four limited partnerships formed in China. Mr. Meisong Lai had been the
sole director of ZTO ES. An entity controlled by Mr. Meisong Lai, our chairman and chief executive officer, was the general partner of each of
those limited partnerships and Ms. Yufeng Lai, wife of Mr. Lai, was the sole limited partner of each of those limited partnerships upon their
formation. Concurrently with the issuance of those shares, ZTO ES executed a deed of waiver to waive all shareholder rights attached to those
shares.
Our board of directors has delegated the authority to Mr. Lai to periodically review the performance of our employees, and reward
selected employees by directing the general partner of the relevant partnerships to transfer limited partnership interests in those partnerships to
the selected employees. Once an employee receives the partnership interest, ZTO ES may amend its deed of waiver to reduce the amount of
shares subject to the waiver by such number that is proportional to the employee’s indirect ownership of ZTO ES. Each recipient of such
partnership interest is entitled to rights associated with the number of our ordinary shares held by ZTO ES that corresponds to the recipient’s
proportional indirect ownership of ZTO ES to (i) receive dividends, if and when declared, on those shares and (ii) request the sale of those
shares by ZTO ES and receive the sale proceeds. ZTO ES remains the record holder of, and retains the voting rights with respect to, the granted
shares and it does not have shareholders’ rights with respect to the remainder of the shares it holds.
In early 2023, Mr. Meisong Lai ceased to be the director and the shareholder of ZTO ES and an employee of our company has
replaced Mr. Meisong Lai as the director of ZTO ES. Mr. Meisong Lai and Ms. Yufeng Lai ceased to be the general partner and limited partner,
respectively, of the relevant limited partnerships, and these roles have been replaced with and taken up by the employees of our company.
Further, ZTO ES shall abstain from voting on matters that require shareholders’ approval under the Hong Kong Listing Rules for all the shares
of our company held by ZTO ES in light of the Primary Conversion.
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As of March 31, 2023, we have awarded certain rights associated with 10,252,589 Class A ordinary shares through the platform as
share incentives. The following table summarizes, as of March 31, 2023, the number of our ordinary shares held by ZTO ES over which our
directors and officers had been awarded such rights.
Name
Meisong Lai
Jianfa Lai
Jilei Wang
Jianchang Lai
Jingxi Zhu
Hongqun Hu
Jianfeng Zhang
Class A
Ordinary Shares
*
*
*
*
*
*
*
Date of Grant
June 28, 2016
March 11, 2019
March 13, 2020
June 28, 2016
March 13, 2020
June 28, 2016
June 28, 2016
June 28, 2016,
March 28, 2017
March 7, 2018
March 11, 2019
March 13, 2020
March 16, 2021
March 15, 2022
March 14, 2023
March 7, 2018
March 11, 2019
March 13, 2020
March 16, 2021
March 15, 2022
March 14, 2023
March 28, 2017
March 7, 2018
March 11, 2019
March 13, 2020
March 16, 2021
March 15, 2022
March 14, 2023
Total
2,112,783
*
Less than 1% of our total outstanding shares.
As of March 31, 2023, other employees as a group were granted the same rights associated with 8,139,806 Class A ordinary shares
held by ZTO ES through our employee shareholding platform.
Certain of our employees paid subscription consideration of RMB58.4 million in February 2015 relating to the issuance of 584,000
redeemable and contingently convertible share units. These share units were converted to partnership interests of the employee shareholding
platform in June 2016, which correspond to the rights associated with 3,504,000 Class A ordinary shares of our company held by ZTO ES
without additional subscription consideration.
We granted rights associated with 308,100 Class A ordinary shares of our company held by ZTO ES with a subscription consideration
of RMB10 million and granted rights associated with the remaining 746,064 Class A ordinary shares held by ZTO ES with nil subscription
consideration.
We also granted such rights associated with 600,000 of the Class A ordinary shares held by ZTO ES to a network partner in Suzhou as
part of the acquisition consideration of the remaining minority equity interest in that network partner. We do not plan to make grants to persons
other than our directors, officers or employees in the future.
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The number of shares subject to the waiver of shareholder rights was reduced by 10,852,589 as a result of these grants and the
remaining 5,147,411 Class A ordinary shares are still subject to the same waiver of shareholder rights.
On March 28, 2017, we agreed to award rights associated with 148,000 Class A ordinary shares and 641,150 Class A ordinary shares
through the platform as share incentives to our directors and officers and other employees, respectively. Those awards vest in three equal
batches on January 1, 2018, 2019 and 2020, respectively, and are conditioned upon such individuals’ continued service with our company.
Awards with respect to 252,632 Class A ordinary shares, 252,632 Class A ordinary shares and 252,636 Class A ordinary shares vested on
January 1, 2018, January 1, 2019 and January 1, 2020, respectively.
On March 7, 2018, we agreed to award rights associated with 906,949 Class A ordinary shares through the platform as share
incentives to certain executive officers and employees. These share awards vested immediately upon grant.
On March 11, 2019, we agreed to award rights associated with 944,577 Class A ordinary shares through the platform as share
incentives to certain executive officers and employees. These share awards vested immediately upon grant.
On March 13, 2020, we agreed to award rights associated with 785,097 Class A ordinary shares through the platform as share
incentives to certain executive officers and employees. These share awards vested immediately upon grant.
On March 16, 2021, we agreed to award rights associated with 635,767 Class A ordinary shares through the platform as share
incentives to certain executive officers and employees. These share awards vested immediately upon grant.
On March 15, 2022, we agreed to award rights associated with 786,871 Class A ordinary shares through the platform as share
incentives to certain executive officers and employees. These share awards vested immediately upon grant.
On March 14, 2023, we agreed to award rights associated with 877,264 Class A ordinary shares through the platform as share
incentives to certain executive officers and employees. These share awards vested immediately upon grant.
C. Board Practices
Our board of directors consists of ten directors. A director is not required to hold any shares in our company by way of qualification.
Subject to the New York Stock Exchange rules and disqualification by the chairman of the relevant board meeting, a director may vote in
respect of any contract or transaction or proposed contract or transaction notwithstanding that he may be interested therein and if he does so his
vote shall be counted and he may be counted in the quorum at any meeting of the directors at which any such contract or transaction or
proposed contract or transaction is considered. A director who is in any way, whether directly or indirectly, interested in a contract or
transaction or proposed contract or transaction with our company is required to declare the nature of his interest at a meeting of our directors.
Our directors may from time to time at their discretion exercise all the powers of our company to raise or borrow money and to mortgage or
charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof, to issue debentures, debenture stock,
bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of our company or of any third party.
Committees of the Board of Directors
We have established three committees under the board of directors: an audit committee, a compensation committee and a nominating
and corporate governance committee. We have adopted a charter for each of the three committees. Each committee’s members and functions
are described below.
Audit Committee. Our audit committee consists of Herman Yu, Qin Charles Huang and Xing Liu. Mr. Yu is the chairman of our audit
committee. We have determined that Herman Yu, Qin Charles Huang and Xing Liu each satisfies the “independence” requirements of
Section 303A of the Corporate Governance Rules of the New York Stock Exchange and meets the independence standards under Rule 10A-3
under the Exchange Act. We have determined that Herman Yu qualifies as an “audit committee financial expert.” The audit committee oversees
our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee is responsible
for, among other things:
● appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the
independent auditors;
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● reviewing with the independent auditors any audit problems or difficulties and management’s response;
● discussing the annual audited financial statements with management and the independent auditors;
● reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to
monitor and control major financial risk exposures;
● reviewing and approving all proposed related party transactions;
● meeting separately and periodically with management and the independent auditors; and
● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our
procedures to ensure proper compliance.
Compensation Committee. Our compensation committee consists of Xing Liu, Frank Zhen Wei and Qin Charles Huang. Mr. Liu is the
chairman of our compensation committee. We have determined that Xing Liu, Frank Zhen Wei and Qin Charles Huang each satisfies the
“independence” requirements of Section 303A of the Corporate Governance Rules of the New York Stock Exchange. The compensation
committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our
directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is
deliberated. The compensation committee is responsible for, among other things:
● reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and
other executive officers;
● reviewing and recommending to the board for determination with respect to the compensation of our non-employee directors;
● reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements; and
● selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that
person’s independence from management.
Nominating and Corporate Governance Committee. Our nominating and corporate governance committee consists of Frank Zhen
Wei, Qin Charles Huang and Tsun-Ming (Daniel) Kao. Mr. Wei is the chairman of our nominating and corporate governance committee. We
have determined that Frank Zhen Wei, Qin Charles Huang and Tsun-Ming (Daniel) Kao each satisfies the “independence” requirements of
Section 303A of the Corporate Governance Rules of the New York Stock Exchange. The nominating and corporate governance committee
assists the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its
committees. The nominating and corporate governance committee is responsible for, among other things:
● selecting and recommending to the board nominees for election by the shareholders or appointment by the board;
● reviewing annually with the board the current composition of the board with regards to characteristics such as independence,
knowledge, skills, experience and diversity;
● making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of
the board; and
● advising the board periodically with regards to significant developments in the law and practice of corporate governance as well
as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate
governance and on any remedial action to be taken.
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Duties of Directors
Under Cayman Islands law, our directors owe fiduciary duties to our company including a duty of loyalty, a duty to act honestly, and a
duty to act in what they consider in good faith to be in our best interests. Our directors also have a duty to exercise the care and diligence that a
reasonably prudent person would exercise in comparable circumstances and a duty to exercise the skill they actually possess. In fulfilling their
duty of care to us, our directors must ensure compliance with our memorandum and articles of association and the class rights vested
thereunder in the holders of the shares. Our company has the right to seek damages if a duty owed by our directors is breached. In limited
exceptional circumstances, a shareholder may have the right to seek damages in our name if a duty owed by our directors is breached.
Our board of directors has all the powers necessary for managing, and for directing and supervising, our business affairs. The
functions and powers of our board of directors include, among others:
● convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings;
● declaring dividends and distributions;
● appointing officers and determining the term of office of the officers;
● exercising the borrowing powers of our company and mortgaging the property of our company; and
● approving the transfer of shares in our company, including the registration of such shares in our share register.
Terms of Directors and Officers
Our directors are appointed by ordinary resolution of our shareholder. The directors may, by the affirmative vote of a simple majority
of the remaining directors present and voting at a board meeting, appoint any person as a director, to fill a casual vacancy on the board or as an
addition to the existing board. Any director so appointed shall hold office only until the first annual general meeting of our company after his or
her appointment and shall then be eligible for re-election at that meeting. Our officers are elected by and serve at the discretion of the board of
directors. Our directors are not subject to a term of office and hold office until such time as they are removed from office by ordinary resolution
of the shareholders. The office of a director shall be vacated if the director (i) becomes bankrupt or makes any arrangement or composition with
his creditors; (ii) dies or is found to be or becomes of unsound mind; (iii) resigns his office by notice in writing to us; (iv) without special leave
of absence from the board of directors, is absent from meetings of the board of directors for three consecutive meetings and the board of
directors resolves that his office be vacated; or (v) is removed from office pursuant to our memorandum and articles of association.
Enforceability of Civil Liabilities
Most of our operations are conducted in China, and substantially all of our assets are located in China. A majority of our directors and
executive officers are nationals or residents of jurisdictions other than the United States and most of their assets are located outside the United
States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these individuals, to bring an
action against us or these individuals in the United States, or to enforce against us or them judgments obtained in United States courts,
including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.
We have appointed Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168, as our agent upon whom
process may be served in any action brought against us under the securities laws of the United States.
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We have been informed by our Cayman Islands legal counsel that the United States and the Cayman Islands do not have a treaty
providing for reciprocal recognition and enforcement of judgments of U.S. courts in civil and commercial matters and that there is uncertainty
as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of U.S. courts obtained against us or our directors or
officers, predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, or (ii) entertain
original actions brought in the Cayman Islands against us or our directors or officers, predicated upon the securities laws of the United States or
any state in the United States. We have also been advised by our Cayman Islands legal counsel that a judgment obtained in any federal or state
court in the United States will be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination of
the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands,
provided such judgment (i) is given by a foreign court of competent jurisdiction, (ii) imposes on the judgment debtor a liability to pay a
liquidated sum for which the judgment has been given, (iii) is final, (iv) is not in respect of taxes, a fine or a penalty, and (v) was not obtained
in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.
However, the Cayman Islands courts are unlikely to enforce a judgment obtained from the United States courts under the civil liability
provisions of the securities laws if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to make
payments that are penal or punitive in nature. Because the courts of the Cayman Islands have yet to rule on whether such judgments are penal
or punitive in nature, it is uncertain whether such civil liability judgments from U.S. courts would be enforceable in the Cayman Islands.
Our PRC legal counsel has advised us that there is uncertainty as to whether the courts of China would:
● recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil
liability provisions of the securities laws of the United States or any state in the United States; or
● entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the
securities laws of the United States or any state in the United States.
Our PRC legal counsel has further advised us that the recognition and enforcement of foreign judgments are provided for under the
PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil
Procedures Law and other applicable laws and regulations based either on treaties between China and the country where the judgment is made
or on principles of reciprocity between jurisdictions. China does not have any treaties or other form of reciprocity with the United States or the
Cayman Islands that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil
Procedures Law, courts in the PRC will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment
violates the basic principles of PRC law or national sovereignty, security or public interest. As a result, it is uncertain whether and on what
basis a PRC court would enforce a judgment rendered by a court in the United States or in the Cayman Islands. Under the PRC Civil
Procedures Law, foreign shareholders may originate actions based on PRC law against a company in China for disputes if they can establish
sufficient nexus to the PRC for a PRC court to have jurisdiction, and meet other procedural requirements. It will be, however, difficult for U.S.
shareholders to originate actions against us in the PRC in accordance with PRC laws because we are incorporated under the laws of the
Cayman Islands and it will be difficult for U.S. shareholders, by virtue only of holding the ADSs or Class A ordinary shares, to establish a
connection to the PRC for a PRC court to have jurisdiction as required under the PRC Civil Procedures Law.
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D. Employees
As of December 31, 2020, 2021 and 2022, we had a total of 22,536, 23,865 and 24,888 employees, respectively. The following table
sets forth the breakdown of our own employees as of December 31, 2022 by function:
Functional Area
Sorting
Transportation
Management and Administration
Customer Service
Operation Support
Technology and Engineering
Sales and Marketing
Total
Number of Employees
% of Total
8,198
4,142
4,569
2,047
3,991
1,538
403
24,888
32.9
16.6
18.4
8.2
16.0
6.2
1.6
100.0
In addition to our own employees, our workforce also includes over 59,000 outsourced workers, as of December 31, 2022. Our
network partners hire their own employees according to their operational needs.
We believe we offer our employees competitive compensation packages and a merit-based work environment that encourages
initiative, and as a result, we have generally been able to attract and retain qualified personnel and maintain a stable core management team.
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 have not made adequate employee benefit payments. We may be required to make up the contributions for
these plans as well as to pay late fees and fines but have made adequate provisions. See “Item 3. Key Information—D. Risk Factors—Risks
Related to Doing Business in China—Our failure to fully comply with PRC labor-related laws may expose us to potential penalties.”
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.
E. Share Ownership
The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of March 31, 2023 by:
● each of our directors and executive officers; and
● each person known to us to own beneficially more than 5% of our total outstanding shares.
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We had 608,011,904 Class A ordinary shares, excluding our repurchase of 10,655,198 Class A ordinary shares in the form of ADSs,
and 206,100,000 Class B ordinary shares, issued and outstanding as of March 31, 2023. Beneficial ownership is determined in accordance with
the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that
person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option, warrant or
other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of
any other person.
Directors and Executive Officers:**
Meisong Lai(1)
Jilei Wang(2)
Hongqun Hu
Zheng Liu
Xing Liu
Frank Zhen Wei
Qin Charles Huang
Herman Yu
Tsun-Ming (Daniel) Kao
Fang Xie
Huiping Yan
Jianchang Lai
Jingxi Zhu
Jianfeng Zhang
All Directors and Executive Officers as a Group
Principal Shareholders:
Zto Lms Holding Limited (3)
Alibaba Group Holding Limited (4)
Jianfa Lai and Zto Ljf Holding Limited (5)
Zto Wjl Holding Limited (6)
Ordinary Shares Beneficially Owned
Class A
ordinary
shares
Class B
ordinary
shares
Total
ordinary
shares
Percentage
of total
ordinary
shares
Percentage
of
aggregate
voting power†
4,989,947
42,207,263
*
—
*
*
*
*
*
*
*
*
*
*
52,135,009
206,100,000
—
—
—
—
—
—
—
—
—
—
—
—
—
211,089,947
42,207,263
*
—
*
*
*
*
*
—
*
*
*
*
206,100,000
258,235,009
4,025,182
71,941,287
66,252,639
42,087,263
206,100,000
210,125,182
— 71,941,287
—
—
66,252,639
42,087,263
25.9
5.2
*
—
*
*
*
*
*
*
*
*
*
*
31.7
25.8
8.8
8.1
5.2
77.6
1.6
*
—
*
*
*
*
*
*
*
*
*
*
79.4
77.6
2.7
2.5
1.6
†
For each person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially
owned by such person or group by the voting power of our Class A ordinary shares and Class B ordinary shares as a single class. We did
not include 9,437,496 Class A ordinary shares held by ZTO ES for the purpose of our employee shareholding platform in the calculation of
voting power as ZTO ES shall abstain from voting on matters that require shareholders’ approval under the Hong Kong Listing Rules for
all the shares of our company held by ZTO ES in light of the Primary Conversion. Notwithstanding the above, such shares held by ZTO
ES were included in the column for calculation of beneficial ownership as a percentage of our total ordinary shares. Each holder of Class
A ordinary shares is entitled to one vote per share and each holder of our Class B ordinary shares is entitled to ten votes per share on all
matters submitted to them for a vote. Our Class A ordinary shares and Class B ordinary shares vote together as a single class on all matters
submitted to a vote of our shareholders, except as may otherwise be required by law. Our Class B ordinary shares are convertible at any
time by the holder thereof into Class A ordinary shares on a one-for-one basis.
*
Less than 1% of our total outstanding ordinary shares.
** Except for Messrs. Xing Liu, Frank Zhen Wei, Qin Charles Huang and Zheng Liu, the business address of our directors and executive
officers is to No.1685 Huazhi Road, Qingpu District, Shanghai, 201708, People’s Republic of China. The business address of Mr. Xing Liu
is Suite 3613, 36/F, Two Pacific Place, 88 Queensway, Hong Kong. The business address of Mr. Frank Zhen Wei is Suite 6703, Two IFC, 8
Finance Street, Hong Kong. The business address of Mr. Qin Charles Huang is Suite 1804, Tower 1, Admiralty Centre, Hong Kong. The
business address of Mr. Zheng Liu is Block Bl, Xixi Center, 588 West Wenyi Road, Xihu District, Hangzhou 310000, China.
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(1) Represents (i) 206,100,000 Class B ordinary shares directly held by Zto Lms Holding Limited, (ii) 964,765 Class A Ordinary Shares held
by ZTO ES and (iii) 4,025,182 ADSs (representing the same number of Class A Ordinary Shares) held by Zto Lms Holding Limited,
2,348,428 of which were vested from restricted share units held by Mr. Meisong Lai. Mr. Meisong Lai has the power to direct the
disposition of those 964,765 Class A ordinary shares held by ZTO ES. Zto Lms Holding Limited is a British Virgin islands company
wholly owned by LMS Holding Limited, which in turn is beneficially owned by The LMS Family Trust, a trust established under the laws
of Singapore and managed by Standard Chartered Trust (Singapore) Limited as trustee. Mr. Meisong Lai is the settlor of The LMS Family
Trust and the beneficiaries of the trust are Mr. Meisong Lai and his family members. Mr. Meisong Lai is the sole director of Zto Lms
Holding Limited. The registered address of Zto Lms Holding Limited is Sea Meadow House, P.O. Box 116, Road Town, Tortola, British
Virgin Islands.
(2) Represents (i) 36,635,000 Class A Ordinary Shares held by Zto Wjl Holding Limited, (ii) 5,200,000 restricted ADSs held by JPMorgan
Chase Bank, N.A., as depositary bank, underlying 5,200,000 Class A Ordinary Shares held by Zto Wjl Holding Limited pledged to
Morgan Stanley Bank Asia Limited, as lender under a loan agreement dated December 19, 2019, to secure Zto Wjl Holding Limited’s
obligations under the loan agreement, (iii) 252,263 Class A Ordinary Shares, in the form of ADSs, held by Zto Wjl Holding Limited and
vested from restricted share units held by Mr. Jilei Wang, and (iv) 120,000 Class A Ordinary Shares held by ZTO ES. Mr. Jilei Wang is the
sole director of Zto Wjl Holding Limited. Mr. Jilei Wang has the power to direct the disposition of those 120,000 Class A Ordinary Shares
held by ZTO ES. Zto Wjl Holding Limited is a British Virgin Islands company wholly owned by WJL Holding Limited, which in turn is
beneficially owned by The WJL Family Trust, a trust established under the laws of Singapore and managed by Standard Chartered Trust
(Singapore) Limited as trustee. Mr. Jilei Wang is the settlor of The WJL Family Trust and the beneficiaries of the trust are Mr. Jilei Wang
and his family members. The registered address of Zto Wjl Holding Limited is Sea Meadow House, P.O. Box 116, Road Town, Tortola,
British Virgin Islands.
(3) Represents (i) 206,100,000 Class B ordinary shares directly held by Zto Lms Holding Limited, a British Virgin Islands company wholly
owned by Mr. Meisong Lai, (ii) 4,025,182 ADSs (representing the same number of Class A Ordinary Shares) held by Zto Lms Holding
Limited, 2,348,428 of which were vested from restricted share units held by Mr. Meisong Lai.
(4) Represents 71,941,287 Class A ordinary shares beneficially owned by Alibaba Group Holding Limited, an exempted company
incorporated under the laws of the Cayman Islands (“Alibaba”), which consist of (i) 57,870,370 Class A ordinary shares directly held by
Alibaba ZT Investment Limited (“Ali ZT”), a company incorporated under the laws of Hong Kong, (ii) 5,787,037 Class A ordinary shares
directly held by Cainiao Smart Logistics Investment Limited (“Cainiao Smart”), a company organized under the laws of the British Virgin
Islands, (iii) 4,629,630 Class A ordinary shares directly held by New Retail Strategic Opportunities Investments 2 Limited (“NRF”), a
company organized under the laws of the Cayman Islands, (iv) 3,322,050 Class A ordinary shares directly held by Taobao China Holding
Limited (“Taobao”), a company incorporated under the laws of Hong Kong, and (v) 332,200 Class A ordinary shares directly held by
Cainiao Smart Logistics Network (Hong Kong) Limited (“Cainiao HK”), a company incorporated under the laws of Hong Kong. Alibaba
is a holding company which, through its subsidiaries and variable interest entities, operates leading online and mobile marketplaces in
retail and wholesale trade, as well as provides cloud computing and other services. Ali ZT is an indirect wholly-owned special purpose
subsidiary of Alibaba. Cainiao Smart is a majority owned indirect subsidiary of Alibaba. New Retail Strategic Opportunities Fund, L.P., a
Cayman Islands exempted limited partnership (“NRSF”), owns 100% of NRF. New Retail Strategic Opportunities Fund GP, L.P., a
Cayman Islands exempted limited partnership (“NRSF GP”), is the general partner of NRSF. New Retail Strategic Opportunities GP
Limited, a company organized under the laws of the Cayman Islands and an indirect wholly owned subsidiary of Alibaba, is the general
partner of NRSF GP. Taobao is an indirect wholly owned subsidiary of Alibaba. Cainiao HK is a majority owned indirect subsidiary of
Alibaba. Alibaba is deemed to be the beneficial owner of the 71,941,287 Class A ordinary shares held by Ali ZT, Cainiao Smart, NRF,
Taobao and Cainiao HK. The business address of Alibaba, Ali ZT, NRF, Cainiao HK and Taobao is 26/F, Tower One, Times Square, 1
Matheson Street, Causeway Bay, Hong Kong. The business address of Cainiao Smart is c/o Zhejiang Cainiao Supply Chain Management
Limited, 588 West Wenyi Road, Xihu District, Hangzhou 310000, China. Information regarding beneficial ownership is reported as of
June 12, 2018, based on information contained in the Schedule 13D filed by Alibaba Group Holding Limited, among other reporting
persons, with the SEC on June 21, 2018.
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(5) Represents (i) 55,000,000 Class A Ordinary Shares held by Zto Ljf Holding Limited, among which, 48,250,000 Class A Ordinary Shares
are recorded on our Cayman share register, and the remaining 6,750,000 Class A Ordinary Shares are recorded under the name of HKSCC
Nominees Limited on our Hong Kong share register and are deposited into the Central Clearing and Settlement System established and
operated by Hong Kong Securities Clearing Company Limited, (ii) 6,000,000 restricted ADSs held by JPMorgan Chase Bank, N.A., as
depositary bank, underlying 6,000,000 Class A Ordinary Shares held by Zto Ljf Holding Limited pledged to Citibank, N.A., Singapore, as
lender under a loan agreement dated December 6, 2019, to secure Zto Ljf Holding Limited’s obligations under the loan agreement, (iii)
5,000,000 ADSs held by Zto Ljf Holding Limited, underlying 5,000,000 Class A Ordinary Shares held by JPMorgan Chase Bank, N.A., as
depositary bank, pledged to Citibank, N.A., as counterparty under the share forward transaction pursuant to a master terms and conditions
for prepaid variable share forward transactions (the “Master Confirmation”, and as supplemented by any Supplemental Confirmations or
Trade Notifications, each as defined in the Master Confirmation, the “Forward Contract”) dated June 6, 2022, to secure Zto Ljf Holding
Limited’s obligations under the Forward Contract, (iv) 219,041 Class A Ordinary Shares, in the form of ADSs, held by Zto Ljf Holding
Limited and vested from restricted share units held by Mr. Jianfa Lai, and (v) 33,598 Class A ordinary shares held by ZTO ES. Mr. Jianfa
Lai is the sole director of Zto Ljf Holding Limited. Mr. Jianfa Lai has the power to direct the sale of those 33,598 Class A ordinary shares
held by ZTO ES. Zto Ljf Holding Limited is a British Virgin Islands company wholly owned by LJFA Holding Limited, which in turn is
beneficially owned by The LJF Family Trust, a trust established under the laws of Singapore and managed by Standard Chartered Trust
(Singapore) Limited as trustee. Mr. Jianfa Lai is the settlor of the LJF Family Trust and the beneficiaries of the trust are Mr. Jianfa Lai and
his family members. The registered address of Zto Ljf Holding Limited is Sea Meadow House, P.O. Box 116, Road Town, Tortola, British
Virgin Islands.
(6) Represents (i) 36,635,000 Class A Ordinary Shares held by Zto Wjl Holding Limited, (ii) 5,200,000 restricted ADSs held by JPMorgan
Chase Bank, N.A., as depositary bank, underlying 5,200,000 Class A Ordinary Shares held by Zto Wjl Holding Limited pledged to
Morgan Stanley Bank Asia Limited, as lender under a loan agreement dated December 19, 2019, to secure Zto Wjl Holding Limited’s
obligations under the loan agreement, and (iii) 252,263 Class A Ordinary Shares, in the form of ADSs, held by Zto Wjl Holding Limited
and vested from restricted share units held by Mr. Jilei Wang.
To our knowledge, as of March 31, 2023, 129,474,646 (15.9%) of our ordinary shares in the form of ADSs (including 10,655,198
Class A ordinary shares in the form of ADSs repurchased by us) were held by one record holder in the United States, which was JPMorgan
Chase Bank, N.A., the depositary of our ADS program. The number of beneficial owners of our ADSs in the United States is likely to be much
larger than the number of record holders of our ordinary shares in the United States.
F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation
Not applicable.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major Shareholders
Please refer to “Item 6. Directors, Senior Management and Employees—E. Share Ownership.”
B. Related Party Transactions
Contractual Arrangements with the VIE and its Shareholders
See “Item 4. Information on the Company—C. Organizational Structure.”
Shareholders Agreement
We entered into our shareholders agreement on August 18, 2015 with our then shareholders. Pursuant to this shareholders agreement,
we have granted certain registration rights to our shareholders. Set forth below is a description of the registration rights granted under the
agreement.
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Demand Registration Rights. At any time after the earlier of (i)180 days after the effective date of the registration statement for a
public offering or (ii)the expiration of the period during which the managing underwriters for such public offering shall prohibit us from
effecting any other public sale or distribution of registrable securities, holders of series A preferred shares, Max Alpha Limited and Max
Beyond Limited, and Zto Wlm Holding Limited have the right to demand that we file a registration statement covering the registration of any
registrable securities of such holders. We have the right to defer filing of a registration statement for a period of not more than 90 days after the
receipt of the request of the initiating holders under certain conditions, but we cannot exercise the deferral right more than once in any six-
month period. We are not obligated to effect more than two demand registrations, other than demand registration to be effected pursuant to
registration statement on Form F-3, for which an unlimited number of demand registrations shall be permitted.
Piggyback Registration Rights. If we propose to file a registration statement for a public offering of our securities, we must offer
holders of our registrable securities an opportunity to include in the registration the number of registrable securities of the same class or series
as those proposed to be registered If the mana in number of registrable securities of the same class or series as those proposed to be registered.
If the managing underwriters of any underwritten offering determine in its view the number of registrable securities exceeds the maximum
offering size, the registrable securities shall allocate first to us, second to each of holders requesting for the inclusion of their registrable
securities pursuant to the piggyback registration, and third to any other party with such priorities among them as we shall determine.
Form F-3 Registration Rights. Holders of series A preferred shares, Max Alpha Limited and Max Beyond Limited, and Zto Wlm
Holding Limited, may request us in writing to file an unlimited number of registration statements on Form F-3. Within 90 days of receiving
such request, we shall effect the registration of the securities on Form F-3.
Expenses of Registration. We will bear all registration expenses, other than underwriting discounts and selling commissions, incurred
in connection with any demand, piggyback or F-3 registration.
Investor Rights Agreement with Ali ZT and Cainiao Smart
In connection with the investment by Alibaba and Cainiao Network, we entered into an investor rights agreement, dated as of June 12,
2018, with Alibaba ZT Investment Limited, or Ali ZT, an indirect wholly-owned special purpose subsidiary of Alibaba, Cainiao Smart
Logistics Investment Limited, or Cainiao Smart, a wholly-owned subsidiary of Cainiao Network, and certain founding shareholders named
therein. Among other things, the investor rights agreement contains the following rights of Alibaba and Cainiao Network, as applicable:
Right of First Offer. At any time Mr. Meisong Lai (the “Founder”), proposes to transfer securities of our company which constitutes a
Change of Control (as defined in the investor rights agreement), the Founder shall first make an offer of such securities to Ali ZT and Cainiao
Smart (the “Right of First Offer”). Ali ZT and Cainiao Smart may elect to exercise their Right of First Offer rights to purchase the securities, or
exercise their tagalong rights to sell their securities, at the price and on the terms offered by the Founder.
Preemptive Rights. If the company proposes to issue any of its securities, Ali ZT, Cainiao Smart and certain existing shareholders of
the company shall have the right to acquire a portion of such securities equal to the quotient obtained by dividing (i) the number of shares of all
securities owned by such shareholder by (ii) the total number of shares of all securities issued and outstanding, or such other percentage as may
be mutually agreed among such shareholders following discussions with the company.
Restriction on Transfers of Company Securities. Each of Ali ZT and Cainiao Smart is prohibited from transferring its Class A
ordinary shares prior to the second anniversary of the date of the investor rights agreement, other than transfers to its affiliates, transfers to the
company, transfers required by law or transfers approved by the board of directors. In addition, certain existing shareholders of the company
are not permitted to transfer any securities of the company to a competitor of Alibaba without the prior written consent of Ali ZT and the
Founder is not permitted to transfer any Class B ordinary shares beneficially owned by him without the prior written consent of Ali ZT prior to
the second anniversary of the date of the investor rights agreement.
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Additional Agreements. The company agrees to take all Necessary Action (as defined in the investor rights agreement), and the
Founding Shareholders (as defined in the investor rights agreement) agree to take all Necessary Action to cause the company, to ensure that
(i) one (1) incumbent member of the Board shall resign his or her directorship, and (ii) the vacancy so caused by such resignation shall be filled
by the appointment of one (1) director who shall be designated by Ali ZT (the “Investor Director”). Ali ZT may, at its election, appoint a
designated representative to serve as a non-voting observer to the Board (the “Investor Observer”) and appoint the Investor Director or Investor
Observer to any committee of the board of directors, subject to compliance with independence requirements under applicable laws and listing
rules.
Registration Rights Agreement with Ali ZT and Cainiao Smart
In connection with the investment by Alibaba and Cainiao Network, we entered into a registration rights agreement, dated as of June
12, 2018, with Ali ZT and Cainiao Smart. The registration rights agreement provides that the company shall file a registration statement prior
to the second anniversary of the date of the registration rights agreement covering the resale of the Class A ordinary shares owned by Ali ZT
and Cainiao Smart. The company will bear the registration expenses related to the preparation and filing of the registration statement. A
prospectus supplement covering such resale was filed on December 30, 2020. The registration rights agreement contains customary
indemnification provisions.
Registration Rights Agreement with NRF
In connection with the investment by Alibaba and Cainiao Network, we entered into a registration rights agreement, dated as of June
28, 2018, with NRF. NRSF owns 100% of NRF. NRSF GP is the general partner of NRSF. New Retail Strategic Opportunities GP Limited, an
indirect wholly owned subsidiary of Alibaba, is the general partner of NRSF GP. The registration rights agreement provides that the company
shall file a registration statement prior to the first anniversary of the date of the registration rights agreement covering the resale of the Class A
ordinary shares owned by NRF. NRF will bear the registration expenses related to the preparation and filing of the registration statement. The
registration rights agreement contains customary indemnification provisions.
Employment Agreements and Indemnification Agreements
See “Item 6. Directors, Senior Management and Employees — A. Directors and Senior Management—Employment Agreements and
Indemnification Agreements.”
Share Incentive Plan
See “Item 6. Directors, Senior Management and Employees — B. Compensation of Directors and Executive Officers — 2016 Share
Incentive Plan.”
Employee Shareholding Platform
See “Item 6. Directors, Senior Management and Employees — B. Compensation of Directors and Executive Officers—Employee
Shareholding Platform.”
Other Transactions with Related Parties
Shanghai Mingyu. Shanghai Mingyu Barcode Technology Ltd. is controlled by our chairman’s brother. We incurred approximately
RMB235.8 million and approximately RMB237.3 million (US$34.4 million) for purchases of supplies from this company in 2021 and 2022,
respectively. As of December 31, 2022, we had approximately RMB20.2 million (US$2.9 million) due to this company.
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ZTO LTL. In November 2016, we invested RMB54.0 million in ZTO Supply Chain Management Co., Ltd., or ZTO LTL, for 18%
equity interest. ZTO LTL is engaged in provision of less-than-truckload transportation services in China. ZTO LTL is our investee. In
September 2017, we increased investment in ZTO LTL by RMB36.0 million to maintain our equity interest in ZTO LTL at 18%. In July 2018,
we made an additional investment in ZTO LTL of RMB 130.2 million (US$19.0 million) in cash, jointly with other investors, and our equity
interest in ZTO LTL decreased to 17.7%. In May 2020, we contributed additional investment in ZTO LTL of RMB90.2 million (US$12.7
million) in cash, jointly with other investors, and our equity interest in ZTO LTL further decreased to 17.3%. In December 2021, we invested
US$52,102 (approximate to RMB331,807) in cash to maintain our equity interest in ZTO LTL at 17.3%. We incurred approximately RMB56.6
million and approximately RMB459.0 million (US$66.6 million) of transportation service fees to ZTO LTL and derived approximately
RMB29.7 million and approximately RMB45.9 million (US$6.7 million) of rental income from ZTO LTL in 2021 and 2022, respectively. In
September 2022, we sold 100% of our equity interests in a wholly owned subsidiary of ours, Jinhua Zhongrui Freight Forwarding Co., Ltd, to
ZTO LTL at a cash consideration of RMB291.4 million. We recognized gain of RMB60.5 million on the disposal of Jinhua Zhongrui Freight
Forwarding Co., Ltd. In 2022, we extend a one-year loan with a principal amount of RMB110.0 (US$15.9 million) million with a 6.96%
annualized interest rate to ZTO LTL and its subsidiaries. As of December 31, 2022, we had amount due from ZTO LTL of RMB101.4 million
(US$14.7 million) comprised the loan above and net off account payable generated from the transportation service that this related party and its
subsidiaries provided to the Company.
Zhongkuai Future City. Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd, or Zhongkuai Future City, is controlled by
our chairman. In 2020, we extend a three-year loan with a principal amount of RMB500.0 million with a 7.2% annualized interest rate to
Zhongkuai Future City. As of December 31, 2022, we had amounts due from Zhongkuai Future City of RMB575.0 million (US$83.4 million).
Transaction with an executive officer. Mr. Jianchang Lai is a vice president of our company. In 2021, we acquired 20.77% equity
interests each in two subsidiaries from Mr. Lai at a total cash consideration of RMB103.7 million.
ZTO Yun Leng. In 2021, we invested RMB80.0 million in ZTO Yun Leng Network Technology (Zhejiang) Co., Ltd., or ZTO
Yunleng, for 18% equity interests in it. In December 2021, we sold our 100% equity interests in Zhejiang Xinglian Air Cargo Co., Ltd. to
Zhongtong Yunleng at a cash consideration of RMB177.3 million. We incurred approximately RMB56.3 million (US$8.2 million) of
transportation service fees to ZTO Yun Leng. As of December 31, 2022, we had approximately RMB53.5 million (US$7.8 million) of accounts
due from this company.
C. Interests of Experts and Counsel
Not applicable.
ITEM 8. FINANCIAL INFORMATION
A. Consolidated Statements and Other Financial Information
We have appended consolidated financial statements filed as part of this annual report.
Legal Proceedings
We may from time to time be subject to various legal or administrative claims and proceedings arising in the ordinary course of our
business. Litigation or any other legal or administrative proceeding, regardless of outcome, may result in substantial cost and diversion of our
resources, including our management’s time and attention.
Starting in May 2017, our company and certain of our directors and officers, and the underwriters of our company’s initial public
offering in October 2016 (the “Underwriter Defendants”) have been named as defendants in the following putative securities class actions:
● City of Birmingham Retirement and Relief System v. ZTO Express (Cayman) Inc., et al., 01-CV-2017-902004.00 (Cir. Ct.
Jefferson County Ala., filed on May 16, 2017) (the “Alabama Action”);
● Guo v. ZTO Express (Cayman) Inc., et al., 17 Civ. 03676 (Sup. Ct. Mateo County Ca., filed on August 11, 2017) (the “Guo
Case”);
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● Nurlybayev v. ZTO Express (Cayman) Inc., et al., 1:17-cv-06130 (S.D.N.Y., filed on August 14, 2017) (the “New York Action”);
● McGrath v. ZTO Express (Cayman) Inc., et al., 17 Civ. 03805 (Sup. Ct. Mateo County Ca., filed on August 21, 2017) (the
“McGrath Case”); and
● The Ronald & Maxine Linde Foundation v. ZTO Express (Cayman) Inc., et al., 18 Civ. 00264 (Sup. Ct. Mateo County Ca., filed
on January 17, 2018) (the “Linde Foundation Case”).
These actions allege that the defendants made misstatements and omissions in our Registration Statement and Prospectus in
connection with our initial public offering in October 2016 in violation of the Securities Act of 1933.
The Alabama Action: On June 28, 2017, our company removed the Alabama Action to the federal District Court for the Northern
District of Alabama and the Underwriter Defendants joined in the removal. On July 14, 2017, City of Birmingham Retirement and Relief
System filed a Motion to Remand the Alabama Action back to state court. On August 4, 2017, our company and the Underwriter Defendants
submitted a joint Motion to Change Venue, requesting the court to transfer the Alabama Action to the federal District Court for the Southern
District of New York. On August 29, 2017, the court issued an order staying the proceedings of the Alabama Action pending the United States
Supreme Court’s decision in Cyan, Inc. v. Beaver County Employees Retirement Fund, and denying without prejudice City of Birmingham
Retirement and Relief System’s Motion to Remand and our company and the Underwriter Defendants’ Motion to Change Venue. On April 17,
2018, City of Birmingham Retirement and Relief System filed a motion to lift the stay and remand the Alabama Action back to state court,
which motion was granted by the court on April 18, 2018. On May 9, 2018, the plaintiff and defendants filed a joint motion to stay the
Alabama Action in favor of the New York Action. The court granted that motion on August 9, 2018, and stayed the case. On June 2, 2021, the
action was voluntarily dismissed without prejudice.
The California Actions: On September 15, 2017, our company removed the Guo Case and McGrath Case to the federal District Court
for the Northern District of California and the Underwriter Defendants consented to the removal. Also, on September 15, 2017, our company
and the Underwriter Defendants filed a joint motion to transfer in the Guo Case and McGrath Case, requesting the court to transfer the two
cases to the federal District Court for the Southern District of New York. On September 26, 2017, the plaintiffs filed motions to remand these
two cases back to state court. On December 22, 2017, the court granted the plaintiffs’ motions to remand and denied our and the Underwriter
Defendants’ joint motion to transfer. On February 15, 2018, our company and the Underwriter Defendants filed a joint motion to stay the Guo
Case and the McGrath Case in state court. On April 24, 2018, the court granted our company and the Underwriter Defendants’ motion, and the
stayed the case. On March 19, 2018, the Linde Foundation Case was voluntarily dismissed. On July 27, 2021, the consolidated California
action was voluntarily dismissed without prejudice.
The New York Action: On October 16, 2017, three sets of purported shareholders filed motions to appoint themselves as lead plaintiffs
of the purported plaintiff class and appoint their designated counsel as lead counsel. On November 13, 2017, the court appointed a lead plaintiff
and approved the lead plaintiff’s selection of lead counsel. On January 8, 2018, the lead plaintiff filed an amended complaint. On February 20,
2018, our company and the Underwriter Defendants filed a joint motion to dismiss the amended complaint. On July 17, 2019, the court granted
the defendants’ joint motion to dismiss. On September 10, 2019, the plaintiffs moved for leave to file a second amended complaint, which our
company and the Underwriter Defendants opposed. On March 31, 2021, the Court denied Plaintiffs’ motion for leave to amend. On April 1,
2021, the Court rendered judgement in favor of Defendants.
For risks and uncertainties relating to legal proceedings, please see “Item 3. Key Information—D. Risk Factors—Risks Related to Our
Business and Industry—We are regularly subject to claims, lawsuits and other proceedings that may adversely affect our reputation, business
and results of operations.”
Dividend Policy
Our board of directors has complete discretion on whether to distribute dividends, subject to certain restrictions under Cayman Islands
law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our
directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or share premium account, provided
that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary
course of business. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future
operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board
of directors may deem relevant.
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On March 14, 2023, the board of directors approved a special dividend of US$0.37 per ADS or share for 2022, to be paid to
shareholders of record as of the close of business on April 6, 2023.
Unless otherwise disclosed in this annual report, we do not have any present plan to pay any cash dividends on our ordinary shares in
the foreseeable future. We intend to retain most of our available funds and any future earnings to operate and expand our business.
We are a holding company incorporated in the Cayman Islands. We may rely on dividends from our subsidiaries in China for our cash
requirements, including any payment of dividends to our shareholders. PRC regulations may restrict the ability of our PRC subsidiaries to pay
dividends to us. See “Item 4. Information on the Company—B. Business Overview—Regulation—Regulations Relating to Dividend
Distribution.”
If we pay any dividends, on our ordinary shares, we will pay those dividends which are payable in respect of the ordinary shares
underlying our ADSs to the depositary, as the registered holder of such ordinary shares, and the depositary then will pay such amounts to our
ADS holders in proportion to the ordinary shares underlying the ADSs held by such ADS holders, subject to the terms of the deposit
agreement, including the fees and expenses payable thereunder. Cash dividends on our ordinary shares, if any, will be paid in U.S. dollars.
B. Significant Changes
We have not experienced any significant changes since the date of our audited consolidated financial statements included in this
annual report.
ITEM 9. THE OFFER AND LISTING
A. Offering and Listing Details
Our ADSs, each representing one Class A ordinary share of ours, have been listed on the NYSE since October 27, 2016 under the
symbol “ZTO.”
Our Class A ordinary shares have been listed on the Hong Kong Stock Exchange since September 29, 2020 under the stock code
“2057.”
B. Plan of Distribution
Not applicable.
C. Markets
Our ADSs, each representing one Class A ordinary share of ours, have been listed on the NYSE since October 27, 2016 under the
symbol “ZTO.”
Our Class A ordinary shares have been listed on the Hong Kong Stock Exchange since September 29, 2020 under the stock code
“2057.”
D. Selling Shareholders
Not applicable.
E. Dilution
Not applicable.
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F. Expenses of the Issue
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
A. Share Capital
Not applicable.
B. Memorandum and Articles of Association
In our extraordinary general meeting of shareholders held on April 14, 2023, our shareholders have passed a special resolution,
conditional upon and with effect from the consummation of the Primary Conversion, that our third amended and restated memorandum and
articles of association be amended and restated in their entirety and by the substitution in their place of the fourth amended and restated
memorandum and articles of association and that our board of directors be authorized to deal with on behalf of our company the relevant filing
and amendments (where necessary) procedures and other related issues arising from the amendments to the third amended and restated
memorandum and articles of association.
Until our fourth amended and restated memorandum and articles of association becomes effective conditional upon the consummation
of the Primary Conversion, our effective memorandum and articles of association is our third amended and restatement memorandum and
articles of association. For the summaries of material provisions of our third amended and restatement memorandum and articles of association,
see “Item 10. Additional Information—B. Memorandum and Articles of Association” of our annual report on Form 20-F filed with the
Securities and Exchange Commission on April 28, 2022.
The following are summaries of material provisions of our fourth amended and restated memorandum and articles of association, as
well as the Companies Act (As Revised) insofar as they relate to the material terms of our ordinary shares.
Registered Office and Objects. Our registered office in the Cayman Islands is located at the offices of Maples Corporate Services
Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Our agent for service of process in the United States is Law
Debenture Corporate Services Inc., located at 4th Floor, 400 Madison Avenue, New York, New York 10017. Under our fourth amended and
restated memorandum and articles of association, the objects of our company are unrestricted, and we have the full power and authority to carry
out any object not prohibited by the law of the Cayman Islands.
Board of Directors
See “Item 6 Directors, Senior Management and Employees—C. Board Practices—Board of Directors.”
Ordinary Shares
General.Our ordinary shares are divided into Class A ordinary shares and Class B ordinary shares. Holders of our Class A ordinary
shares and Class B ordinary shares will have the same rights except for voting and conversion rights. Our ordinary shares are issued in
registered form and are issued when registered in our register of members. Our shareholders who are non-residents of the Cayman Islands may
freely hold and vote their shares.
Conversion. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A
ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any sale, transfer, assignment or disposition of
Class B ordinary shares by a holder thereof to any person or entity that is not an Affiliate (as defined in our fourth amended and restated articles
of association) of such holder or upon a change of ultimate beneficial ownership of any Class B ordinary shares to any person who is not an
Affiliate of the holder of such Class B ordinary shares, such Class B ordinary shares will be automatically and immediately converted into an
equal number of Class A ordinary shares. In addition, if at any time, Mr. Meisong Lai and his affiliates collectively own less than 10% of the
issued and outstanding shares in the capital of our company, each issued and outstanding Class B ordinary share will be automatically and
immediately converted into one Class A ordinary share, and we will not issue any Class B ordinary shares thereafter.
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Dividends. The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors. In addition,
our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our directors. Our
fourth amended and restated articles of association provide that dividends may be declared and paid out of our profits, realized or unrealized, or
from any reserve set aside from profits which our board of directors determine is no longer needed. Dividends may also be declared and paid
out of share premium account or any other fund or account which can be authorized for this purpose in accordance with the Companies Act,
provided that in no circumstances may we pay a dividend if this would result in our company being unable to pay its debts as they fall due in
the ordinary course of business.
Voting Rights. On a show of hands each shareholder is entitled to one vote for each ordinary shares registered in his name on the
register of members or, on a poll, each shareholder is entitled to one vote for each Class A ordinary share registered in his name on the register
of members and ten votes for each Class B ordinary share registered in his name on the register of members, voting together as a single class,
on all matters that require a shareholder’s vote. Voting at any shareholders’ meeting is by poll, save that the chairman of the meeting may, in
good faith, allow a resolution which relates purely to a procedural or administrative matter as prescribed under the Hong Kong Listing Rules to
be voted on by a show of hands.
We shall, for as long as our Class A ordinary shares remain listed on the Hong Kong Stock Exchange, in each financial year hold a
general meeting as our annual general meeting and shall specify the meeting as such in the notices calling it. A quorum required for a meeting
of shareholders consists of one or more shareholders present and holding not less than 10%, for as long as the Class A ordinary shares remain
listed on the Hong Kong Stock Exchange, or otherwise not less than one-third, of the votes attaching to all issued and outstanding shares in our
company and entitled to vote at such general meetings, on a one vote per share basis. Shareholders may be present in person or by proxy or, if
the shareholder is a legal entity, by its duly authorized representative. Shareholders’ meetings may be convened by the chairman of the board of
directors or our board of directors on its own initiative or upon a request to the directors by shareholders holding not less than 10% of all votes
attaching to our issued and outstanding shares, on a one vote per share basis, that as at the date of the deposit carry the right to vote at our
general meetings. Our annual general meetings shall be called by not less than 21 days’ notice in writing and any other general meeting
(including an extraordinary general meeting) shall be called by not less than 14 days’ notice in writing.
An ordinary resolution to be passed at a meeting by the shareholders requires the affirmative vote of a simple majority of the votes
attaching to the ordinary shares cast by those shareholders entitled to vote who are present in person or by proxy at a meeting, while a special
resolution requires the affirmative vote of no less than three-fourths of the votes attaching to the ordinary shares cast by those shareholders
entitled to vote who are present in person or by proxy at a meeting. A special resolution will be required for important matters such as a change
of name or making changes to our fourth amended and restated memorandum and articles of association. Holders of the ordinary shares may,
among other things, divide or combine their shares by ordinary resolution.
Transfer of Ordinary Shares. Subject to the restrictions set out below and the provisions above in respect of the transfer of Class B
ordinary shares, any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or
common form or any other form approved by our board of directors.
Our board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up
or on which we have a lien. Our board of directors may also decline to register any transfer of any ordinary share unless:
● the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such
other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer;
● the instrument of transfer is in respect of only one class of ordinary shares;
● the instrument of transfer is properly stamped, if required;
● in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not
exceed four; and
● a fee of such maximum sum as the New York Stock Exchange may determine to be payable or such lesser sum as our directors
may from time to time require is paid to us in respect thereof.
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If our directors refuse to register a transfer they shall, within three months after the date on which the instrument of transfer was
lodged, send to each of the transferor and the transferee notice of such refusal.
The registration of transfers may, after compliance with any notice required of the New York Stock Exchange, be suspended and the
register closed at such times and for such periods as our board of directors may from time to time determine, provided, however, that the
registration of transfers shall not be suspended nor the register closed for more than 30 days in any year as our board may determine.
Liquidation. On a return of capital on winding up (including in the case of voluntary winding up) or otherwise (other than on
conversion, redemption or purchase of shares), assets available for distribution among the holders of ordinary shares shall be distributed among
the holders of our shares on a pro rata basis. If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets
will be distributed so that the losses are borne by our shareholders proportionately.
Calls on Shares and Forfeiture of Shares. Our board of directors may from time to time make calls upon shareholders for any amounts
unpaid on their shares in a notice served to such shareholders at least 14 days prior to the specified time and place of payment. The shares that
have been called upon and remain unpaid are subject to forfeiture.
Redemption, Repurchase and Surrender of Shares. We may issue shares on terms that such shares may be redeemed, at our option or at
the option of the holders thereof, in such manner and on such terms as may be determined, before the issue of such shares, by either our board
of directors or by a special resolution of our shareholders. Our company may also repurchase any of our shares in such manner and on such
terms as have been approved by our board of directors or by ordinary resolution of our shareholders, or are otherwise authorized by our
memorandum and articles of association, provided always that any such purchase shall only be made in accordance with any relevant code,
rules or regulations issued by Hong Kong Stock Exchange or the Securities and Futures Commission of Hong Kong from time to time in force.
Under the Companies Act, the redemption or repurchase of any share may be paid out of our company’s profits or out of the proceeds of a fresh
issue of shares made for the purpose of such redemption or repurchase, or out of capital (including share premium account and capital
redemption reserve) if our company can, immediately following such payment, pay its debts as they fall due in the ordinary course of business.
In addition, under the Companies Act no such share may be redeemed or repurchased (a) unless it is fully paid up, (b) if such redemption or
repurchase would result in there being no shares outstanding, or (c) if the company has commenced liquidation. In addition, our company may
accept the surrender of any fully paid share for no consideration.
Variations of Rights of Shares. Whenever the capital of our company is divided into different classes, the rights attached to any such
class may, subject to any rights or restrictions for the time being attached to any class, only be materially adversely varied with the consent in
writing of the holders of three-fourths of the issued shares of that class or with the sanction of a special resolution passed at a separate meeting
of the holders of the shares of that class. The rights conferred upon the holders of the shares of any class issued with preferred or other rights
shall not, subject to any rights or restrictions for the time being attached to the shares of that class, be deemed to be materially adversely varied
by, inter alia, the creation, allotment or issue of further shares ranking pari passu with or subsequent to them or the redemption or purchase of
any shares of any class by our company.
Issuance of Additional Shares. Our fourth amended and restated memorandum of association authorizes our board of directors to issue
additional ordinary shares from time to time as our board of directors shall determine, to the extent of available authorized but unissued shares.
Subject to our fourth amended and restated memorandum and articles of association and in compliance with the Hong Kong Listing
Rules and Takeover Code, our fourth amended and restated memorandum of association also authorizes our board of directors to establish from
time to time one or more series of preference shares and to determine, with respect to any series of preference shares, the terms and rights of
that series, including:
● the designation of the series;
● the number of shares of the series;
● the dividend rights, dividend rates, conversion rights, voting rights; and
● the rights and terms of redemption and liquidation preferences.
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Subject to our fourth amended and restated memorandum and articles of association and in compliance with the Hong Kong Listing
Rules and Takeover Code, our board of directors may issue preference shares without action by our shareholders to the extent authorized but
unissued. Issuance of these shares may dilute the voting power of holders of ordinary shares.
Inspection of Books and Records. Holders of our ordinary shares will have no general right under Cayman Islands law to inspect or
obtain copies of our list of shareholders or our corporate records (other than copies of our memorandum and articles of association, our register
of mortgages and charges and any special resolutions passed by our shareholders). However, we will provide our shareholders with annual
audited financial statements.
Anti-Takeover Provisions. Some provisions of our fourth amended and restated memorandum and articles of association may
discourage, delay or prevent a change of control of our company or management that shareholders may consider favorable, including
provisions that:
● authorize our board of directors to issue preference shares in one or more series and to designate the price, rights, preferences,
privileges and restrictions of such preference shares without any further vote or action by our shareholders; and
● limit the ability of shareholders to requisition and convene general meetings of shareholders.
However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our fourth amended
and restated memorandum and articles of association for a proper purpose and for what they believe in good faith to be in the best interests of
our company.
Exempted Company. We are an exempted company with limited liability under the Companies Act. The Companies Act distinguishes
between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business
mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are
essentially the same as for an ordinary company except that an exempted company:
● does not have to file an annual return of its shareholders with the Registrar of Companies;
● is not required to open its register of members for inspection;
● does not have to hold an annual general meeting;
● may issue negotiable or bearer shares or shares with no par value;
● may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the
first instance);
● may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;
● may register as a limited duration company; and
● may register as a segregated portfolio company.
“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the
company.
Changes in Capital. The company may from time to time by ordinary resolution increase the share capital by such sum, to be divided
into shares of such classes and amount, as the resolution shall prescribe. The company may by ordinary resolution:
● increase its share capital by new shares of such amount as it thinks expedient;
● consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares;
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● subdivide its shares, or any of them, into shares of an amount smaller than that fixed by the Memorandum and Articles of
Association, provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each
reduced share shall be the same as it was in case of the Share from which the reduced share is derived; and
● cancel any shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and
diminish the amount of its share capital by the amount of the shares so cancelled.
The company may by special resolution reduce its share capital and any capital redemption reserve in any manner authorized by law.
Differences in Corporate Law
The Companies Act is derived, to a large extent, from the older Companies Acts of England but does not follow recent United
Kingdom statutory enactments, and accordingly there are significant differences between the Companies Act and the current Companies Act of
England. In addition, the Companies Act differs from laws applicable to United States corporations and their shareholders. Set forth below is a
summary of certain significant differences between the provisions of the Companies Act applicable to us and the laws applicable to companies
incorporated in the United States and their shareholders.
Mergers and Similar Arrangements. The Companies Act permits mergers and consolidations between Cayman Islands companies and
between Cayman Islands companies and non-Cayman Islands companies. For these purposes, (a) “merger” means the merging of two or more
constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company and (b)
a “consolidation” means the combination of two or more constituent companies into a combined company and the vesting of the undertaking,
property and liabilities of such companies to the consolidated company. In order to effect such a merger or consolidation, the directors of each
constituent company must approve a written plan of merger or consolidation, which must then be authorized by (a) a special resolution of the
shareholders of each constituent company, and (b) such other authorization, if any, as may be specified in such constituent company’s articles
of association. The written plan of merger or consolidation must be filed with the Registrar of Companies of the Cayman Islands together with
a declaration as to the solvency of the consolidated or surviving company, a list of the assets and liabilities of each constituent company and an
undertaking that a copy of the certificate of merger or consolidation will be given to the members and creditors of each constituent company
and that notification of the merger or consolidation will be published in the Cayman Islands Gazette. Court approval is not required for a
merger or consolidation which is effected in compliance with these statutory procedures.
A merger between a Cayman parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution
of shareholders. For this purpose, a subsidiary is a company of which at least 90% of the issued shares entitled to vote are owned by the parent
company.
The consent of each holder of a fixed or floating security interest of a constituent company is required unless this requirement is
waived by a court in the Cayman Islands.
Except in certain limited circumstances, a shareholder of a Cayman Islands constituent company who dissents from the merger or
consolidation is entitled to payment of the fair value of his or her shares (which, if not agreed between the parties, will be determined by the
Cayman Islands court) upon dissenting from a merger or consolidation, provided the dissenting shareholder complies strictly with the
procedures set out in the Companies Act. The exercise of such dissenter rights will preclude the exercise by the dissenting shareholder of any
other rights to which he or she might otherwise be entitled by virtue of holding shares, except for the right to seek relief on the grounds that the
merger or consolidation is void or unlawful.
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Separate from the statutory provisions relating to mergers and consolidations, the Companies Act also contains statutory provisions
that facilitate the reconstruction and amalgamation of companies by way of schemes of arrangement, provided that the arrangement is approved
by a majority in number of each class of shareholders or creditors with whom the arrangement is to be made and who must, in addition,
represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person
or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be
sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the
transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:
● the statutory provisions as to the required majority vote have been met;
● the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without
coercion of the minority to promote interests adverse to those of the class;
● the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his
interest; and
● the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act.
The Companies Act also contains a statutory power of compulsory acquisition which may facilitate the “squeeze out” of dissentient
minority shareholders upon a tender offer. When a tender offer is made and accepted by holders of 90% of the shares affected within four
months, the offeror may, within a two-month period commencing on the expiration of such four-month period, require the holders of the
remaining shares to transfer such shares to the offeror on the terms of the offer. An objection can be made to the Grand Court of the Cayman
Islands, but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or
collusion.
If an arrangement and reconstruction by way of scheme of arrangement is thus approved and sanctioned, or if a tender offer is made
and accepted, in accordance with the foregoing statutory procedures, a dissenting shareholder would have no rights comparable to appraisal
rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment
in cash for the judicially determined value of the shares.
Shareholders’ Suits. In principle, we will normally be the proper plaintiff to sue for a wrong done to us as a company, and as a general
rule a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be
of persuasive authority in the Cayman Islands, the Cayman Islands court can be expected to apply and follow the common law principles
(namely the rule in Foss v. Harbottle and the exceptions thereto) which permit a minority shareholder to commence a class action against, or
derivative actions in the name of, a company to challenge the following:
● an act which is illegal or ultra vires;
● an act which, although not ultra vires, could only be effected duly if authorized by a special or qualified majority vote that has not
been obtained; and
● an act which constitutes a fraud on the minority where the wrongdoers are themselves in control of the company.
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Indemnification of Directors and Executive Officers and Limitation of Liability. Cayman Islands law does not limit the extent to which
a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such
provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or
the consequences of committing a crime. Our fourth amended and restated memorandum and articles of association provide that we shall
indemnify our directors and officers against all losses, damages, costs, expenses, actions, proceedings, charges or liabilities incurred in their
capacities as such unless such losses or damages arise from dishonesty, willful default or fraud of such directors or officers in or about the
conduct of our company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties,
powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities
incurred by such director or officer in defending (whether successfully or otherwise) any civil proceedings concerning our company or our
affairs in any court whether in the Cayman Islands or elsewhere. This standard of conduct is generally the same as permitted under the
Delaware General Corporation Law for a Delaware corporation.
In addition, we have entered into indemnification agreements with our directors and executive officers that provide such persons with
additional indemnification beyond that provided in our Memorandum and Articles of Association.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons
controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
Directors’ Fiduciary Duties. Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the
corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a
director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a
director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction.
The duty of loyalty requires that a director acts in a manner he reasonably believes to be in the best interests of the corporation. He must not use
his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the
corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by
the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the
honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a
breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, the director must prove the
procedural fairness of the transaction, and that the transaction was of fair value to the corporation.
As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the
company and therefore it is considered that he owes the following duties to the company—a duty to act bona fide in the best interests of the
company, a duty not to make a profit based on his position as director (unless the company permits him to do so) and a duty not to put himself
in a position where the interests of the company conflict with his personal interest or his duty to a third party. A director of a Cayman Islands
company owes to the company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance
of his duties a greater degree of skill than may reasonably be expected from a person of his knowledge and experience. However, English and
Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be
followed in the Cayman Islands.
Shareholder Action by Written Consent. Under the Delaware General Corporation Law, a corporation may eliminate the right of
shareholders to act by written consent by amendment to its certificate of incorporation. Cayman Islands law and our fourth amended and
restated memorandum and articles of association provide that shareholders may approve corporate matters by way of a unanimous written
resolution signed by or on behalf of each shareholder who would have been entitled to vote on such matter at a general meeting without a
meeting being held.
Shareholder Proposals. Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the
annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called
by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling
special meetings.
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Cayman Islands law does not provide shareholders any right to put proposal before a meeting and provides limited rights for
shareholders to requisition a general meeting. However, these rights may be provided in articles of association. Our fourth amended and
restated memorandum and articles of association allow our shareholders holding not less than 10% of all votes attaching to our issued and
outstanding shares, on a one vote per share basis, that as at the date of the deposit carry the right to vote at our general meetings, to requisition a
shareholder’s meeting. Other than this right to requisition a shareholders’ meeting, our fourth amended and restated memorandum and articles
of association do not provide our shareholders other right to put proposal before a meeting. As an exempted Cayman Islands company, we are
not obliged by law to call shareholders’ annual general meetings.
Cumulative Voting. Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless
the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority
shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single
director, which increases the shareholder’s voting power with respect to electing such director. There are no prohibitions in relation to
cumulative voting under the laws of the Cayman Islands, but our fourth amended and restated memorandum and articles of association do not
provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a
Delaware corporation.
Removal of Directors. Under the Delaware General Corporation Law, a director of a corporation with a classified board may be
removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation
provides otherwise. Under our fourth amended and restated memorandum and articles of association, directors may be removed with or without
cause, by an ordinary resolution of our shareholders before the expiration of his or her term of office.
Transactions with Interested Shareholders. The Delaware General Corporation Law contains a business combination statute applicable
to Delaware corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its
certificate of incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years
following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which
owns or owned 15% or more of the target’s outstanding voting share within the past three years. This has the effect of limiting the ability of a
potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if,
among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the
business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential
acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.
Cayman Islands law has no comparable statute. As a result we cannot avail ourselves of the types of Cayman Islands law has no
comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute.
However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that
such transactions must be entered into bona fide in the best interests of the company and not with the effect of constituting a fraud on the
minority shareholders.
Dissolution; Winding Up. Under the Delaware General Corporation Law, unless the board of directors approves the proposal to
dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is
initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a
Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated
by the board.
Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special
resolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has
authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do
so. Under the Companies Act and our fourth amended and restated memorandum and articles of association, our company may be dissolved,
liquidated or wound up by a special resolution of our shareholders.
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Variation of Rights of Shares. Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares
with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under
Cayman Islands law and our fourth amended and restated memorandum and articles of association, if our share capital is divided into more
than one class of shares, we may vary the rights attached to any class with the written consent of the holders of three-fourths of the issued
shares of that class or with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class.
Amendment of Governing Documents. Under the Delaware General Corporation Law, a corporation’s governing documents may be
amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise.
As permitted by Cayman Islands law, our fourth amended and restated memorandum and articles of association may only be amended with a
special resolution of our shareholders.
Rights of Non-Resident or Foreign Shareholders. There are no limitations imposed by our fourth amended and restated memorandum
and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares.
C. Material Contracts
We have not entered into any material contracts other than in the ordinary course of business and other than those described in
“Item 4. Information on the Company,” “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions,” in this
“Item 10. Additional Information—C. Material Contracts” or elsewhere in this annual report on Form 20-F.
D. Exchange Controls
See “Item 4. Information on the Company—B. Business Overview—Regulation—Regulations Relating to Foreign Exchange.”
E. Taxation
The following summary of the material Cayman Islands, PRC and U.S. federal income tax consequences of an investment in our
ADSs or ordinary shares is based upon laws and relevant interpretations thereof in effect as of the date of this annual report, all of which are
subject to change. This summary does not deal with all possible tax consequences relating to an investment in our ADSs or ordinary shares,
such as the tax consequences under U.S. state and local tax laws or under the tax laws of jurisdictions other than the Cayman Islands, the
People’s Republic of China and the United States.
Cayman Islands Taxation
The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and
there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government
of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution, brought within the
jurisdiction of the Cayman Islands. The Cayman Islands is not party to any double tax treaties that are applicable to any payments made to or
by our company. There are no exchange control regulations or currency restrictions in the Cayman Islands.
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People’s Republic of China Taxation
Under the PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside of the PRC with “de facto
management body” within the PRC is considered a resident enterprise. The implementation rules define the term “de facto management body”
as the body that exercises full and substantial control and overall management over the business, productions, personnel, accounts and
properties, etc. of an enterprise. STA Circular 82 provides certain specific criteria for determining whether the “de facto management body” of
a PRC-controlled enterprise that is incorporated offshore is located in China. Although this circular only applies to offshore enterprises
controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth in the
circular may reflect the STA’s general position on how the “de facto management body” text should be applied in determining the tax resident
status of all offshore enterprises. According to STA Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC
enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China only if all of the following
conditions are met: (i) the primary location of the day-to-day operational senior management and senior management department’s
performance of their duties is in the PRC; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject
to approval by organizations or personnel in the PRC; (iii) the enterprise’s primary assets, accounting books and records, company seals, and
board and shareholder resolutions, are located or maintained in the PRC; and (iv) at least 50% of voting board members or senior executives
habitually reside in the PRC.
We believe that ZTO Express (Cayman) Inc. is not a PRC resident enterprise for PRC tax purposes. ZTO Express (Cayman) Inc. is not
controlled by a PRC enterprise or PRC enterprise group and we do not believe that ZTO Express (Cayman) Inc. meets all of the conditions
above. ZTO Express (Cayman) Inc. is a company incorporated outside the PRC. As a holding company, its key assets are its ownership
interests in its subsidiaries, and its key assets are located, and its records (including the resolutions of its board of directors and the resolutions
of its shareholders) are maintained, outside the PRC. However, the tax resident status of an enterprise is subject to determination by the PRC
tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.”
If the PRC tax authorities determine that ZTO Express (Cayman) Inc. is a PRC resident enterprise for enterprise income tax purposes,
we may be required to withhold a 10% withholding tax from dividends we pay to our shareholders that are non-resident enterprises, including
the holders of our ADSs. In addition, non-resident enterprise shareholders (including our ADS holders) may be subject to a 10% PRC tax on
gains realized on the sale or other disposition of ADSs or ordinary shares, if such income is treated as sourced from within the PRC.
Furthermore, if we are deemed a PRC resident enterprise, dividends payable to our non-PRC individual shareholders (including our ADS
holders) and any gain realized on the transfer of ADSs or ordinary shares by such shareholders may be subject to PRC tax at a rate of 20%
unless a reduced rate is available under an applicable tax treaty. It is also unclear whether non-PRC shareholders of ZTO Express (Cayman)
Inc. would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that ZTO Express
(Cayman) Inc. is treated as a PRC resident enterprise.
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The STA issued an STA Circular 59 together with the MOF on April 30, 2009 and a STA Public Notice 7 on February 3, 2015. By
promulgating and implementing these two circulars, the PRC tax authorities have enhanced their scrutiny over the direct or indirect transfer of
equity interests in a PRC resident enterprise by a non-resident enterprise. Under STA Public Notice 7, an “indirect transfer” of assets, including
equity interests in a PRC resident enterprise, by non-PRC resident enterprises may be re-characterized and treated as a direct transfer of PRC
taxable assets, if such arrangement does not have a reasonable commercial purpose and was established for the purpose of avoiding payment of
PRC enterprise income tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax. STA Public
Notice 7 provides clear criteria for assessment of reasonable commercial purposes and has introduced safe harbors for internal group
restructurings and the purchase and sale of equity through a public securities market. STA Public Notice 7 also brings challenges to both
foreign transferor and transferee (or other person who is obligated to pay for the transfer) of taxable assets. Where a non-resident enterprise
transfers taxable assets indirectly by disposing of the equity interests of an overseas holding company, which is an Indirect Transfer, the non-
resident enterprise as either transferor or transferee, or the PRC entity that directly owns the taxable assets, may report such Indirect Transfer to
the relevant tax authority. Using a “substance over form” principle, the PRC tax authority may disregard the existence of the overseas holding
company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a
result, gains derived from such Indirect Transfer may be subject to PRC enterprise income tax, and the transferee or other person who is
obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests in a
PRC resident enterprise. Both the transferor and the transferee may be subject to penalties under PRC tax laws if the transferee fails to withhold
the taxes and the transferor fails to pay the taxes. According to STA Announcement 37, the withholding party shall, within seven days of the
day on which the withholding obligation occurs, declare and remit the withholding tax to the competent tax authority at its locality. Where the
withholding party fails to withhold and remit the income tax payable or is unable to perform its obligation in this regard, the non-resident
enterprise that earns the income shall, declare and pay the tax that has not been withheld to the competent tax authority at the place where the
income occurs, and complete the Withholding Statement of the People’s Republic of China for Enterprise Income Tax. Our company may be
subject to filing obligations or taxed if our company is the transferor in such transactions, and may be subject to withholding obligations if our
company is the transferee in such transactions, under STA Announcement 37 and STA Public Notice 7. For transfer of shares in our company
by investors that are non-PRC resident enterprises, our PRC subsidiaries may be requested to assist in the filing under STA Public Notice 7. As
a result, we may be required to expend valuable resources to comply with STA Announcement 37 and STA Public Notice 7 or to request the
relevant transferors from whom we purchase taxable assets to comply with these circulars, or to establish that our company should not be taxed
under these circulars, which may have a material adverse effect on our financial condition and results of operations.
Under the EIT Law and its implementation rules, certain “high and new technology enterprises strongly supported by the state” that
independently own core intellectual property and meet statutory criteria are permitted to enjoy a reduced 15% enterprise income tax rate. On
January 29, 2016 the STA, the Ministry of Science and Technology and the MOF jointly issued the Administrative Rules for the Certification
of High and New Technology Enterprises specifying the criteria and procedures for the qualification and certification of the High and New
Technology Enterprises.
Under Circular 58 and Circular 12, from January 1, 2011 to December 31, 2020, the primary business of the enterprise is listed in the
one of industry items provided in the Catalogue of Encouraged Industries in Western Regions and annual primary business revenue of which
accounts for more than 70% of the total enterprise revenue, may pay enterprise income tax at the reduced tax rate of 15% subject to the
examination and confirmation of the competent tax authority. The STA promulgated the Announcement of the State Taxation Administration
on Enterprise Income Tax Issues concerning the Implementation of the Catalog of Encouraged Industries in the Western Region thereafter, and
from October 1, 2014, the payment of enterprise income tax at the reduced tax rate of 15% shall cease to apply to enterprises that have enjoyed
policies for preferential treatment of enterprise income tax under Circular 12 if their primary businesses no longer fall within the “encouraged”
category of Catalog of Encouraged Industries in the Western Region. Afterwards, the STA abolished the examination and confirmation
procedures of the competent tax authority for the preferential treatment under Circular 12. The MOF, the STA and the NDRC promulgated
Circular 23, from January 1, 2021 to December 31, 2030, the primary business of the enterprise is listed in the one of industry items provided
in the Catalogue of Encouraged Industries in Western Regions and primary business revenue of which accounts for more than 60% of the total
enterprise revenue, may pay enterprise income tax at the reduced tax rate of 15% subject to the examination and confirmation of the competent
tax authority. Circular 23 came into force from January 1, 2021 and Circular 58 shall cease to be implemented with effect from the same day.
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In order to encourage the development of the enterprises in software industry, the STA, the MOF, the NDRC and the MIIT issued the
Circular on Issues Concerning Preferential Policies on Enterprise Income Tax for Software and Integrated Circuit Industries on May 4, 2016
and the Announcement on Enterprise Income Tax Policies for Promoting High Quality Development of Integrated Circuit Industry and
Software Industry on December 11, 2020, which specifies the criteria and procedures for the qualification and certification of the Key Software
Enterprise. The Key Software Enterprises encouraged by the State are entitled to be exempted from enterprise income tax from the first to the
fifth year from the profit-making year and be subject to enterprise income tax at a reduced tax rate of 10% for subsequent years.
United States Federal Income Tax Considerations
The following discussion is a summary of U.S. federal income tax considerations generally applicable to the ownership and
disposition of our ADSs or Class A ordinary shares by a U.S. Holder (as defined below) and holds our ADSs as “capital assets” (generally,
property held for investment) under the U.S. Internal Revenue Code of 1986, as amended, or the Code. This discussion is based upon existing
U.S. federal tax law, which is subject to differing interpretations or change, possibly with retroactive effect. There can be no assurance that the
Internal Revenue Service, the IRS, or a court will not take a contrary position. This discussion, moreover, does not address the U.S. federal
estate, gift, Medicare tax on certain net investment income, and alternative minimum tax considerations, or any state, local and non-U.S. tax
considerations, relating to the ownership or disposition of our ADSs or Class A ordinary shares. The following summary does not address all
aspects of U.S. federal income taxation that may be important to particular investors in light of their individual circumstances or to persons in
special tax situations such as:
● banks and other financial institutions;
● insurance companies;
● pension plans;
● cooperatives;
● regulated investment companies;
● real estate investment trusts;
● broker-dealers;
● traders in securities that elect to use a mark-to-market method of accounting;
● certain former U.S. citizens or long-term residents;
● tax-exempt entities (including private foundations);
● persons liable for alternative minimum tax;
● holders who acquire their ADSs or Class A ordinary shares pursuant to any employee share option or otherwise as compensation;
● investors that will hold their ADSs or Class A ordinary shares as part of a straddle, hedge, conversion, constructive sale or other
integrated transaction for U.S. federal income tax purposes;
● investors that have a functional currency other than the U.S. dollar;
● persons that actually or constructively own 10% or more of our stock (by vote or value); or
● partnerships or other entities taxable as partnerships for U.S. federal income tax purposes, or persons holding common stock
through such entities.
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all of whom may be subject to tax rules that differ significantly from those discussed below.
Each U.S. Holder is urged to consult its tax advisor regarding the application of U.S. federal tax law to its particular circumstances,
and the state, local, non-U.S. and other tax considerations of the ownership and disposition of our ADSs or Class A ordinary shares.
General
For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our ADSs or Class A ordinary shares that is, for U.S. federal
income tax purposes:
● an individual who is a citizen or resident of the United States;
● a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created in, or organized under the law
of the United States or any state thereof or the District of Columbia;
● an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or
● a trust (A) the administration of which is subject to the primary supervision of a U.S. court and which has one or more U.S.
persons who have the authority to control all substantial decisions of the trust or (B) that has otherwise validly elected to be
treated as a U.S. person under the Code.
If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of our ADSs or
Class A ordinary shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities
of the partnership. Partnerships holding our ADSs or Class A ordinary shares and their partners are urged to consult their tax advisors regarding
an investment in our ADSs or Class A ordinary shares.
For U.S. federal income tax purposes, it is generally expected that a U.S. Holder of ADSs will be treated as the beneficial owner of the
underlying shares represented by the ADSs. The remainder of this discussion assumes that a U.S. Holder of our ADSs will be treated in this
manner. Accordingly, deposits or withdrawals of Class A ordinary shares for ADSs will generally not be subject to U.S. federal income tax.
Passive Foreign Investment Company Considerations
A non-U.S. corporation, such as our company, will be classified as a PFIC, for U.S. federal income tax purposes for any taxable year,
if either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more of the value of its
assets (generally determined on the basis of a quarterly average) during such year is attributable to assets that produce or are held for the
production of passive income. For this purpose, cash and assets readily convertible into cash are categorized as a passive asset and the
company’s goodwill and other unbooked intangibles are taken into account. Passive income generally includes, among other things, dividends,
interest, rents, royalties, and gains from the disposition of passive assets. We will be treated as owning a proportionate share of the assets and
earning a proportionate share of the income of any other corporation in which we own, directly or indirectly, 25% or more (by value) of the
stock.
Although the law in this regard is unclear, we treat our consolidated VIE and its subsidiaries as being owned by us for U.S. federal
income tax purposes because we control their management decisions and are entitled to substantially all of the economic benefits associated
with these entities. As a result, we consolidate their results of operations in our consolidated U.S. GAAP financial statements. If it were
determined, however, that we are not the owner of the consolidated VIE and its subsidiaries for U.S. federal income tax purposes, we would
likely be treated as a PFIC for the current taxable year and any subsequent taxable year.
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Assuming that we are the owner of the VIE for U.S. federal income tax purposes, and based upon our income and assets, and the
market value of our ADSs, we do not believe we were a PFIC for the taxable year ended December 31, 2022 and do not anticipate becoming a
PFIC in the current taxable year or in the foreseeable future. While we do not anticipate being or becoming a PFIC in the current or foreseeable
taxable years, no assurance can be given in this regard because the determination of whether we will be or become a PFIC is a factual
determination made annually that will depend, in part, upon the composition of our income and assets. Fluctuations in the market price of our
Class A ordinary shares and/or ADSs may cause us to be classified as a PFIC for the current or future taxable years because the value of our
assets for purposes of the asset test, including the value of our goodwill and other unbooked intangibles, may be determined by reference to the
market price of our Class A ordinary shares and/or ADSs from time to time (which may be volatile). If our market capitalization subsequently
declines, we may be or become classified as a PFIC for the current taxable year or future taxable years. Furthermore, the composition of our
income and assets may also be affected by how, and how quickly, we use our liquid assets. Under circumstances where our revenue from
activities that produce passive income significantly increase relative to our revenue from activities that produce non-passive income, or where
we determine not to deploy significant amounts of cash for active purposes, our risk of becoming classified as a PFIC may substantially
increase.
If we are classified as a PFIC for any year during which a U.S. Holder holds our ADSs or Class A ordinary shares, the PFIC
rules discussed below under “Passive Foreign Investment Company Rules” will generally apply to such U.S. Holder for such taxable year, and
unless the U.S. Holder makes certain elections, will apply in future years even if we cease to be a PFIC.
The discussion below under “Dividends” and “Sale or Other Disposition” is written on the basis that we will not be or become
classified as a PFIC for U.S. federal income tax purposes. The U.S. federal income tax rules that apply generally if we are treated as a PFIC are
discussed below under “Passive Foreign Investment Company Rules.”
Dividends
Any cash distributions (including the amount of any PRC tax withheld) paid on our ADSs or Class A ordinary shares out of our
current or accumulated earnings and profits, as determined under U.S. federal income tax principles, will generally be includible in the gross
income of a U.S. Holder as dividend income on the day actually or constructively received by the U.S. Holder, in the case of Class A ordinary
shares, or by the depositary, in the case of ADSs. Because we do not intend to determine our earnings and profits on the basis of U.S. federal
income tax principles, any distribution we pay will generally be treated as a “dividend” for U.S. federal income tax purposes. Dividends
received on our ADSs or Class A ordinary shares will not be eligible for the dividends received deduction allowed to corporations. A non-
corporate U.S. Holder will be subject to tax at the lower capital gain tax rate applicable to “qualified dividend income,” provided that certain
conditions are satisfied, including that (1) our ADSs are readily tradeable on an established securities market in the United States, or, in the
event that we are deemed to be a PRC resident enterprise under the PRC tax law, we are eligible for the benefit of the United States-PRC
income tax treaty (the “Treaty”), (2) we are neither a PFIC nor treated as such with respect to a U.S. Holder (as discussed below) for the taxable
year in which the dividend was paid and the preceding taxable year, and (3) certain holding period requirements are met. Our ADSs (but not
our ordinary share) are readily tradeable on an established securities market in the United States. There can be no assurance, however, that our
ADSs will be considered readily tradeable on an established securities market in later years.
In the event that we are deemed to be a PRC resident enterprise under the PRC Enterprise Income Tax Law (see “—People’s Republic
of China Taxation”), a U.S. Holder may be subject to PRC withholding taxes on dividends paid on our ADSs or Class A ordinary shares. We
may, however, be eligible for the benefits of the Treaty. If we are eligible for such benefits, dividends we pay on our Class A ordinary shares,
regardless of whether such shares are represented by the ADSs, would be eligible for the reduced rates of taxation described in the preceding
paragraph.
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Dividends will generally be treated as income from foreign sources for U.S. foreign tax credit purposes and will generally constitute
passive category income. Depending on the U.S. Holder’s individual facts and circumstances, a U.S. Holder may be eligible, subject to a
number of complex limitations, to claim a foreign tax credit in respect of any foreign withholding taxes imposed on dividends received on our
ADSs or Class A ordinary shares. A U.S. Holder who does not elect to claim a foreign tax credit for foreign tax withheld may instead claim a
deduction, for U.S. federal income tax purposes, in respect of such withholding, but only for a year in which such holder elects to do so for all
creditable foreign income taxes. The rules governing the foreign tax credit are complex and their outcome depends in large part on the U.S.
Holder’s individual facts and circumstances. Accordingly, U.S. Holders are urged to consult their tax advisors regarding the availability of the
foreign tax credit under their particular circumstances.
Sale or Other Disposition
A U.S. Holder will generally recognize capital gain or loss upon the sale or other disposition of ADSs or Class A ordinary shares in an
amount equal to the difference between the amount realized upon the disposition and the holder’s adjusted tax basis in such ADSs or Class A
ordinary shares. Any capital gain or loss will be long-term if the ADSs or Class A ordinary shares have been held for more than one year and
will generally be U.S.-source gain or loss for U.S. foreign tax credit purposes. Long-term capital gain of individuals and certain other non-
corporate U.S. Holders will generally be eligible for a reduced rate of taxation. The deductibility of a capital loss may be subject to limitations.
In the event that gain from the disposition of the ADSs or Class A ordinary shares is subject to tax in the PRC, such gain may be treated as PRC
source gain under the Treaty. Pursuant to recently issued U.S. Treasury Regulations, if a U.S. Holder is not eligible for the benefits of the
Treaty or does not elect to apply the Treaty, then such U.S. Holder may not be able to claim a foreign tax credit arising from any PRC tax
imposed on the disposition of the ADSs or Class A ordinary shares. The rules regarding foreign tax credits and deduction of foreign taxes are
complex. U.S. Holders are urged to consult their tax advisors regarding the tax consequences if a foreign tax is imposed on a disposition of our
ADSs or Class A ordinary shares, including the availability of the foreign tax credit or deduction under their particular circumstances, including
their eligibility for benefits under the Treaty and the potential impact of the recently issued U.S. Treasury Regulations.
Passive Foreign Investment Company Rules
If we are classified as a PFIC for any taxable year during which a U.S. Holder holds our ADSs or Class A ordinary shares, and unless
the U.S. Holder makes a mark-to-market election (as described below), the U.S. Holder will generally be subject to special tax rules on (i) any
excess distribution that we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder that is
greater than 125 percent of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder’s holding
period for the ADSs or Class A ordinary shares), and (ii) any gain realized on the sale or other disposition of ADSs or Class A ordinary shares.
Under the PFIC rules:
● the excess distribution or gain will be allocated ratably over the U.S. Holder’s holding period for the ADSs or Class A ordinary
shares;
● the amount allocated to the current taxable year and any taxable years in the U.S. Holder’s holding period prior to the first
taxable year in which we are classified as a PFIC (each, a “pre-PFIC year”), will be taxable as ordinary income;
● the amount allocated to each prior taxable year, other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect
for individuals or corporations, as appropriate, for that year; and
● the interest charge generally applicable to underpayments of tax will be imposed on the tax attributable to each prior taxable year,
other than a pre-PFIC year.
If we are a PFIC for any taxable year during which a U.S. Holder holds our ADSs or Class A ordinary shares and any of our
subsidiaries is also a PFIC, such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC
for purposes of the application of these rules. U.S. Holders are urged to consult their tax advisors regarding the application of the PFIC rules to
any of our subsidiaries.
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As an alternative to the foregoing rules, a U.S. Holder of “marketable stock” in a PFIC may make a mark-to-market election with
respect to such stock, provided that such stock is regularly traded on a national securities exchange that is registered with the SEC or on a
foreign exchange or market that the IRS determines is a qualified exchange that has rules sufficient to ensure that the market price represents a
legitimate and sound fair market value. For those purposes, our ADSs, but not our Class A ordinary shares, are listed on the NYSE, which is an
established securities exchange in the United States. Our Class A ordinary shares are listed on the Hong Kong Stock Exchange, which is
expected to meet the requirements of a qualified exchange or market for these purposes. We anticipate that our ADSs and Class A ordinary
shares should qualify as being regularly traded, but no assurances may be given in this regard. If a U.S. Holder makes this election, the holder
will generally (i) include as ordinary income for each taxable year that we are a PFIC the excess, if any, of the fair market value of ADSs or
Class A ordinary shares held at the end of the taxable year over the adjusted tax basis of such ADSs or Class A ordinary shares and (ii) deduct
as an ordinary loss the excess, if any, of the adjusted tax basis of the ADSs or Class A ordinary shares over the fair market value of such ADSs
or Class A ordinary shares held at the end of the taxable year, but such deduction will only be allowed to the extent of the amount previously
included in income as a result of the mark-to-market election. The U.S. Holder’s adjusted tax basis in the ADSs or Class A ordinary shares
would be adjusted to reflect any income or loss resulting from the mark-to-market election. If a U.S. Holder makes a mark-to-market election
in respect of a corporation classified as a PFIC and such corporation ceases to be classified as a PFIC, the holder will not be required to take
into account the gain or loss described above during any period that such corporation is not classified as a PFIC. If a U.S. Holder makes a
mark-to-market election, any gain such U.S. Holder recognizes upon the sale or other disposition of our ADSs or Class A ordinary shares in a
year when we are a PFIC will be treated as ordinary income and any loss will be treated as ordinary loss, but such loss will only be treated as
ordinary loss to the extent of the net amount previously included in income as a result of the mark-to-market election.
Because a mark-to-market election technically cannot be made for any lower-tier PFICs that we may own, a U.S. Holder may continue
to be subject to the PFIC rules with respect to such U.S. Holder’s indirect interest in any investments held by us that are treated as an equity
interest in a PFIC for U.S. federal income tax purposes.
We do not intend to provide information necessary for U.S. Holders to make qualified electing fund elections which, if available,
would result in tax treatment different from the general tax treatment for PFICs described above.
If a U.S. Holder owns our ADSs or Class A ordinary shares during any taxable year that we are a PFIC, the holder must generally file
an annual IRS Form 8621. You should consult your tax advisors regarding the U.S. federal income tax consequences of owning and disposing
of our ADSs or Class A ordinary shares if we are or become a PFIC.
F. Dividends and Paying Agents
Not applicable.
G. Statement by Experts
Not applicable.
H. Documents on Display
We are subject to the periodic reporting and other informational requirements of the Exchange Act. Under the Exchange Act, we are
required to file reports and other information with the SEC. Specifically, we are required to file annually a Form 20-F no later than four months
after the close of each fiscal year. Copies of reports and other information, when so filed, may be inspected without charge and may be obtained
at prescribed rates at the public reference facilities maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. The
public may obtain information regarding the Washington, D.C. Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also
maintains a web site at www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that
make electronic filings with the SEC using its EDGAR system. As a foreign private issuer, we are exempt from the rules under the Exchange
Act prescribing the furnishing and content of quarterly reports and proxy statements, and officers, directors and principal shareholders are
exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.
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We will furnish JPMorgan Chase Bank, N.A., the depositary of our ADSs, with our annual reports, which will include a review of
operations and annual audited consolidated financial statements prepared in conformity with U.S. GAAP, and all notices of shareholders’
meetings and other reports and communications that are made generally available to our shareholders. The depositary will make such notices,
reports and communications available to holders of ADSs and, upon our request, will mail to all record holders of ADSs the information
contained in any notice of a shareholders’ meeting received by the depositary from us.
I. Subsidiary Information
Not applicable.
J. Annual Report to Security Holders
We intend to submit the annual report provided to security holders in electronic format pursuant to the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited as an exhibit to a current report on Form 6-K.
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ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risks
Foreign Exchange Risk
Our revenues, expenses and assets and liabilities are mainly denominated in Renminbi. We do not believe that we currently have any
significant direct foreign exchange risk. To date, we have entered into some hedging transactions, such as foreign currency deposits, foreign
currency forward contract and options, to hedge exposure to such risk. Although our exposure to foreign exchange risks should be limited in
general, the value of your investment in our ADSs will be affected by the exchange rate between U.S. dollar and Renminbi because the value of
our business is effectively denominated in RMB, while our ADSs will be traded in U.S. dollars.
The conversion of Renminbi into foreign currencies, including U.S. dollars, is based on rates set by the People’s Bank of China. The
Renminbi has fluctuated against the U.S. dollar, at times significantly and unpredictably. It is difficult to predict how market forces or PRC or
U.S. government policy may impact the exchange rate between Renminbi and the U.S. dollar in the future.
To the extent that we need to convert U.S. dollars into Renminbi for our operations, appreciation of the Renminbi against the U.S.
dollar would have an adverse effect on the RMB amount we receive from the conversion. Conversely, if we decide to convert Renminbi into
U.S. dollars for the purpose of making payments for dividends on our ordinary shares or ADSs or for other business purposes, appreciation of
the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amounts available to us.
As of December 31, 2022, we had RMB6.6 billion 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 RMB597.5 million in
our cash and cash equivalents, restricted cash and short-term investment.
Interest Rate Risk
Our exposure to interest rate risk primarily relates to the interest income generated by excess cash, which is mostly held in interest-
bearing bank deposits. Investments in both fixed rate and floating rate interest earning instruments carry a degree of interest rate risk. Fixed rate
securities may have their fair market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less
income than expected if interest rates fall. Due in part to these factors, our future investment income may fall short of expectations due to
changes in interest rates, or we may suffer losses in principal if we have to sell securities which have declined in market value due to changes in
interest rates. Our exposure to interest rate risk also arises from our borrowings that have a floating rate of interest. The costs of floating rate
borrowings may be affected by the fluctuations in the interest rates. We have not been, and do not expect to be, exposed to material risks due to
changes in interest rates, and we have not used any derivative financial instruments to manage our interest risk exposure.
Commodity Price Risk
Our exposure to commodity price risk primarily relates to fuel prices in connection with our line-haul transportation. The price and
availability of fuel are subject to fluctuations due to changes in the level of global oil production, seasonality, weather, global politics and other
factors. Historically, we have not experienced significant pricing pressure in connection with fuel price fluctuation. In the event of significant
fuel price rise, our transportation expenses may rise and our gross profits may decrease if we are unable to adopt any effective cost control-
measures or pass on the incremental costs to our customers in the form of service surcharges.
Inflation Risk
Inflation in China has not materially impacted our results of operations. According to the National Bureau of Statistics of China, the
annual average percent changes in the consumer price index in mainland China for 2020, 2021 and 2022 were 2.5%, 0.9% and 2.0%,
respectively. The year-over-year percent change in the consumer price index for January 2021, 2022 and 2023 was a decrease of 0.3%, an
increase of 0.9% and an increase of 2.1%, respectively.Although we have not been materially affected by inflation in the past, we can provide
no assurance that we will not be affected in the future by higher rates of inflation in China.
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ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
A. Debt Securities
Not applicable.
B. Warrants and Rights
Not applicable.
C. Other Securities
Not applicable.
D. American Depositary Shares
Charges Our ADS Holders May Have to Pay
The depositary may charge each person to whom ADSs are issued, including, without limitation, issuances against deposits of shares,
issuances in respect of share distributions, rights and other distributions, issuances pursuant to a stock dividend or stock split declared by us or
issuances pursuant to a merger, exchange of securities or any other transaction or event affecting the ADSs or deposited securities, and each
person surrendering ADSs for withdrawal of deposited securities or whose ADRs are cancelled or reduced for any other reason, US$5.00 for
each 100 ADSs (or any portion thereof) issued, delivered, reduced, cancelled or surrendered, as the case may be. The depositary may sell (by
public or private sale) sufficient securities and property received in respect of a share distribution, rights and/or other distribution prior to such
deposit to pay such charge.
The following additional charges shall be incurred by the ADR holders, by any party depositing or withdrawing shares or by any party
surrendering ADSs and/or to whom ADSs are issued (including, without limitation, issuance pursuant to a stock dividend or stock split
declared by us or an exchange of stock regarding the ADSs or the deposited securities or a distribution of ADSs), whichever is applicable:
● a fee of US$1.50 per ADR or ADRs for transfers of certificated or direct registration ADRs;
● a fee of up to US$0.05 per ADS for any cash distribution made pursuant to the deposit agreement;
● a fee of up to US$0.05 per ADS per calendar year (or portion thereof) for services performed by the depositary in administering
the ADRs (which fee may be charged on a periodic basis during each calendar year and shall be assessed against holders of
ADRs as of the record date or record dates set by the depositary during each calendar year and shall be payable in the manner
described in the next succeeding provision);
● a fee for the reimbursement of such fees, charges and expenses as are incurred by the depositary and/or any of its agents
(including, without limitation, the custodian and expenses incurred on behalf of holders in connection with compliance with
foreign exchange control regulations or any law or regulation relating to foreign investment) in connection with the servicing of
the shares or other deposited securities, the sale of securities (including, without limitation, deposited securities), the delivery of
deposited securities or otherwise in connection with the depositary’s or its custodian’s compliance with applicable law, rule or
regulation (which fees and charges shall be assessed on a proportionate basis against holders as of the record date or dates set by
the depositary and shall be payable at the sole discretion of the depositary by billing such holders or by deducting such charge
from one or more cash dividends or other cash distributions);
● a fee for the distribution of securities (or the sale of securities in connection with a distribution), such fee being in an amount
equal to the US$0.05 per ADS issuance fee for the execution and delivery of ADSs which would have been charged as a result of
the deposit of such securities (treating all such securities as if they were shares) but which securities or the net cash proceeds
from the sale thereof are instead distributed by the depositary to those holders entitled thereto;
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● stock transfer or other taxes and other governmental charges;
● cable, telex and facsimile transmission and delivery charges incurred at your request in connection with the deposit or delivery of
shares, ADRs or deposited securities;
● transfer or registration fees for the registration of transfer of deposited securities on any applicable register in connection with the
deposit or withdrawal of deposited securities;
● in connection with the conversion of foreign currency into U.S. dollars, JPMorgan Chase Bank, N.A. shall deduct out of such
foreign currency the fees, expenses and other charges charged by it and/or its agent (which may be a division, branch or affiliate)
so appointed in connection with such conversion; and
● fees of any division, branch or affiliate of the depositary utilized by the depositary to direct, manage and/or execute any public
and/or private sale of securities under the deposit agreement.
JPMorgan Chase Bank, N.A. and/or its agent may act as principal for such conversion of foreign currency.
We will pay all other charges and expenses of the depositary and any agent of the depositary (except the custodian) pursuant to
agreements from time to time between us and the depositary. The charges described above may be amended from time to time by agreement
between us and the depositary.
Fees and Other Payments Made by the Depositary to Us
Our depositary anticipates to reimburse us for certain expenses we incur that are related to establishment and maintenance of the ADR
program upon such terms and conditions as we and the depositary may agree from time to time. The depositary may make available to us a set
amount or a portion of the depositary fees charged in respect of the ADR program or otherwise upon such terms and conditions as we and the
depositary may agree from time to time. For the year ended December 31, 2022, we received a reimbursement of US$6.3 million, after
deduction of applicable U.S. taxes, from the depositary.
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ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
PART II
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
See “Item 10. Additional Information—B. Memorandum and Articles of Association—Ordinary Shares” for a description of the rights
of securities holders, which remain unchanged.
Use of Proceeds
None.
ITEM 15. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our chief executive officer and our chief financial
officer, we carried out an evaluation of the effectiveness of our disclosure controls and procedures, which is defined in Rules 13a-15(e)of the
Exchange Act, as of December 31, 2022. Based upon that evaluation, our management, with the participation of our chief executive officer and
chief financial officer, has concluded that, as of December 31, 2022, our disclosure controls and procedures were effective in ensuring that the
information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the SEC’s rules and forms, and that the information required to be disclosed by us in the reports
that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and
chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act of 1934. Our internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in
accordance with U.S. GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
Our management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31,
2022. In making this assessment, it used the criteria established within the Internal Control—Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) (2013 framework). Based on this assessment, our management has concluded
that, as of December 31, 2022, our internal control over financial reporting was effective.
Deloitte Touche Tohmatsu Certified Public Accountants LLP, an independent registered public accounting firm, who audited our
consolidated financial statements for the year ended December 31, 2022, has also audited the effectiveness of internal control over financial
reporting as of December 31, 2022.
Attestation Report of the Registered Public Accounting Firm
The effectiveness of our internal control over financial reporting as of December 31, 2022 has been audited by Deloitte Touche
Tohmatsu Certified Public Accountants LLP, an independent registered public accounting firm. The attestation report issued by Deloitte Touche
Tohmatsu Certified Public Accountants LLP can be found on page F-4 of this annual report on Form 20-F.
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Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the period covered by this annual report on
Form 20-F that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 16.
ITEM 16A AUDIT COMMITTEE FINANCIAL EXPERT
Our board of directors has determined that Herman Yu, a member of our audit committee and independent director (under the
standards set forth in Section 303A of the Corporate Governance Rules of the NYSE and Rule 10A-3 under the Securities Exchange Act of
1934), is an audit committee financial expert.
ITEM 16B CODE OF ETHICS
Our board of directors adopted a code of business conduct and ethics that applies to our directors, officers and employees in
October 2016. We have posted a copy of our code of business conduct and ethics on our website at http://ir.zto.com.
ITEM 16C PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table sets forth the aggregate fees by categories specified below in connection with certain professional services
rendered by Deloitte Touche Tohmatsu Certified Public Accountants LLP, our principal external auditors, for the periods indicated. We did not
pay any other fees to our auditors during the periods indicated below.
For the Year Ended December 31,
2021
2022
Audit fees(1)
All other fees(2)
(in thousands of RMB)
16,012
—
18,840
944
(1) “Audit fees” means the aggregate fees billed for professional services rendered by our principal auditors for the audit of our annual
financial statements, the review of our comparative interim financial statements and the review of our financial statements for the six
months ended June 30, 2022 in connection with the issuance of convertible senior notes.
(2) “All other fees” means the aggregate fees billed in each of the fiscal years listed for professional services rendered by our principal
auditors other than services reported under “Audit fees.”
The policy of our audit committee is to pre-approve all audit and other service provided by Deloitte Touche Tohmatsu Certified Public
Accountants LLP as described above, other than those for de minimis services which are approved by the Audit Committee prior to the
completion of the audit.
ITEM 16D EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
None.
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ITEM 16E PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
On May 21, 2017, we announced a share repurchase program, pursuant to which we were authorized to repurchase our own Class A
ordinary shares, in the form of ADSs, with an aggregate value of up to US$300 million during the 12-month period thereafter. We had
purchased an aggregate of 15,625,375 ADSs for US$225.4 million on the open market under this program, at a weighted average price of
US$14.42 per ADS, including repurchase commissions.
On November 14, 2018, we announced a share repurchase program, pursuant to which we were authorized to repurchase our own
Class A ordinary shares, in the form of ADSs, with an aggregate value of up to US$500 million during an 18-month period thereafter. In March
2020, our board of directors approved the extension of this share repurchase program to June 30, 2021. On March 31, 2021, the board of
directors has approved changes to the share repurchase program, increasing the aggregate value of shares that may be repurchased from
US$500 million to US$1 billion and extending the effective time by two years through June 30, 2023. In November 2022, the board of
directors approved further changes to the share repurchase program, increasing the aggregate value of shares that may be repurchased from
US$1 billion to US$1.5 billion and extending the effective time by one year through June 30, 2024. As of December 31, 2022, we had
purchased an aggregate of 36,560,249 ADSs for US$921,486,069 million on the open market under this program, at a weighted average price
of US$25.20 per ADS, including repurchase commissions.
The following table sets forth some information about our repurchases during the periods presented.
Period
November 2018
December 2018
January 2019
May 2019
June 2019
August 2019
December 2020
January 2021
March 2021
April 2021
July 2021
August 2021
December 2022
Total
(a) Total
Number of ADSs
Purchased
(b) Average
Price Paid per
ADS (US$)
(c) Total Number
of ADS Purchased
as Part of Publicly
Announced Plans
or Programs
—
1,700,000
43,563
1,668,069
4,137,791
167,013
6,774,761
386,692
2,409,970
231,724
2,670,424
15,884,235
486,007
52,185,624
—
15.85
15.91
17.94
17.69
17.88
27.74
27.99
27.81
27.98
27.05
27.14
24.96
N/A
(d) Maximum Dollar
Value of ADSs that
May Yet be
Purchased Under the
Plans or Programs(1)
1,000,000,000
973,060,261
972,366,967
942,433,803
869,235,842
866,250,322
678,309,348
667,485,947
600,468,413
593,985,512
521,738,988
90,643,546
78,513,930
N/A
—
1,700,000
43,563
1,668,069
4,137,791
167,013
6,774,761
386,692
2,409,970
231,724
2,670,424
15,884,235
486,007
52,185,624
(1) Calculated based on the updated share repurchase program as approved by the board of directors on November 22, 2022.
ITEM 16F CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 16G CORPORATE GOVERNANCE
As a Cayman Islands company listed on the NYSE, we are subject to the NYSE corporate governance listing standards. However,
NYSE rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate
governance practices in the Cayman Islands, which is our home country, may differ significantly from the NYSE corporate governance listing
standards. Currently, we do not plan to rely on home country exemption for corporate governance matters. However, if we choose to follow
home country practice in the future, our shareholders may be afforded less protection than they otherwise would under the NYSE corporate
governance listing standards applicable to U.S. domestic issuers. See “Item 3. Key Information — D. Risk Factors — Risks Related to Our
Shares and ADSs — We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from
certain provisions applicable to United States domestic public companies.”
161
Table of Contents
ITEM 16H MINE SAFETY DISCLOSURE
Not applicable.
ITEM 16I DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
In May 2022, ZTO Express (Cayman) Inc. was conclusively listed by the SEC as a Commission-Identified Issuer under the HFCAA
following the filing of our annual report on Form 20-F for the fiscal year ended December 31, 2021. Our auditor, a registered public accounting
firm that the PCAOB was unable to inspect or investigate completely in 2021, issued the audit report for us for the fiscal year ended December
31, 2021. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China
and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. For this
reason, we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file this annual report on Form 20-F.
As of the date of this annual report, to our knowledge, (i) no governmental entities in the Cayman Islands or in China own shares of
ZTO Express (Cayman) Inc. or the VIE in China, (ii) the governmental entities in China do not have a controlling financial interest in ZTO
Express (Cayman) Inc. or the VIE, (iii) none of the members of the board of directors of ZTO Express (Cayman) Inc. or our operating entities,
including the VIE, is an official of the Chinese Communist Party, and (iv) none of the currently effective memorandum and articles of
association (or equivalent organizing document) of ZTO Express (Cayman) Inc. or the VIE contains any charter of the Chinese Communist
Party.
PART III
ITEM 17. FINANCIAL STATEMENTS
We have elected to provide financial statements pursuant to Item 18.
ITEM 18. FINANCIAL STATEMENTS
The consolidated financial statements of ZTO Express (Cayman) Inc. are included at the end of this annual report.
ITEM 19. EXHIBITS
Exhibit
Number
1.1
1.2*
2.1
2.2
2.3
2.4
2.5
2.6*
Description of Document
Third Amended and Restated Memorandum and Articles of Association of the Registrant effective June 2, 2021 (incorporated
herein by reference to Exhibit 3.1 to the Form 6-K furnished on June 2, 2021 (File No. 001-37922)
Fourth Amended and Restated Memorandum and Articles of Association of the Registrant adopted April 14, 2023 and effective
upon the Primary Conversion
Registrant’s Specimen American Depositary Receipt (included in Exhibit (a)(2)) (incorporated by reference to Exhibit (a)(2) of
post-effective amendment No. 1 to the registration statement on Form F-6 (File No. 333-214107), filed with the Commission
on October 28, 2022)
Registrant’s Specimen Certificate for Class A Ordinary Shares (incorporated herein by reference to Exhibit 4.2 to the Form F-
1/A filed on October 14, 2016 (File No.333-213882))
Deposit Agreement dated October 26, 2016 among the Registrant, the depositary and holder of the American Depositary
Receipt (incorporated herein by reference to Exhibit 4.3 to Form S-8 filed on January 12, 2018 (File No.333-222519))
Form of Amendment No. 1 to Deposit Agreement between the Registrant, the depositary and holders and beneficial owners of
the American Depositary Receipts issued thereunder (incorporated by reference to Exhibit (a)(2) of post-effective amendment
No. 1 to the registration statement on Form F-6 (File No. 333-214107), filed with the Commission on October 28, 2022)
Shareholders Agreement between the Registrant and other parties thereto dated August 18, 2015 (incorporated herein by
reference to Exhibit 4.4 to the Form F-1 filed on September 30, 2016 (File No.333-213882))
Description of securities
162
Table of Contents
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
4.18
8.1*
Amended and Restated 2016 Share Incentive Plan (incorporated herein by reference to Exhibit 4.1 of the Registrant’s Annual
Report on Form 20-F filed with the Securities and Exchange Commission on April 27, 2017)
Form of Indemnification Agreement between the Registrant and its directors and executive officers (incorporated herein by
reference to Exhibit 10.2 to the Form F-1 filed on September 30, 2016 (File No.333-213882))
Form of Employment Agreement between the Registrant and its executive officers (incorporated herein by reference to
Exhibit 10.3 to the Form F-1 filed on September 30, 2016 (File No.333-213882))
English translation of Exclusive Consulting and Services Agreement between Shanghai Zhongtongji Network and ZTO
Express dated August 18, 2015 (incorporated herein by reference to Exhibit 10.4 to the Form F-1 filed on September 30, 2016
(File No.333-213882))
English translation of Supplemental Agreement to the Exclusive Consulting and Services Agreement between Shanghai
Zhongtongji Network and ZTO Express dated August 10, 2020 (incorporated herein by reference to Exhibit 4.5 to the Form 20-
F filed on April 21, 2021 (File No. 001-37922))
English translation of Exclusive Call Option Agreement among Shanghai Zhongtongji Network, ZTO Express and the
shareholders of ZTO Express dated August 18, 2015 (incorporated herein by reference to Exhibit 10.5 to the Form F-1 filed on
September 30, 2016 (File No.333-213882))
English translation of Equity Pledge Agreement among Shanghai Zhongtongji Network, ZTO Express and the shareholders of
ZTO Express dated August 18, 2015 (incorporated herein by reference to Exhibit 10.6 to the Form F-1 filed on September 30
2016 (File No.333-213882))
English translation of Voting Rights Proxy Agreement among Shanghai Zhongtongji Network, ZTO Express and the
shareholders of ZTO Express dated August 18, 2015 (incorporated herein by reference to Exhibit 10.7 to the Form F-1 filed on
September 30 2016 (File No.333-213882))
English translation of Irrevocable Powers of Attorney granted by the shareholders of ZTO Express dated August 18, 2015
(incorporated herein by reference to Exhibit 10.8 to the Form F-1 filed on September 30, 2016 (File No.333-213882))
English translations of Spousal Consents granted by each of Lai Yufeng, Fu Aiyun, Chen Xinyu, Shen Litudan, Wu Yanfen and
Fan Feiqun (incorporated herein by reference to Exhibit 10.9 to the Form F-1 filed on September 30, 2016 (File No.333-
213882))
English translation of Road Transportation Agreement between ZTO Express and Tonglu Tongze dated December 22, 2014
(incorporated herein by reference to Exhibit 10.10 to the Form F-1 filed on September 30, 2016 (File No.333-213882))
English translation of form of Cooperation Agreement between ZTO Express and direct network partners of the Registrant
(incorporated herein by reference to Exhibit 10.11 to the Form F-1 filed on September 30, 2016 (File No.333-213882))
Share Purchase and Subscription Agreement by and among the Registrant Onyx Gem Investment Holdings Limited, Hillhouse
ZT Holdings Limited, Standard Chartered Private Equity (Mauritius) III Limited. Gopher China S.O. Project Limited and other
parties thereto dated May 21, 2015 (incorporated herein by reference to Exhibit 10.12 to the Form F-1 filed on September 30,
2016 (File No.333-213882))
Share Subscription Agreement by and between the Registrant and Zto Es Holding Limited dated June 28, 2016 (incorporated
herein by reference to Exhibit 10.13 to the Form F-1 filed on September 30, 2016 (File No.333-213882))
Share Purchase Agreement among ZTO Express (Cayman) Inc., Taobao China Holding Limited. Cainiao Smart Logistics
Investment Limited, New Retail Strategic Opportunities Investments 2 Limited and Rising Auspicious Limited dated May 29,
2018 (incorporated by reference to Exhibit 99.2 from Schedule 13D (file no. 005-89835) filed by Alibaba ZT Investment
Limited with the Securities and Exchange Commission on June 21, 2018)
Investor Rights Agreement among ZTO Express (Cayman) Inc., Alibaba ZT Investment Limited and Cainiao Smart Logistics
Investment Limited dated June 12, 2018 (incorporated by reference to Exhibit 99.4 from Schedule 13D (file no. 005-89835)
filed by Alibaba ZT Investment Limited with the Securities and Exchange Commission on June 21, 2018)
Registration Rights Agreement among ZTO Express (Cayman) Inc., Alibaba ZT Investment Limited and Cainiao Smart
Logistics Investment Limited, dated June 12, 2018 (incorporated by reference to Exhibit 99.5 from Schedule 13D (file no. 005-
89835) filed by Alibaba ZT Investment Limited with the Securities and Exchange Commission on June 21, 2018)
Registration Rights Agreement between ZTO Express (Cayman) Inc. and New Retail Strategic Opportunities Investments 2
Limited, dated June 28, 2018 (incorporated herein by reference to Exhibit 4.17 to the Form 20-F filed on April 16, 2019 (File
No. 001-37922))
Significant subsidiaries and consolidated affiliated entities of the Registrant
163
Table of Contents
11.1
12.1*
12.2*
13.1**
13.2**
15.1*
15.2*
101.1NS*
101.SCH*
101.CAL*
101.DEF*
101.LAB*
101.PRE*
104*
Code of Business Conduct and Ethics of the Registrant (incorporated herein by reference to Exhibit 99.1 to the Form F-1 filed
on September 30, 2016 (File No.333-213882))
CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Consent of Deloitte Touche Tohmatsu Certified Public Accountants LLP, an independent registered public accounting firm
Consent of Global Law Office
Inline XBRL Instance Document — the instance document does not appear in the Interactive Data File because its XBRL tags
are embedded within the Inline XBRL document
Inline XBRL Taxonomy Extension Scheme Document
Inline XBRL Taxonomy Extension Calculation Linkbase Document
Inline XBRL Taxonomy Extension Definition Linkbase Document
Inline XBRL Taxonomy Extension Label Linkbase Document
Inline XBRL Taxonomy Extension Presentation Linkbase Document
Cover Page Interactive Data File — the cover page XBRL tags are embedded within the Exhibit 101 Inline XBRL document
set
*
Filed with this Annual Report on Form 20-F.
** Furnished with this Annual Report on Form 20-F.
164
Table of Contents
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized
the undersigned to sign this annual report on its behalf.
SIGNATURES
ZTO Express (Cayman) Inc.
By:
/s/ Meisong Lai
Name: Meisong Lai
Title: Chairman of the Board of Directors and Chief Executive
Officer
Date: April 20, 2023
165
Table of Contents
ZTO EXPRESS (CAYMAN) INC.
INDEX TO FINANCIAL STATEMENTS
Reports of Independent Registered Public Accounting Firm (PCAOB ID:1113)
Consolidated Balance Sheets as of December 31, 2021 and 2022
Consolidated Statements of Comprehensive Income for the years ended December 31, 2020, 2021 and 2022
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2020, 2021 and 2022
Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2021 and 2022
Notes to the Consolidated Financial Statements
Financial Statements Schedule I—Financial Information of Parent Company
Page
F-2
F-6
F-7
F-8
F-11
F-13
F-50
F-1
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of ZTO Express (Cayman) Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of ZTO Express (Cayman) Inc. and subsidiaries (the “Company”) as of
December 31, 2022 and 2021, the related consolidated statements of comprehensive income, changes in shareholders’ equity, and cash flows
for each of the three years in the period ended December 31, 2022 and the related notes and the related financial statement schedule included in
Schedule I (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects,
the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of
America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated April 20, 2023
expressed an unqualified opinion on the Company’s internal control over financial reporting.
Convenience Translation
Our audits also comprehended the translation of Renminbi amounts into United States dollar amounts and, in our opinion, such translation has
been made in conformity with the basis stated in Note 2. Such United States dollar amounts are presented solely for the convenience of readers
outside the People’s Republic of China.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits
included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for
our opinion.
F-2
Table of Contents
Critical Audit Matter
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was
communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the
financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit
matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition — Refer to Note 2(t) to the financial statements
Critical Audit Matter Description
The Company generated 92.1% of its revenues from express delivery services in 2022. The revenues from express delivery services are
primarily driven by parcel volume and the network transit fee the Company charges network partners for each parcel going through the
Company’s network. The Company recognizes revenues from express delivery services over the delivery time and uses automated systems to
process and record its revenue transactions.
We identified accuracy of express delivery services revenue as a critical audit matter because there is an inherent industry risk around the
accuracy of revenue recorded by the Company’s systems given the complexity of the systems and the significant volume of data processed by
the systems.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to revenue recognition comprised the following control testing and analytical procedure, among others:
● With the assistance of our IT specialists and data specialists:
● We tested the IT environment in which the revenue pricing and settlement module resides, including interface controls between
different IT applications.
● We tested the key controls over the authorization of the rate changes and the input of such rates to the operation systems.
● We tested the key controls over the authorization of the weight and route changes and the input of such data to the operation systems.
● We tested the key controls over automated calculation of delivery service fee.
● We reconciled the revenue data recorded in operation systems to the general ledger.
● We reconciled the revenue data recorded in general ledger with cash received from network partners.
● We performed analytical procedure over the revenue generated from waybill sales by developing expected amount with parcel volume and
average price per parcel.
/s/ Deloitte Touche Tohmatsu Certified Public Accountants LLP
Shanghai, China
April 20, 2023
We have served as the Company’s auditor since 2015.
F-3
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of ZTO Express (Cayman) Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of ZTO Express (Cayman) Inc. and subsidiaries (the “Company”) as of December
31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013)
issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
consolidated financial statements as of and for the year ended December 31, 2022, of the Company and our report dated April 20, 2023
expressed an unqualified opinion on those financial statements and included explanatory paragraphs regarding the translation of Renminbi
amounts into United States dollar amounts for the convenience of readers outside the People’s Republic of China.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over
Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
F-4
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A
company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte Touche Tohmatsu Certified Public Accountants LLP
Shanghai, China
April 20, 2023
F-5
Table of Contents
ZTO EXPRESS (CAYMAN) INC.
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except for share and per share data)
ASSETS
Current assets
Cash and cash equivalents
Restricted cash
Accounts receivable, net
Financing receivables, net
Short-term investment
Inventories
Advances to suppliers
Prepayments and other current assets
Amounts due from related parties
Total current assets
Investments in equity investees
Property and equipment, net
Land use rights, net
Intangible assets, net
Operating lease right-of-use assets
Goodwill
Deferred tax assets
Long-term investment
Long-term financing receivables, net
Other non-current assets
Amounts due from related parties-non current
TOTAL ASSETS
LIABILITIES AND EQUITY
Current liabilities (including amounts of the consolidated VIE without recourse to ZTO Express (Cayman) Inc. See Note 2(b))
Short-term bank borrowings
Accounts payable
Notes payable
Advances from customers
Income tax payable
Amounts due to related parties
Operating lease liabilities, current
Acquisition consideration payable
Dividends payable
Other current liabilities
Total current liabilities
Non-current operating lease liabilities
Deferred tax liabilities
Convertible senior notes
TOTAL LIABILITIES
Commitments and contingencies (Note 18)
Shareholders’ equity
Ordinary shares ( US$0.0001 par value; 10,000,000,000 shares authorized; 826,943,309 shares issued and 808,448,289 shares
outstanding as of December 31, 2021; 826,943,309 shares issued and 809,247,109 shares outstanding as of December 31,
2022)
Additional paid-in capital
Treasury shares, at cost (11,683,474 and 11,671,525 shares as of December 31, 2021 and 2022, respectively)
Retained earnings
Accumulated other comprehensive loss
ZTO Express (Cayman) Inc. shareholders’ equity
Non-controlling interests
Total Equity
TOTAL LIABILITIES AND EQUITY
Notes
2021
RMB
As of December 31,
2022
RMB
3
17
8
4
5
9
6
7
13
17
11
17
6
10
6
13
12
15
9,721,225
27,736
933,444
1,111,461
2,845,319
82,961
667,855
3,142,368
133,990
18,666,359
3,730,448
24,929,897
5,335,549
35,634
897,238
4,241,541
934,848
1,214,500
1,412,956
762,273
611,100
62,772,343
3,458,717
1,957,529
174,920
1,226,549
86,789
22,786
250,995
22,942
708
5,794,380
12,996,315
556,091
292,356
—
13,844,762
535
28,229,026
(2,067,009)
22,716,799
(242,104)
48,637,247
290,334
48,927,581
62,772,343
11,692,773
895,483
818,968
951,349
5,753,483
40,537
861,573
3,146,378
314,483
24,475,027
3,950,544
28,813,204
5,442,951
29,437
808,506
4,241,541
750,097
7,322,545
1,295,755
816,839
577,140
78,523,586
5,394,423
2,202,692
200,000
1,374,691
228,422
49,138
229,718
—
1,497
6,724,743
16,405,324
510,349
346,472
6,788,971
24,051,116
535
26,717,727
(2,062,530)
29,459,491
(86,672)
54,028,551
443,919
54,472,470
78,523,586
US$
(Note 2)
1,695,293
129,833
118,739
137,933
834,177
5,877
124,916
456,182
45,596
3,548,546
572,775
4,177,522
789,154
4,268
117,222
614,966
108,754
1,061,669
187,867
118,431
83,677
11,384,851
782,118
319,360
28,997
199,311
33,118
7,124
33,306
—
217
974,999
2,378,550
73,994
50,234
984,308
3,487,086
77
3,873,706
(299,039)
4,271,225
(12,566)
7,833,403
64,362
7,897,765
11,384,851
The accompanying notes are an integral part of these consolidated financial statements.
F-6
Table of Contents
ZTO EXPRESS (CAYMAN) INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in thousands, except for share and per share data)
Revenues (including related party revenue of RMB49,358, RMB112,142 and RMB1,038,004 for the
years ended December 31, 2020, 2021 and 2022, respectively)
Cost of revenues (including related party cost of revenues of RMB576,081, RMB401,954 and
RMB797,256 for the years ended December 31, 2020, 2021 and 2022, respectively)
Gross profit
Operating (expenses)/income
Selling, general and administrative
Other operating income, net
Total operating expenses
Income from operations
Other income/(expenses)
Interest income
Interest expense
(Loss)/gain from fair value changes of financial instruments
Gain on disposal of equity investees and subsidiary and others
Impairment of investment in equity investees
Foreign currency exchange (loss)/gain
Income before income tax and share of loss in equity method investments
Income tax expense
Share of (loss)/gain in equity method investments
Net income
Net loss/(income) attributable to non-controlling interests
Net income attributable to ZTO Express (Cayman) Inc.
Net income attributable to ordinary shareholders
Net earnings per share attributable to ordinary shareholders
Basic
Diluted
Weighted average shares used in calculating net earnings per ordinary share
Basic
Diluted
Net income
Other comprehensive income/(loss), net of tax of nil
Foreign currency translation adjustment
Comprehensive income
Comprehensive loss/(income) attributable to non-controlling interests
Comprehensive income attributable to ZTO Express (Cayman) Inc.
Notes
2020
RMB
2021
RMB
2022
RMB
Year ended December 31,
US$
(Note 2)
25,214,290
30,405,839
35,376,996
5,129,182
(19,377,184)
5,837,106
(23,816,462)
6,589,377
(26,337,721)
9,039,275
(3,818,611)
1,310,571
(1,663,712)
580,973
(1,082,739)
4,754,367
442,697
(35,307)
(877)
1,086
—
(127,180)
5,034,786
(689,833)
(18,507)
4,326,446
(14,233)
4,312,213
4,312,213
(1,875,869)
789,503
(1,086,366)
5,503,011
363,890
(126,503)
52,909
2,357
—
(56,467)
5,739,197
(1,005,451)
(32,419)
4,701,327
53,500
4,754,827
4,754,827
(2,077,372)
774,578
(1,302,794)
7,736,481
503,722
(190,521)
46,246
69,598
(26,328)
147,254
8,286,452
(1,633,330)
5,844
6,658,966
150,090
6,809,056
6,809,056
(301,191)
112,303
(188,888)
1,121,683
73,033
(27,623)
6,705
10,091
(3,817)
21,350
1,201,422
(236,811)
847
965,458
21,761
987,219
987,219
5.42
5.42
5.80
5.80
8.41
8.36
1.22
1.21
796,097,532
796,147,504
4,326,446
819,961,265
819,961,265
4,701,327
809,442,862
820,273,531
6,658,966
809,442,862
820,273,531
965,458
(771,291)
3,555,155
(14,233)
3,540,922
(146,533)
4,554,794
53,500
4,608,294
155,432
6,814,398
150,090
6,964,488
22,536
987,994
21,761
1,009,755
13
16
The accompanying notes are an integral part of these consolidated financial statements.
F-7
Table of Contents
Balance at January 1,
2020
Net income
Foreign currency
translation
adjustments
Acquisition of non-
controlling interests of
subsidiaries
Share-based
compensation and
ordinary shares issued
for share-based
compensation
Repurchase of ordinary
ZTO EXPRESS (CAYMAN) INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Amounts in thousands, except for share and per share data)
ZTO Express (Cayman) Inc. Shareholders’ Equity
Additional
paid-in
capital
Treasury
shares, at
cost
Retained
earnings
Accumulated
other
comprehensive
income/(loss)
Total
Non-controlling
interests
Total Equity
RMB
RMB
RMB
RMB
RMB
RMB
RMB
Ordinary shares
Number
of outstanding
shares
RMB
781,947,464
—
517 22,336,594 (1,436,767) 16,726,540
— 4,312,213
—
—
675,720 38,302,604
4,312,213
—
100,793 38,403,397
4,326,446
14,233
—
—
—
—
—
(17,129)
—
—
—
(771,291)
(771,291)
—
(771,291)
—
—
(17,129)
(11,179)
(28,308)
1,947,269
—
177,916
86,238
shares
(6,774,761) —
— (1,228,341)
Capital contribution
from non-controlling
interest holders
Distribution of
dividends
Issuance of ordinary
shares
Balance at
—
—
—
807
— (1,648,037)
51,750,000
36
9,763,797
—
—
—
—
—
—
—
—
—
264,154
—
264,154
—
(1,228,341)
—
(1,228,341)
—
807
17,038
17,845
— (1,648,037)
— (1,648,037)
—
9,763,833
—
9,763,833
December 31, 2020
828,869,972
553 30,613,948 (2,578,870) 21,038,753
(95,571) 48,978,813
120,885 49,099,698
The accompanying notes are an integral part of these consolidated financial statements.
F-8
Table of Contents
ZTO EXPRESS (CAYMAN) INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Continued)
(Amounts in thousands, except for share and per share data)
ZTO Express (Cayman) Inc. Shareholders’ Equity
Additional
paid-in
capital
Treasury
shares, at
cost
Retained
earnings
Accumulated
other
comprehensive
loss
Total
Non-controlling
interests
Total Equity
RMB
RMB
RMB
RMB
RMB
RMB
RMB
Ordinary shares
Number
of outstanding
shares
RMB
Balance at
December 31, 2020
Net income
Foreign currency
translation
adjustments
Acquisition of non-
controlling interests of
subsidiaries
Share-based
compensation and
ordinary shares issued
for share-based
compensation
Repurchase of ordinary
828,869,972 553 30,613,948 (2,578,870) 21,038,753
— 4,754,827
— —
—
(95,571) 48,978,813
4,754,827
—
120,885 49,099,698
4,701,327
(53,500)
— —
—
—
—
(43,994)
—
—
—
(146,533)
(146,533)
—
(146,533)
—
—
(43,994)
(127,824)
(171,818)
1,161,362 —
229,052
49,496
(30,521)
—
248,027
—
248,027
shares
(21,583,045) —
— (3,810,586)
Non-controlling interest
recognized from
partial disposal
Capital contribution
from non-controlling
interest holders
Distribution of
dividends
Decrease of non-
controlling interests
from disposal of
subsidiaries
Cancellation of ordinary
shares
Balance at
— —
1,850
— —
—
—
— (1,345,157)
—
—
—
—
—
—
—
— (18)
(1,226,673)
4,272,951
(3,046,260)
—
—
—
—
—
—
(3,810,586)
—
(3,810,586)
—
1,850
11,083
12,933
—
—
380,301
380,301
— (1,345,157)
— (1,345,157)
—
—
—
—
(40,611)
(40,611)
—
—
December 31, 2021
808,448,289 535 28,229,026 (2,067,009) 22,716,799
(242,104) 48,637,247
290,334 48,927,581
The accompanying notes are an integral part of these consolidated financial statements.
F-9
Table of Contents
ZTO EXPRESS (CAYMAN) INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Continued)
(Amounts in thousands, except for share and per share data)
ZTO Express (Cayman) Inc. Shareholders’ Equity
Additional
paid-in
capital
Treasury
shares, at
cost
Retained
earnings
Accumulated
other
comprehensive
loss
Total
Non-controlling
interests
Total Equity
RMB
RMB
RMB
RMB
RMB
RMB
RMB
Ordinary shares
Number
of outstanding
shares
RMB
Balance at
December 31, 2021
Net income
Foreign currency
translation
adjustments
Acquisition of non-
controlling interests of
subsidiaries
Share-based
compensation and
ordinary shares issued
for share-based
compensation
Capped Call options in
connection with
issuance of
convertible senior
notes
Repurchase of ordinary
shares
Non-controlling interest
recognized from
partial disposal
Capital contribution
from non-controlling
interest holders
Distribution of
dividends
Removal of non-
controlling interests
due to disposal of
subsidiaries
Balance at
808,448,289 535 28,229,026 (2,067,009) 22,716,799
— 6,809,056
— —
—
(242,104) 48,637,247
6,809,056
—
290,334 48,927,581
6,658,966
(150,090)
— —
—
—
—
(5,060)
—
—
—
155,432
155,432
—
155,432
—
—
(5,060)
(34,069)
(39,129)
1,284,827 —
156,318
89,026
(66,364)
—
178,980
—
178,980
—
—
(373,139)
—
(486,007) —
—
(84,547)
— —
— —
—
—
—
— (1,289,418)
—
—
—
—
—
—
—
—
—
—
—
—
—
(373,139)
—
(373,139)
—
(84,547)
—
(84,547)
—
—
—
49,159
49,159
—
275,950
275,950
— (1,289,418)
— (1,289,418)
—
—
—
12,635
12,635
December 31, 2022
809,247,109 535 26,717,727 (2,062,530) 29,459,491
(86,672) 54,028,551
443,919 54,472,470
The accompanying notes are an integral part of these consolidated financial statements.
F-10
Table of Contents
ZTO EXPRESS (CAYMAN) INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands, except for share and per share data)
2020
RMB
Year ended December 31,
2021
RMB
RMB
2022
US$
(Note 2)
Operating activities
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
4,326,446
4,701,327
Share-based compensation
Depreciation and amortization
Loss on disposal of property and equipment
Allowance for doubtful accounts
Amortization of issuance cost of convertible senior notes
Deferred income tax
Gain on disposal of equity investees and subsidiary
Impairment of equity investees
Share of loss/(gain) in equity method investments
Loss/(gain) of fair value changes of financial instruments
Foreign currency exchange loss/(gain)
Changes in operating assets and liabilities:
Accounts receivable
Financing receivables
Inventories
Advances to suppliers
Prepayments and other current assets
Amounts due from related parties
Operating lease right-of-use assets
Long-term financing receivables
Other non-current assets
Accounts payable
Advances from customers
Amounts due to related parties
Income tax payable
Operating lease liabilities
Other current liabilities
Note payable
Other non-current liabilities
Net cash provided by operating activities
Cash flows from investing activities
Purchases of property and equipment
Purchases of land use rights
Investments in equity investees
Purchases of short-term investment
Maturity of short-term investment
Purchases of long-term investment
Maturity of long-term investment
Net cash received from disposal of equity investees
Net cash in (out) in relation to disposal of a subsidiary
Loan to related parties
Loan to employees
Repayments of loan to employees
Proceeds from disposal of property and equipment
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issuance of ordinary shares, net of issuance cost paid of RMB 69,498
Payment of issuance cost
Proceeds from disposal of equity interests in subsidiaries
Capital contribution from non-controlling interest shareholder
Proceeds from short-term borrowings
Repayment of short-term borrowings
Repurchase of ordinary shares
Payment of dividends
Acquisition of non-controlling interests of subsidiaries
Proceeds from issuance of convertible senior notes, net of issuance cost paid of RMB 120,099 and capped
call option of RMB 373,139
Net cash (used in)/ provided by financing activities
Effect of exchange rate changes on cash, cash equivalents and restricted cash
Net change in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of year
Cash, cash equivalents and restricted cash at end of year
F-11
264,154
1,840,462
9,369
30,281
—
(271,969)
(1,086)
—
18,507
877
127,180
(79,831)
22,019
(9,225)
(150,499)
(369,443)
(8,966)
25,697
(1,393,855)
28,694
160,630
(91,221)
(22,288)
(29,558)
(54,295)
669,546
—
(90,877)
4,950,749
(7,237,302)
(1,970,650)
(238,415)
(9,686,732)
17,010,363
(939,500)
—
6,311
—
(500,000)
(50,400)
—
56,984
(3,549,341)
9,771,782
—
3,368
14,477
2,302,929
(870,000)
(1,228,341)
(1,649,308)
(7,500)
—
8,337,407
(656,137)
9,082,678
5,277,414
14,360,092
248,027
2,221,768
32,129
36,348
—
(192,091)
(2,357)
—
32,419
(52,909)
56,467
(209,855)
(639,375)
(29,965)
(90,835)
(774,302)
(51,398)
(20,979)
507,353
(19,308)
354,478
113,800
6,131
53,731
58,211
881,402
—
—
7,220,217
(8,360,497)
(967,284)
(569,751)
(13,193,447)
14,054,096
(225,000)
845,110
200
(100,714)
(70,000)
(339,412)
51,887
118,279
(8,756,533)
—
(887)
12,933
380,301
6,944,722
(4,918,934)
(3,810,586)
(1,353,969)
(157,565)
—
(2,903,985)
(150,430)
(4,590,731)
14,360,092
9,769,361
6,658,966
178,980
2,670,546
41,517
134,436
12,634
244,616
(69,598)
26,328
(5,844)
(46,246)
(147,254)
(14,879)
127,521
28,958
(227,328)
59,313
(140,864)
88,732
114,277
37,382
528,299
148,142
26,352
135,884
(67,019)
690,457
245,000
—
11,479,308
(7,067,744)
(344,988)
(94,400)
(9,563,852)
6,713,982
(6,388,768)
284,000
100,000
230,799
—
(60,285)
36,416
112,950
(16,041,890)
—
(228)
26,217
275,950
7,669,943
(5,883,561)
(84,547)
(1,323,205)
(39,129)
6,416,762
7,058,202
338,106
2,833,726
9,769,361
12,603,087
965,458
25,950
387,193
6,019
19,491
1,832
35,466
(10,091)
3,817
(847)
(6,705)
(21,350)
(2,157)
18,489
4,199
(32,959)
8,599
(20,423)
12,865
16,569
5,420
76,596
21,479
3,821
19,701
(9,717)
100,106
35,522
—
1,664,343
(1,024,727)
(50,019)
(13,687)
(1,386,627)
973,436
(926,284)
41,176
14,499
33,463
—
(8,741)
5,280
16,376
(2,325,855)
—
(33)
3,801
40,009
1,112,037
(853,036)
(12,258)
(191,847)
(5,673)
930,343
1,023,343
49,021
410,852
1,416,424
1,827,276
Table of Contents
ZTO EXPRESS (CAYMAN) INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Amounts in thousands, except for share and per share data)
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial
position that sum to the total of the same such amounts shown in the statement of cash flows.
Cash and cash equivalents
Restricted cash
Restricted cash, non-current (1)
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows
14,212,778
133,196
14,118
14,360,092
9,721,225 11,692,773
895,483
14,831
9,769,361 12,603,087
27,736
20,400
Note (1): The non-current restricted cash is included in other non-current assets on the consolidated balance sheets.
2020
RMB
As of December 31,
2021
RMB
RMB
2022
US$
(Note 2)
1,695,293
129,833
2,150
1,827,276
Year ended December 31,
2020
RMB
2021
RMB
2022
RMB
US$
(Note 2)
Supplemental disclosure of cash flow information
Income taxes paid
Interest expense paid
Supplemental disclosure on non-cash information
991,360 1,139,981 1,252,830
177,457
126,813
34,617
Cash dividends declared in payables
Purchase of property and equipment included in payables
Purchase of property and equipment using prepayments recorded in other non-current assets
Purchase of land use rights using prepayments recorded in other non-current assets
Net off acquisition consideration payable with receivables from disposal of equity interests in subsidiaries
9,673
983,482
126,199
183,004
—
321
980,801
19,723
206,050
—
730
1,212,476
6,957
174,117
22,942
The accompanying notes are an integral part of these consolidated financial statements.
F-12
181,643
25,729
106
175,792
1,009
25,245
3,326
Table of Contents
ZTO EXPRESS (CAYMAN) INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(Amounts in thousands, except for share and per share data, unless otherwise stated)
1. Organization and Principal Activities
ZTO Express (Cayman) Inc. (“ZTO”) 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 “Company”) 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 consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States of America (“U.S. GAAP”).
(b) Principles of consolidation
The 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 Company evaluates the need to consolidate its VIE of which the Company is the primary beneficiary. In determining whether the
Company is the primary beneficiary, the Company considers if the Company (1) has power to direct the activities that most significantly affects
the economic performance of the VIE, and (2) The obligation to absorb losses of the VIE that could potentially be significant to the VIE or the
right to receive benefits from the VIE that could potentially be significant to the VIE. If deemed the primary beneficiary, the Company
consolidates the VIE.
Consolidation of Variable Interest Entity
Applicable PRC laws and regulations currently limit foreign ownership of companies that provide delivery services in the PRC. The
Company is deemed a foreign legal person under PRC laws and accordingly subsidiaries owned by the Company are ineligible to engage in
provisions of delivery services. To provide the Company effective control over its variable interest entity, ZTO Express Co., Ltd. (“ZTO
Express”) and receive substantially all of the economic benefits of ZTO Express, the Company’s wholly owned subsidiary, Shanghai
Zhongtongji Network Technology Ltd. (“WFOE”) entered into a series of contractual arrangements, described below, with ZTO Express and its
individual shareholders.
The agreements that provide the Company effective control over the VIE include:
Voting Rights Proxy Agreements & Irrevocable Powers of Attorney
Under which each shareholder of ZTO Express has executed a power of attorney to grant WFOE the power of attorney to act on his or
her behalf on all matters pertaining ZTO Express and to exercise all of his or her rights as a shareholder of ZTO Express, including but not
limited to convening, attending and voting at shareholders’ meetings, designating and appointing directors and senior management members.
The proxy agreements will remain in effect unless WFOE terminates the agreements by giving a prior written notice or giving its consent to the
termination by ZTO Express.
F-13
Table of Contents
ZTO EXPRESS (CAYMAN) INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(Amounts in thousands, except for share and per share data, unless otherwise stated)
2. Summary of Significant Accounting Policies (Continued)
(b) Principles of consolidation (continued)
Consolidation of Variable Interest Entity (Continued)
Exclusive Call Option Agreements
Under which the shareholders of ZTO Express granted WFOE or its designated representative(s) an irrevocable and exclusive option
to purchase their equity interests in ZTO Express when and to the extent permitted by PRC law. WFOE or its designated representative(s) has
sole discretion as to when to exercise such options, either in part or in full. Without WFOE’s written consent, the shareholders of ZTO Express
shall not transfer, donate, pledge, or otherwise dispose any equity interests of ZTO Express in any way. The acquisition price for the shares or
assets will be the minimum amount of consideration permitted under the PRC law at the time when the option is exercised. The agreements can
be early terminated by WFOE, but not by ZTO Express or its shareholders.
Equity Pledge Agreements
Under which the shareholders of ZTO Express pledged all of their equity interests in ZTO Express to WFOE as collateral to secure
their obligations under the VIE contractual arrangements. If the shareholders of ZTO Express or ZTO Express breach their respective
contractual obligations, WFOE, as pledgee, will be entitled to certain rights, including the right to dispose the pledged equity interests. Pursuant
to the agreements, the shareholders of ZTO Express shall not transfer, assign or otherwise create any new encumbrance on their respective
equity interest in ZTO Express without prior written consent of WFOE. The equity pledge agreements will remain effective until ZTO Express
and its shareholders have completed all of their obligations under the VIE contractual arrangements or discharged all of their obligations under
the contractual arrangements.
The agreement that transfers economic benefits to the Company is:
Exclusive Consulting and Services Agreement
Under which ZTO Express engages WFOE as its exclusive technical and operational consultant and under which WFOE agrees to
assist in business development and related services necessary to conduct ZTO Express’s operational activities. ZTO Express shall not seek or
accept similar services from other providers without the prior written approval of WFOE. ZTO Express agrees to pay WFOE an annual service
fee, at an amount equal to 100% of the net income of ZTO Express. The agreements will be effective as long as ZTO Express exists. WFOE
may terminate this agreement at any time by giving a prior written notice to ZTO Express.
Under the above agreements, the shareholders of ZTO Express irrevocably granted WFOE the power to exercise all voting rights to
which they were entitled. In addition, WFOE has the option to acquire all of the equity interests in ZTO Express, to the extent permitted by the
then-effective PRC laws and regulations, for nominal consideration. Finally, WFOE is entitled to receive service fees for services provided to
ZTO Express.
F-14
Table of Contents
ZTO EXPRESS (CAYMAN) INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(Amounts in thousands, except for share and per share data, unless otherwise stated)
2. Summary of Significant Accounting Policies (Continued)
(b) Principles of consolidation (continued)
Consolidation of Variable Interest Entity (Continued)
The Call Option Agreements and Voting Rights Proxy Agreements provide the Company with effective control over the VIE, while
the Equity Interest Pledge Agreements secure the obligations of the shareholders of ZTO Express under the relevant agreements. Because the
Company, through WFOE, has (i) the power to direct the activities of ZTO Express that most significantly affect the entity’s economic
performance and (ii) the right to receive substantially all of the benefits from ZTO Express, the Company is deemed the primary beneficiary of
ZTO Express. Accordingly, the Company consolidates the ZTO Express’s financial results of operations, assets and liabilities in the Company’s
consolidated financial statements.
The Company believes that the contractual arrangements with the VIE are in compliance with the PRC law and are legally
enforceable. However, the contractual arrangements are subject to risks and uncertainties, including:
● revoking the business licenses and/or operating licenses of such entities;
● discontinuing or placing restrictions or onerous conditions on the Company’s operation through any transactions between the
Company’s PRC subsidiaries and consolidated affiliated entities;
● imposing fines, confiscating the income from PRC subsidiaries or consolidated affiliated entities, or imposing other requirements
with which such entities may not be able to comply;
● requiring the Company to restructure its ownership structure or operations, including terminating the contractual arrangements
with its variable interest entity and deregistering the equity pledges of its variable interest entity, which in turn would affect the
Company’s ability to consolidate, derive economic interests from, or exert effective control over its variable interest entity, or
● restricting or prohibiting the Company’s use of the proceeds from its securities offerings to finance its business and operations in
China.
F-15
Table of Contents
ZTO EXPRESS (CAYMAN) INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(Amounts in thousands, except for share and per share data, unless otherwise stated)
2. Summary of Significant Accounting Policies (Continued)
(b) Principles of consolidation (continued)
Consolidation of Variable Interest Entity (Continued)
The amounts and balances of ZTO Express and its subsidiaries (the “VIE”) after the elimination of intercompany balances and
transactions within the VIE are presented in the following table:
Assets
Current assets:
Cash and cash equivalents
Accounts receivable, net
Financing receivables, net
Short-term investment
Inventories
Advances to suppliers
Prepayments and other current assets
Amounts due from related parties (1)
Total current assets
Investments in equity investees
Property and equipment, net
Land use rights, net
Operating lease right-of-use assets
Goodwill
Deferred tax assets
Long-term investment
Long-term financing receivables, net
Other non-current assets
TOTAL ASSETS
Liabilities
Current liabilities:
Short-term bank borrowings
Accounts payable
Notes payable
Advances from customers
Income tax payable
Amounts due to related parties
Operating lease liabilities, current
Other current liabilities
Total current liabilities
Non-current operating lease liabilities
Deferred tax liabilities
TOTAL LIABILITIES
As of December 31,
2021
RMB
2022
RMB
930,942
671,277
977,920
320,000
30,214
55,013
1,924,196
440,190
5,349,752
300,380
5,866,534
1,194,308
870,831
4,157,111
650,709
—
1,117,003
384,630
19,891,258
2,821,457
1,556,649
129,920
1,213,797
—
14,434
238,973
2,555,280
8,530,510
533,740
112,543
9,176,793
2,752,475
621,395
847,054
270,345
28,151
51,550
1,197,862
6,580,240
12,349,072
343,692
5,916,022
1,217,531
706,810
4,157,111
436,558
699,885
1,128,807
382,449
27,337,937
5,394,423
1,607,764
—
1,355,910
165,973
39,770
216,799
4,908,777
13,689,416
422,629
92,344
14,204,389
(1) Included amounts due from other consolidated subsidiaries of RMB402,488 and RMB6,554,502 as of December 31, 2021 and 2022,
respectively.
F-16
Table of Contents
ZTO EXPRESS (CAYMAN) INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(Amounts in thousands, except for share and per share data, unless otherwise stated)
2. Summary of Significant Accounting Policies (Continued)
(b) Principles of consolidation (continued)
Consolidation of Variable Interest Entity (Continued)
Total revenue
Net income (1)
Net cash provided by (used in) operating activities (2)
Net cash used in investing activities
Net cash provided by financing activities
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents and restricted cash at beginning of year
Cash and cash equivalents and restricted cash at end of year
2020
RMB
23,734,103
478,168
(537,756)
(647,170)
1,432,929
248,003
528,722
776,725
Year ended December 31,
2021
RMB
29,721,135
1,237,524
976,290
(877,285)
55,212
154,217
776,725
930,942
2022
RMB
31,981,790
2,453,641
805,413
(1,521,688)
2,537,808
1,821,533
930,942
2,752,475
(1) Included inter-company transportation fees, service fees and rental fees charged by other consolidated subsidiaries of RMB11,519,214,
RMB14,967,293 and RMB14,587,084 for the years ended December 31, 2020, 2021 and 2022, respectively.
(2) Included inter-company operating cash outflow of RMB11,646,387, RMB15,973,616 and RMB20,739,098 to other consolidated
subsidiaries for the years ended December 31, 2020, 2021 and 2022, respectively.
After all eliminations of intercompany transactions with other consolidated subsidiaries, the VIE contributed 94.1%, 97.7% and 90.4%
of the Company’s consolidated revenues for the years ended December 31, 2020, 2021 and 2022, respectively. As of December 31, 2021 and
2022, the VIE accounted for an aggregate of 31.0% and 26.5%, respectively, of the consolidated assets, and 66.3% and 59.1%, respectively, of
the consolidated liabilities.
There are no terms in any arrangements, considering both explicit arrangements and implicit variable interests that require the
Company to provide financial support to the VIE. However, if the VIE was ever to need financial support, the Company may, at its option and
subject to statutory limits and restrictions, provide financial support to its VIE through loans to the shareholders of the VIE or entrustment
loans to the VIE.
The Company believes that there are no assets held in the consolidated VIE that can be used only to settle obligations of the VIE,
except for paid-in capital, additional paid-in capital and 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 Company 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 paid-
in capital, additional paid-in capital and statutory reserves, to the Company in the form of loans and advances or cash dividends. Please refer to
Note 22 for disclosure of restricted net assets.
F-17
Table of Contents
ZTO EXPRESS (CAYMAN) INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(Amounts in thousands, except for share and per share data, unless otherwise stated)
2. Summary of Significant Accounting Policies (Continued)
(b) Principles of consolidation (continued)
Non-consolidated Variable Interest Entity
Tonglu Tongze Logistics Ltd. and its subsidiaries (“Tonglu”), established in 2013, are transportation service companies providing line-
haul transportation services to the Company. Tonglu is majority owned by the employees of the Company who are considered as related parties
to the Company. The variable interests in Tonglu held by the Company are in the form of a waiver of management fees. The Company has
concluded that it is not the primary beneficiary of Tonglu as it does not have the obligation to absorb losses of Tonglu or the right to receive
benefits from Tonglu, that could potentially be significant to Tonglu.
Transactions and balances relating to the transportation services are disclosed in Note 17 (a) and (b). The Company has been gradually
reducing its purchase of Tonglu’s services as it increases the use of self-owned trucks to enhance transportation efficiency.
(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 Company bases its estimates on historical experience and other
relevant factors. Actual results may differ from those estimates.
(d) Foreign currency translation
The Company’s reporting currency is Renminbi (“RMB”). The functional currency of the Company and subsidiaries incorporated
outside the mainland China is the United States dollar (“US dollar” or “US$”) or Hong Kong dollar (“HKD”). The functional currency of all
the other subsidiaries and the VIE is RMB.
Transactions denominated in currencies other than functional currency are translated into functional currency at the exchange rates
quoted by authoritative banks prevailing at the dates of the transactions. Foreign currency denominated financial assets and liabilities are re-
measured at the balance sheet date exchange rate. Exchange gains and losses resulting from those foreign currency transactions denominated in
a currency other than the functional currency are recorded in the Consolidated Statements of Operations and Comprehensive Income. The
financial statements of the Company are translated from the functional currency into RMB. Assets and liabilities denominated in foreign
currencies are translated into RMB using the applicable exchange rates at the balance sheet date. Equity accounts other than earnings generated
in current period are translated into RMB at the appropriate historical rates. Revenues, expenses, gains and losses are translated into RMB at
the average rates of exchange for the year. The resulting foreign currency translation adjustments are recorded in accumulated other
comprehensive income as a component of shareholders’ equity.
(e) Convenience translation
The Company’s business is primarily conducted in the PRC and almost all of the Company’s revenues are denominated in RMB.
However, periodic reports made to shareholders will include current period amounts translated into US dollars using the then current exchange
rates, solely for the convenience of the readers outside the PRC. Translations of balances in the consolidated balance sheets, consolidated
statements of comprehensive income and consolidated statements of cash flows from RMB into US dollars as of and for the year ended
December 31, 2022 were calculated at the rate of US$1.00=RMB6.8972, representing the noon buying rate set forth in the H.10 statistical
release of the U.S. Federal Reserve Board on December 30, 2022. No representation was made that the RMB amounts could have been, or
could be, converted, realized or settled into US$ at that rate on December 31, 2022, or at any other rate.
F-18
Table of Contents
ZTO EXPRESS (CAYMAN) INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(Amounts in thousands, except for share and per share data, unless otherwise stated)
2. Summary of Significant Accounting Policies (Continued)
(f) Cash and cash equivalents
Cash and cash equivalents consist of cash on hand and highly liquid investments which are unrestricted as to withdrawal or use, and
which have maturities of three months or less when purchased.
(g) Restricted cash
Restricted cash represents secured deposits held in designated bank accounts for issuance of bank acceptance notes, settlement of
derivatives and commencement of construction.
(h) Accounts receivable, net
Accounts receivable mainly consists of amount due from the Company’s customers, which is recorded net of allowance for credit
losses.
(i) Short-term and long-term investment
Short-term investment primarily comprises of interest rate swaps, dual currency notes/deposits (“DCN/DCD”), time deposits with
maturities between three months and one year, and investments in wealth management products with variable interest rates. Long-term
investment comprises of time deposits and investments in wealth management products with maturities more than one year.
DCN/DCD and interest rate swaps purchased by the Company to earn interest and manage foreign currency risks are structured
products offered by financial institutions with original maturities less than one year and written foreign exchange options embedded.
The Company classifies its investments as held-to-maturity securities when the Company expects to receive all the principles and has
the positive intent and ability to hold them to maturity. The Company records all other investments at fair value. The fair values of the
investments are measured based on market-based redemption prices which are level 2 inputs provided by the selling banks. Changes in fair
value of the investments are recorded as gain or loss from fair value changes of financial instruments in the consolidated statements of
comprehensive income.
RMB904,000 and RMB900,000 of short-term and long-term investments were used as collaterals to issue bank acceptance draft as of
December 31, 2021 and 2022, respectively.
F-19
Table of Contents
ZTO EXPRESS (CAYMAN) INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(Amounts in thousands, except for share and per share data, unless otherwise stated)
2. Summary of Significant Accounting Policies (Continued)
(i) Short-term and long-term investment (Continued)
The Company utilized a forward-looking CECL model to assess the credit loss of financial instruments measured at amortized cost.
Based upon the Company’s assessment of various factors, including historical experience, credit quality of the related financial institutions, and
other factors that may affect its ability to collect the short-term investment, the Company determined there were no credit losses for the years
ended December 31, 2020, 2021 and 2022.
The Company recorded interest income from the held-to maturity investments of RMB329,812, RMB212,713 and RMB209,061 , and
fair value changes from investments carried at fair value of RMB2,948 (loss), RMB40,076 (gain) and RMB 70,437 (gain) in the consolidated
statements of comprehensive income for the years ended December 31, 2020, 2021, and 2022, respectively.
(j) Foreign exchange options and forward contracts
The Company entered into certain foreign exchange options and forward contracts in 2021 and 2022 to protect against volatility of
future cash flows caused by the changes in foreign exchange rates. The foreign exchange options and forward contracts are accounted for as
derivatives and measured at fair value at each period end. The fair values of foreign exchange options and forward contracts are measured
based on market-based redemption prices which are level 2 inputs provided by the bank that sells such foreign exchange options and forward
contracts. The changes in fair value are recognized as gain or loss in the consolidated statements of comprehensive income.
Depending on the terms of the specific derivative instruments and market conditions, the Company’s derivative instruments may be
reflected as assets or liabilities at any particular point in time and recorded within prepayments and other current assets or other current
liabilities on the consolidated balance sheets.
The Company recorded a net gain of RMB12,833 and a net loss of RMB24,191 from fair value changes related to foreign exchange
options and forward contracts in the consolidated statements of comprehensive income for the year ended December 31, 2021 and 2022,
respectively.
(k) Fair value
Fair value is considered to be the price that would be received from selling an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities
required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact
and considers assumptions that market participants would use when pricing the asset or liability.
Authoritative literature provides a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value
into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of
input that is significant to the fair value measurement as follows:
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
F-20
Table of Contents
ZTO EXPRESS (CAYMAN) INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(Amounts in thousands, except for share and per share data, unless otherwise stated)
2. Summary of Significant Accounting Policies (Continued)
(k) Fair value (Continued)
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable
for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in
markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are
observable or can be derived principally from, or corroborated by, observable market data.
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the
measurement of the fair value of the assets or liabilities.
The short-term financial instruments, which consist of cash and cash equivalents, restricted cash, accounts receivable, financing
receivable, time deposits and wealth management products recorded in short-term investments, amounts due from related parties, other current
assets, accounts payable, amounts due to related parties, short-term bank borrowings, notes payable and other current liabilities, except for the
derivative instruments measured at fair value and presented in the following table, are recorded at costs less credit loss allowance when
applicable, which approximate their fair values due to the short-term nature of these financial instruments. The carrying values of non-current
restricted cash, long-term financing receivables and long-term investment approximate their fair values as their interest rates are comparable to
the prevailing interest rates in the market.
The Company measures at fair value its financial assets and liabilities by using a fair value hierarchy that prioritizes the inputs to
valuation techniques used to measure fair value.
As of December 31, 2021 and 2022, wealth management products, DCN/DCD, interest rate swap and derivative instruments are
measured and recorded at fair value initially and on a recurring basis in periods subsequent to their initial recognition and are as follows:
Significant Other Observable Inputs (Level 2)
Short-term investments
DCN/DCD and interest rate swap
Wealth management products
Long-term investments
Wealth management products
Derivative assets recorded within prepayments and other current assets
Foreign exchange forward contracts
Derivative liabilities recorded within other current liabilities
Foreign exchange option contracts
Foreign exchange forward contracts
F-21
As of December 31,
2021
RMB
69,160
—
—
242
—
—
2022
RMB
835,896
4,077,716
1,653,276
—
31,155
1,754
Table of Contents
ZTO EXPRESS (CAYMAN) INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(Amounts in thousands, except for share and per share data, unless otherwise stated)
2. Summary of Significant Accounting Policies (Continued)
(k) Fair value (Continued)
The Company measures an equity method investment at fair value on a nonrecurring basis when it is deemed to be impaired. The fair
value of the investment is determined based on valuation techniques using the best information available, which may include future
performance projections, discount rate and other assumptions that are significant to the measurements of fair value. An impairment charge to
the investment is recorded when the carrying amount of the investment exceeds its fair value and this condition is determined to be other-than-
temporary.The impairment of equity method investments was nil, nil and RMB4,559 during the years ended December 31, 2020, 2021 and
2022, respectively.
The carrying values of the Company’s equity investments without readily determinable fair values are measured at cost, less any
impairment, plus and minus changes resulting from observable price changes in orderly transactions for identical or similar investments. The
Company recognized impairment losses of nil, nil and RMB21,769 related to equity investments without readily determinable fair values for
the years ended December 31, 2020, 2021 and 2022, respectively (Note 8).
Certain non-financial assets are measured at fair value on a nonrecurring basis, including property, plant, and equipment, right-of-use
assets, goodwill and intangible assets and they are recorded at fair value only when impairment is recognized by applying unobservable inputs
such as forecasted financial performance, discount rate, and other significant assumptions to the discounted cash flow valuation methodology.
(l) Financing receivables, net
The Company provides financial services to its network partners with credit terms generally ranging from three months to three years.
The balances reported in the consolidated balance sheets were at the outstanding principal amount less allowance of credit losses. The accrued
interest receivables are also included in financing receivables as of the balance sheet date. The Company developed a forward looking CECL
model based on the conditions of collaterals and guarantees for financing receivables, historical experiences, credit quality of the borrowers,
current economic conditions and the borrowers’ operating results, forecasts of future economic conditions, and other factors that may affect its
ability to collect from the borrowers. RMB 26,177 and RMB 58,768 of allowance of credit losses relating to short-term financing receivables,
and RMB 37,416 and RMB 40,340 relating to long-term financing receivables were recorded as of December 31, 2021 and 2022, respectively.
The expected credit loss recognized for financing receivables was RMB20,635, RMB19,703 and RMB35,515 for the years ended December
31, 2020, 2021 and 2022, respectively. Interest income generated from the financing receivables was recorded as revenue in the amounts of
RMB125,963, RMB183,709, and RMB168,395 for the years ended December 31, 2020, 2021 and 2022, respectively.
(m) Property and equipment, net
Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the
following estimated useful lives:
Leasehold improvements
Furniture, office and electric equipment
Machinery and equipment
Vehicles
Buildings
Lesser of lease term or estimated useful life of 3 years
3 to 5 years
10 years
5-10 years
20 years
F-22
Table of Contents
ZTO EXPRESS (CAYMAN) INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(Amounts in thousands, except for share and per share data, unless otherwise stated)
2. Summary of Significant Accounting Policies (Continued)
(n) Intangible assets
Intangible assets include customer relationship acquired in a business combination which are recognized initially at fair value at the
date of acquisition and are carried at cost less accumulated amortization. Amortization of customer relationship is computed using the straight-
line method over 10 years. The useful life of customer relationship was estimated to be 10 years based on the nature of the customer base and
average attrition rate.
(o) Investments in equity investees
Investments in equity investees of the Company are comprised of investments in privately-held companies. The Company uses the
equity method to account for an equity investment over which it has significant influence but does not own a majority equity interest or
otherwise control. The Company records equity method adjustments in share of profits and losses. Equity method adjustments include the
Company’s proportionate share of investee income or loss, impairments, and other adjustments required by the equity method. Dividends
received are recorded as a reduction of carrying amount of the investment. Cumulative distributions that do not exceed the Company’s
cumulative equity in earnings of the investee are considered as a return on investment and classified as cash inflows from operating activities.
Cumulative distributions in excess of the Company’s cumulative equity in the investee’s earnings are considered as a return of investment and
classified as cash inflows from investing activities. The Company continually reviews equity method investments to determine whether a
decline in fair value to below the carrying value is other-than-temporary. The primary factors the Company considers in determination are the
duration and severity of the decline in fair value; the financial condition, operating performance and the prospects of the equity investee; and
other company specific information such as recent rounds of financing. If the decline in fair value is deemed to be other-than-temporary, the
carrying value of the equity investment is written down to fair value.
The Company’s equity investments without readily determinable fair values, which do not qualify for net asset value (“NAV”)
practical expedient and over which the Company does not have the ability to exercise significant influence through the investments in common
stock or in substance common stock, are accounted for under the measurement alternative in accordance with Accounting Standards Update
(“ASU”) 2016-01 “Recognition and Measurement of Financial Assets and Liabilities” (the “Measurement Alternative”). Under the
Measurement Alternative, the carrying value is measured at cost, less any impairment, plus and minus changes resulting from observable price
changes in orderly transactions for identical or similar investments.
(p) Impairment of long-lived assets
The Company evaluates the recoverability of long-lived assets with determinable useful lives whenever events or changes in
circumstances indicate that an asset’s carrying amount may not be recoverable. Impairment exists when the sum of the expected future net cash
flows is less than the carrying value of the asset being evaluated. Impairment loss is calculated as the amount by which the carrying value of the
asset exceeds its fair value. Fair value is estimated based on various valuation techniques and significant assumptions such as future cash flows
over the life of the asset being evaluated. These assumptions require significant judgment and may differ from actual results. No impairment
charge was recognized for the years ended December 31, 2020, 2021 and 2022.
F-23
Table of Contents
ZTO EXPRESS (CAYMAN) INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(Amounts in thousands, except for share and per share data, unless otherwise stated)
2. Summary of Significant Accounting Policies (Continued)
(q) Goodwill
Goodwill is recognized for the excess of the purchase price over the fair value of net assets of business acquired. Several factors give
rise to goodwill in the Company’s acquisitions, such as the expected benefit from synergies of the combination and the existing workforce of
the acquired businesses. Unless circumstances otherwise indicate, goodwill is reviewed annually at December 31 for impairment. In evaluation
of goodwill impairment, the Company performs a qualitative assessment to determine if it is more likely than not that the fair value of a
reporting unit is less than its carrying amount. Based on the qualitative assessment, if it is more likely than not that the fair value is less than the
carrying amount, the Company performs a quantitative assessment to identify goodwill impairment and measure the amount of a goodwill
impairment loss to be recognized. The impairment test is performed as of year-end or if events or circumstances changes indicate that it is more
likely than not that goodwill is impaired .
The Company had two reporting units, the express delivery business and the freight forwarding business, for purposes of allocating
and testing goodwill for the years ended December 31, 2020, 2021 and 2022. The Company conducted qualitative assessment to determine
whether it is necessary to perform a quantitative goodwill impairment test. In assessing the qualitative factors, the Company considered the
impact of key factors such as changes in the general economic conditions including the impact of COVID-19, changes in industry and
competitive environment, stock price, actual revenue performance compared to previous years, and cash flow projection. Based on the results
of the qualitative assessment completed as of December 31, 2020, 2021 and 2022,the Company determined it was not more likely than not that
the fair value of each reporting unit was less than its carrying amount. Therefore, no quantitative assessment was performed and no impairment
charge was recognized for the years ended December 31, 2020, 2021 and 2022.
(r) Share-based compensation
The Company grants share options, ordinary share units and restricted share units to eligible employees, management and directors
and accounts for these share-based awards in accordance with ASC 718 Compensation—Stock Compensation.
Employees’ share-based awards are measured at the grant date fair value of the awards and recognized as expenses a) immediately at
grant date if no vesting conditions are required; or b) over the requisite service period, which is the vesting period, net of forfeitures. The
Company elects to recognize forfeitures when they occur. When there is a modification of the terms and conditions of an award, the Company
measures the pre-modification and post-modification fair value of the share-based awards as of the modification date and recognizes the
incremental value and the remaining unrecognized compensation expenses as compensation cost over the remaining service period. The fair
values of share option, ordinary share units and restricted share units are determined based on the closing market price of the underlying shares
on the grant date.
F-24
Table of Contents
ZTO EXPRESS (CAYMAN) INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(Amounts in thousands, except for share and per share data, unless otherwise stated)
2. Summary of Significant Accounting Policies (Continued)
(s) Treasury shares
Treasury shares represent ordinary shares repurchased by the Company that are no longer outstanding and are held by the Company.
The repurchase of ordinary shares is accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury
stock. When treasury stock is retired, treasury stock is reduced by the cost of such stock on the first-in, first-out basis and an excess of
repurchase price over par or stated value is allocated between additional paid-in capital and retained earnings.
(t) Revenue recognition
The Company derives revenues from its express delivery services primarily provided to its network partners, including parcel sorting
and line-haul transportation, as well as direct express delivery services provided to certain enterprise customers, including vertical e-commerce
and traditional merchants, on a much smaller scale, in connection with the delivery of their products to end consumers. The Company also
provides freight forwarding services to its customers. Revenues generated from express delivery services and freight forwarding services are
recognized over time as the Company performs the services.
Revenues also include sales of accessories, such as portable barcode readers and ZTO-branded packing supplies and apparels.
Revenues are recognized when control of the product is transferred to the customer and in an amount the Company expects to earn in exchange
for the product.
Disaggregation of revenue
Express delivery services
Freight forwarding services
Sale of accessories
Others
Total revenues
Performance obligations
2020
Year Ended December 31,
2021
RMB
%
RMB
%
RMB
21,900,201
1,862,689
1,133,712
317,688
25,214,290
86.9
7.4
4.5
1.2
100.0
27,450,922
1,529,601
1,231,283
194,033
30,405,839
90.3
5.0
4.0
0.7
100.0
32,575,698
1,212,677
1,384,674
203,947
35,376,996
2022
US$
4,723,032
175,822
200,759
29,569
5,129,182
%
92.1
3.4
3.9
0.6
100
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the basis of revenue
recognition in accordance with U.S. GAAP. The customer generally contracts with the Company for distinct services. Substantially all of the
Company’s service contracts include only one performance obligation, the express delivery or freight forwarding services.
Satisfaction of performance obligations
The Company generally recognizes revenue over time as the Company performs the services stipulated in the contract because of the
continuous transfer of control to the customer. The customers receive the benefit of the services as the goods are transported from one location
to another. That is, if the Company was unable to complete the delivery, the service that was already performed by the Company would not
need to be reperformed. As such, revenue is recognized based on the extent of progress towards completion of the performance obligation. It
normally takes one to seven days for the Company to complete the performance obligation.
F-25
Table of Contents
ZTO EXPRESS (CAYMAN) INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(Amounts in thousands, except for share and per share data, unless otherwise stated)
2. Summary of Significant Accounting Policies (Continued)
(t) Revenue recognition (Continued)
Variable consideration
The Company provides customers with certain volume-based incentives in relation to express delivery services, which represent
variable considerations and are recorded as reductions to the related revenue. The Company estimates the variable considerations in the most
likely amounts it expects to earn. As the incentives are generally determined on a monthly basis, the uncertainty in estimating the variable
considerations to be recorded is very limited.
Principal vs. agent considerations
In its express delivery services provided to pickup outlets, the Company utilizes delivery outlets operated by its network partners to
perform the dispatching services. The Company only fulfills parcel sorting and line-haul transportation services. U.S. GAAP requires the
Company to use a control-model approach to evaluate whether the Company performs services directly to the customers (as a principal) or
arranges for services to be provided by another party (as an agent). Based on an evaluation of the control model, the Company has determined
that it acts as a principal in providing sorting and line haul transportation services to the pickup outlets as the Company is primarily responsible
for the delivery of parcels between sorting hubs and has the ability to control the related services. The Company acts as an agent for
dispatching services as it arranges for such services to be provided by the delivery outlets. Therefore, the revenue is recorded net of the
dispatching fees paid to the delivery outlets.
The Company also provides express delivery services to certain enterprise customers. According to the contracts with the enterprise
customers, the Company is primarily responsible for and has control over the entire delivery process including the dispatching services.
Therefore, the Company has determined that it acts as a principal for all the express delivery services provided to enterprise customers and
accordingly, has recorded revenue on a gross basis, including the dispatching fees paid to the delivery outlets.
Contract assets and liabilities
Contract assets include billed and unbilled receivables resulting from in-transit parcels, which were recorded in accounts receivable
and not material as of December 31, 2021 and 2022.
Contract liabilities consist of advance payments, which were recorded in advances from customers and not material as of December
31, 2021 and 2022.
Practical expedients and exemptions
The Company elects not to disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length
of one year or less (ii) contracts for which the Company recognizes revenues at the amount which it has the right to invoice for services
performed and (iii) contracts with variable consideration related to wholly unsatisfied performance obligations.
(u) Cost of revenues
Cost of revenues mainly consists of the following:
● line-haul transportation costs, including payments to outsourced transportation companies, as well as costs associated with the
Company’s own transportation infrastructure, including labor costs of truck drivers, depreciation of self-owned trucks, airfare
cost, fuel cost, and road toll,
F-26
Table of Contents
ZTO EXPRESS (CAYMAN) INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(Amounts in thousands, except for share and per share data, unless otherwise stated)
2. Summary of Significant Accounting Policies (Continued)
(u) Cost of revenues (Continued)
● operating costs for the ZTO delivery IT platform,
● cost of hub operations, such as operators’ labor costs and depreciation and lease costs,
● cost of accessories including portable barcode readers, thermal papers and packaging materials, and
● cost of freight forwarding services, including cost of line-haul transportation and cargo handling costs.
(v) Income taxes
The Company 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. 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 Company 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.
(w) Comprehensive income
Comprehensive income is defined to include all changes in equity from transactions and other events and circumstances excluding
transactions resulting from investments by shareholders and distributions to shareholders. For the years presented, the Company’s
comprehensive income includes net income and foreign currency translation adjustments and is presented in the consolidated statements of
comprehensive income.
(x) Leased assets
As a lessee
The Company leases office space, sorting hubs and warehouse facilities in different cities in the PRC under operating leases.
Under ASU No. 2016-02 “Leases” (ASC 842), the Company determines whether an arrangement constitutes a lease and records lease
liabilities and right-of-use (“ROU”) assets on its consolidated balance sheets at the lease commencement. The Company measures the operating
lease liabilities at the commencement date based on the present value of remaining lease payments over the lease term, which was computed
using the Company’s incremental borrowing rate, an estimated rate the Company would be required to pay for a collateralized borrowing equal
to the total lease payments over the lease term. The Company measures the operating lease ROU assets based on the corresponding lease
liability adjusted for payments made to the lessor at or before the commencement date, and initial direct costs it incurs under the lease. The
Company begins recognizing operating lease expense based on lease payments on a straight-line basis over the lease term when the lessor
makes the underlying asset available to the Company. After considering the factors that create an economic incentive, the Company does not
include renewal option periods in the lease term for which it is not reasonably certain to exercise. The carrying amount of lease liabilities is
remeasured if there is a modification, e.g. a change in the lease term or a change in the in-substance fixed lease payments.
The Company determines its land use right agreements contain operating leases of land under ASC 842. However, this determination
does not result in any changes to the accounting for land use rights as the cost for land use rights are fully prepaid and no liabilities would be
recorded.
F-27
Table of Contents
ZTO EXPRESS (CAYMAN) INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(Amounts in thousands, except for share and per share data, unless otherwise stated)
2. Summary of Significant Accounting Policies (Continued)
(x) Leased assets (continued)
As a lessor
The Company’s lessor arrangements include operating leases of land and buildings to its network partners. The Company recognizes
the underlying assets and records the lease payments as income over the lease term on a straight-line basis.
(y) Concentration of credit risk
Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash
equivalents, accounts receivable, financing receivables, short-term investment, advances to suppliers, long-term investment and long-term
financing receivables. The Company places its cash and cash equivalents, short-term investment and long-term investment with reputable
financial institutions. Accounts receivable primarily comprise amounts receivable from enterprise customers. Financing receivables primarily
comprise financing receivables from network partners. The Company performs on-going credit evaluations of the financial condition of its
counter parties and establishes an allowance for credit losses estimated based on factors surrounding the credit risk of specific entities and other
relevant information. The allowance amounts were immaterial for all the periods presented.
(z) 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 years.
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 Company’s shareholders voted in favor of a proposal to adopt a dual-class share structure, pursuant to which
the Company’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.
(aa) Recently Issued Accounting Pronouncement
In March 2022, the FASB issued ASU 2022-02, Troubled Debt Restructurings (“TDRs”) and Vintage Disclosures (Topic 326):
Financial Instruments – Credit Losses. This amended guidance will eliminate the accounting designation of a loan modification as a TDR,
including eliminating the measurement guidance for TDRs. The amendments also enhance existing disclosure requirements and introduce new
requirements related to modifications of receivables made to borrowers experiencing financial difficulty. Additionally, this guidance requires
entities to disclose gross write-offs by year of origination for financing receivables, such as loans and interest receivable. The ASU is effective
January 1, 2023, and is required to be applied prospectively, except for the recognition and measurement of TDRs which can be applied on a
modified retrospective basis. The Company does not expect the adoption of this ASU to have a material impact on the consolidated financial
statements and related disclosures.
F-28
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ZTO EXPRESS (CAYMAN) INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(Amounts in thousands, except for share and per share data, unless otherwise stated)
3. Prepayments and Other Current Assets
Prepayments and other current assets consist of the following:
Input value added tax (“VAT”)
Prepaid expenses
Accrued interest income
Deposits
Others
Total
4. Property and Equipment, Net
Property and equipment, net consist of the following:
Buildings
Machinery and equipment
Leasehold improvements
Vehicles
Furniture, office and electric equipment
Construction in progress
Total
Accumulated depreciation
Property and equipment, net
As of December 31,
2021
RMB
2,290,932
133,017
103,504
152,846
462,069
3,142,368
2022
RMB
2,296,167
119,935
199,686
130,731
399,859
3,146,378
As of December 31,
2021
RMB
11,728,192
6,378,741
769,215
6,184,635
765,551
5,571,941
31,398,275
(6,468,378)
24,929,897
2022
RMB
14,995,857
7,328,207
923,285
6,101,948
850,836
7,372,605
37,572,738
(8,759,534)
28,813,204
Depreciation expenses were RMB1,758,638, RMB2,102,310 and RMB2,540,899 for the years ended December 31, 2020, 2021 and
2022, respectively.
As of December 31, 2021 and 2022, the title certificates for certain buildings of the Company with an aggregate net book value of
approximately RMB6,555,658 and RMB4,909,234, respectively, had not been obtained.
F-29
Table of Contents
5. Land Use Rights, Net
ZTO EXPRESS (CAYMAN) INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(Amounts in thousands, except for share and per share data, unless otherwise stated)
There is no private land ownership in China. Companies or individuals are authorized to possess and use the land only through land
use rights granted by the PRC government. Land use rights are amortized using the straight-line method over the lease term of around 50 years
or less. The weighted average remaining lease term is 44 years as of December 31, 2022.
Cost
Less: Accumulated amortization
Land use rights, net
As of December 31,
2021
RMB
5,697,337
(361,788)
5,335,549
2022
RMB
5,922,514
(479,563)
5,442,951
Amortization expenses for land use rights were RMB75,627, RMB113,260 and RMB123,450 for the years ended December 31, 2020,
2021 and 2022, respectively.
As of December 31, 2021 and 2022, the title certificates for certain land use rights of the Company with carrying value of
approximately RMB92,089 and RMB103,453, respectively, had not been obtained.
6. Operating Leases
1)
Lease as lessee
The Company leases office space, sorting hubs and warehouse facilities under non-cancellable operating lease agreements that expire
at various dates through December 2034. During the three years ended December 31, 2020, 2021 and 2022, the Company incurred rental
expenses related to fixed operating lease costs amounting to RMB 361,098, RMB 388,450 and RMB370,385, respectively. No variable lease
cost existed.
Supplemental information related to leases within the consolidated balance sheets are as follows:
Operating lease right-of-use assets
Current operating lease liabilities
Non-current operating lease liabilities
Total operating lease liabilities
Weighted average remaining lease term (in years)
As of December 31,
2021
RMB
As of December 31,
2022
RMB
897,238
250,995
556,091
807,086
5
808,506
229,718
510,349
740,067
5
Weighted average discount rate
4.26 %
4.31 %
F-30
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ZTO EXPRESS (CAYMAN) INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(Amounts in thousands, except for share and per share data, unless otherwise stated)
6. Operating Leases (Continued)
1)
Lease as lessee (Continued)
Supplemental cash flow information related to leases for the years ended December 31, 2021 and 2022 are as follows:
Cash paid for amounts included in measurement of liabilities:
Operating cash flows from operating leases
Right-of-use assets obtained in exchange for lease liabilities:
Operating leases
Right-of-use assets decreased (increased) due to lease modifications:
Operating leases
Year ended
December 31,
2021
RMB
Year ended
December 31,
2022
RMB
351,218
375,329
(8,613)
348,672
291,000
44,797
The following is a maturity analysis of the annual undiscounted cash flows as of December 31, 2021 and December 31, 2022:
Within one year
Within a period of more than one year but not more than two years
Within a period of more than two years but not more than three years
Within a period of more than three years but not more than four years
Within a period of more than four years but not more than five years
More than five years
Total lease commitment
Less: Imputed interest
Total operating lease liabilities
Less: Current operating lease liabilities
Long-term operating lease liabilities
As of
December 31, 2021
RMB
As of
December 31, 2022
RMB
254,219
170,612
164,966
109,394
95,021
104,362
898,574
91,488
807,086
250,995
556,091
227,647
179,784
133,299
118,142
47,397
125,054
831,323
91,256
740,067
229,718
510,349
Under ASC 842, land use rights agreements are also considered as operating lease contracts. See Note 5 for separate disclosures
related to land use right.
2)
Lease as lessor
The Company rents land and buildings to network partners under non-cancellable operating lease agreements that expire at various
dates through December 2037. All of the Company’s leasing arrangements as lessor are classified as operating leases. Rental income is
recognized on a straight-line basis over the rental period. During the years ended December 31, 2020, 2021 and 2022, the Company recorded
rental income amounting to RMB81,348, RMB128,074 and RMB178,761, respectively.
F-31
Table of Contents
7. Goodwill
ZTO EXPRESS (CAYMAN) INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(Amounts in thousands, except for share and per share data, unless otherwise stated)
The carrying amount of goodwill by reporting units as of December 31, 2021 and 2022 are as follows:
Balance at December 31, 2021 and 2022
8. Investments in equity investees
The Company’s investments in equity investees comprise the following:
Investments accounted for under equity method:
ZTO Supply Chain Management Co., Ltd. (“ZTO LTL”) (1)
ZTO Yun Leng Network Technology (Zhejiang) Co., Ltd. (“ZTO YL”) (2)
Tonglu Antong Management LLP (“Antong”) (3)
Others
Total investments accounted for under the equity method
Investments accounted for as equity investments without readily determinable fair values:
Cai Niao Smart Logistics Network Limited (“Cai Niao”) (4)
Zhejiang Yizhan Network Technology Co., Ltd. (“Cainiao Post”) (4)
Zhijiang New Industries Limited (“ZJ New Industries”) (4)
ZTO Supply Chain Management Co., Ltd. (“ZTO LTL”) (1)
Others
Total investments accounted for equity investments without readily determinable fair values
Total investments in equity investees
(1)
ZTO LTL
Express
Delivery
RMB
4,157,111
Freight
Forwarding
RMB
84,430
Total
Amount
RMB
4,241,541
As of December 31,
2021
RMB
70,198
75,979
77,878
196,744
420,799
1,026,926
1,075,000
500,000
550,300
157,423
3,309,649
3,730,448
2022
RMB
152,549
51,420
146,051
220,336
570,356
1,116,085
1,075,000
500,000
578,105
110,998
3,380,188
3,950,544
ZTO LTL is engaged in provision of less-than-truckload transportation services in China. The Company obtained significant influence
over ZTO LTL through owning 18% equity interest in common stock of ZTO LTL at a total consideration of US$14,017 (RMB 96,678), which
is accounted for using the equity method. The Company also invested US$83,817 (RMB578,105) in preferred stock of ZTO LTL, which is
accounted for under the Measurement Alternative as the underlying preferred shares are not considered in-substance common stock and have
no readily determinable fair value.
F-32
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ZTO EXPRESS (CAYMAN) INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(Amounts in thousands, except for share and per share data, unless otherwise stated)
8. Investments in equity investees (Continued)
(2)
ZTO YL
The Company obtained significant influence over ZTO YL through owning 18% equity interest of ZTO YL at a total consideration of
RMB90,000, which is accounted for using the equity method.
(3)
Antong
In 2021 and 2022, the Company invested RMB70,000 and RMB49,000 in Tonglu Antong Management LLP, respectively. As a limited
partner, the Company has ability to exercise significant influence over operating activities of Antong but doesn’t have controlling financial
interest in it. Therefore, the investment is accounted for using the equity method.
(4)
Investments accounted for as equity investments without readily determinable fair values
The Company obtained 1% equity interest of Cai Niao, which provides a platform that connects with a network of logistics providers
through a proprietary logistics information system and facilitates the delivery of packages across the PRC. The Company cannot exercise
significant influence over the investee, therefore, accounts for the investment as an equity investment without readily determinable fair values.
In May 2018, the Company entered into a subscription and contribution agreement with four other leading express delivery companies
in the PRC, to obtain 15% equity interest in Cainiao Post, Cai Niao’s network of last-mile delivery stations, in an amount of RMB1,075,000.
Since the Company cannot exercise significant influence over Cainiao Post, this investment is accounted for as an equity investment without
readily determinable fair values.
In October 2018, the Company entered into an investment agreement with several investment corporations to establish a new
investment company, named ZJ New Industries and obtained 2% equity interest in ZJ New Industries at a total consideration of RMB500,000.
The Company recognized impairment losses totaling nil, nil, and RMB26,328 related to equity investments for the years ended
December 31, 2020, 2021 and 2022, respectively.
F-33
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ZTO EXPRESS (CAYMAN) INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(Amounts in thousands, except for share and per share data, unless otherwise stated)
9. Intangible Assets, Net
Customer relationships
Less: accumulated amortization
Customer relationships, net
As of December 31,
2021
RMB
61,973
(26,339)
35,634
2022
RMB
61,973
(32,536)
29,437
Amortization expenses for customer relationships acquired through the business combination of COE Business were RMB6,197,
RMB6,198 and RMB 6,197 for the years ended December 31, 2020, 2021 and 2022, respectively.
The estimated amortization expenses for each of the five succeeding fiscal years and thereafter are as follows:
2022
2023
2024
2025
2026
Total
10. Other Current Liabilities
Other current liabilities consist of the following:
Payables related to property and equipment
Deposits from network partners(1)
Salary and welfare payable
Payables to individual couriers(2)
Construction deposits
Payables to network partners(3)
Accrued expenses
VAT and surcharge payable
Others
Total
Years ended
December 31,
RMB
6,197
6,197
6,197
6,197
4,649
29,437
As of December 31,
2021
RMB
1,788,628
1,087,087
1,047,517
640,273
99,727
237,191
199,639
189,771
504,547
5,794,380
2022
RMB
1,874,562
1,479,027
1,179,917
779,481
173,874
228,213
345,468
110,176
554,025
6,724,743
(1) Deposits from network partners represent the waybill deposits collected from the pickup outlets operated by network partners. The
deposits will be refunded when the parcels are delivered to the recipients.
(2) Payables to individual couriers represent the amount to be paid by the Company to individual couriers on behalf of its network partners for
their last mile dispatch.
(3) Payables to network partners represent the amount collected by the Company on behalf of its network partners in the provision of express
delivery services.
F-34
Table of Contents
ZTO EXPRESS (CAYMAN) INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(Amounts in thousands, except for share and per share data, unless otherwise stated)
11. Short-term Bank Borrowings
Short-term bank borrowings consist of the following:
The PRC domestic commercial banks
Oversea commercial banks
Total
2021
RMB
2,821,457
637,260
3,458,717
2022
RMB
5,394,423
—
5,394,423
The weighted average interest rates of the short-term bank borrowings were 2.71% and 2.21% for the years ended December 31, 2021
and 2022, respectively. The borrowings are repayable within one year.
12. Convertible senior notes
On August 29, 2022, the Company issued US$1,000,000 of Convertible Senior Notes (“the Notes”). The Notes will mature on
September 1, 2027 and bear interest at a rate of 1.5% per year, payable semiannually in arrears on March 1 and September 1 of each year,
beginning on March 1, 2023.
Holders of the Notes have the option to convert the Notes, in integral multiples of US$1 principal amount, at any time prior to the
close of business on the fifth scheduled trading day immediately preceding the maturity date. The Notes can be converted into the Company’s
ADSs at an initial conversion rate of 31.6296 of the Company’s ADSs per US$1 principal amount of the Notes (equivalent to an initial
conversion price of US$31.62 per ADS). Upon conversion, the Company will pay or deliver, as the case may be, cash, ADSs, or a combination
of cash and ADSs, at its selection.
The holders may require the Company to repurchase for cash all or part of the Notes on September 2, 2025 (the “repurchase date”) at a
repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the
relevant repurchase date.
The Company did not identify any embedded features that are subject to separate accounting. The conversion option meets the scope
exception for derivative accounting as it is indexed to the Company’s own stock and classified in stockholders’ equity. Other embedded
features including the mandatory redemption feature and the contingent put option upon tax events or fundamental changes are considered
clearly and closely related to the debt host with no separate accounting required.
Therefore, the Company accounted for the Notes as a single liability under convertible senior note, non-current. Issuance costs related
to the Notes were recorded in consolidated balance sheet as a direct deduction from the principal amount of the Notes, and the discount caused
by issuance cost is amortized over the period from August 29, 2022, the date of issuance, to September 2, 2025, the first put date of the Notes,
using the effective interest method.
On August 29, 2022, the Company recorded the convertible senior notes as a long-term liability at face value (RMB6,910,000 or
US$1,000,000) net of issuance costs (RMB121,588 or US$17,596).
F-35
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ZTO EXPRESS (CAYMAN) INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(Amounts in thousands, except for share and per share data, unless otherwise stated)
12. Convertible senior notes(Continued)
Capped Call Options
In connection with the Notes, the Company entered into privately-negotiated capped call transactions indexed to its own ordinary
shares with certain financial institutions based on the total offering US$1,000,000 of Convertible Senior Notes to reduce the potential dilution
to existing shareholders of the Company upon conversion of the Notes. The strike price will be US$31.62 per ADS with a cap price US$36.48
per ADS. The total premium paid by the Company for the capped call options was RMB 373,139 (equivalently US$54,000). The capped call
options are classified as stockholders’ equity and carried at the acquisition cost.
13. Income Tax
Under the current laws of the Cayman Islands, the Company is incorporated in the Cayman Islands and not subject to tax on income or
capital gain. Additionally, the Cayman Islands does not impose a withholding tax on payments of dividends to shareholders.
Under the current laws of the British Virgin Islands, the Company’s subsidiary incorporated in British Virgin Island is not subject
to tax.
Under the current Hong Kong Inland Revenue Ordinance, the Company’s subsidiaries domiciled in Hong Kong have applied a two-
tiered profits tax rate regime. The profits tax rate for the first HK$2 million of profits of corporations is 8.25%, while profits above that amount
is subject to the tax rate of 16.5%. Additionally, payments of dividends by the subsidiary incorporated in Hong Kong to the Company are not
subject to any Hong Kong withholding tax.
Under the Law of the People’s Republic of China on Enterprise Income Tax (“EIT Law”), the Company’s subsidiaries domiciled in the
PRC are subject to statutory rate of 25%. Certain enterprises will benefit from a preferential tax rate of 15% under the EIT Law if they qualify
as “high and new technology enterprises,” or HNTEs, or if they are located in applicable PRC regions including Qianhai Shenzhen-Hong Kong
Modern Service Industry Cooperation Zone or regions as specified in the Catalogue of Encouraged Industries in Western Regions (effective till
2030), or the Western Regions Catalogue, subject to certain general restrictions described in the EIT Law and the related regulations.
WFOE is qualified for HNTE status and therefore eligible for a preferential income tax rate of 15% (effective till 2022).
Ten of the Company’s subsidiaries, which are located in the municipalities or provinces of Chongqing, Sichuan, Guizhou, Yunnan and
Shaanxi, are qualified enterprises within the Catalog of Encouraged Industries in the Western Region and therefore eligible for the 15%
preferential income tax rate for the years ended December 31, 2020, 2021 and 2022. The preferential income tax rate will expire in December
2030.
According to Caishui (2021) No.30, Shenzhen Dayu International Logistics Co., Ltd, established in Qianhai Shenzhen-Hong Kong
Modern Service Industry Cooperation Zone, is entitled to a preferential tax rate of 15% until December 31, 2025.
F-36
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ZTO EXPRESS (CAYMAN) INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(Amounts in thousands, except for share and per share data, unless otherwise stated)
13. Income Tax (Continued)
The current and deferred portion of income tax expenses included in the consolidated statements of comprehensive income, which
were substantially attributable to the Company’s subsidiaries are as follows:
Current tax expenses
Deferred tax expenses (benefits)
Total
2020
RMB
961,802
(271,969)
689,833
Year ended December 31,
2021
RMB
1,197,542
(192,091)
1,005,451
2022
RMB
1,388,714
244,616
1,633,330
Reconciliations of the differences between the PRC statutory income tax rate and the Company’s effective income tax rate for the
years ended December 31, 2020, 2021 and 2022 are as follows:
Statutory income tax rate
Preferential tax rates
Research & development super deduction
Non-deductible expenses
Non-taxable income
Different tax rates of operations in other jurisdictions
Valuation allowance on deferred tax assets
True up (1)
Others
Year ended December 31,
2021
RMB
2020
RMB
25.00 %
(6.70)%
(1.87)%
1.70 %
(0.03)%
(0.42)%
0.07 %
(4.05)%
0.00 %
13.70 %
2022
RMB
25.00 %
(4.29)%
(2.42)%
0.66 %
0.00 %
0.40 %
0.10 %
0.25 %
0.01 %
19.71 %
25.00 %
(6.45)%
(2.66)%
1.57 %
0.00 %
(0.07)%
0.09 %
0.04 %
0.00 %
17.52 %
Note (1): WFOE applied for the Key Software Enterprise status in early 2020. After the approval by the relevant tax authority in September
2020, WFOE was entitled to a preferential tax rate of 10% retroactively for the year ended December 31, 2019, resulting in an income tax
expense decrease of RMB200,683 for the year ended December 31,2020.
F-37
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ZTO EXPRESS (CAYMAN) INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(Amounts in thousands, except for share and per share data, unless otherwise stated)
13. Income Tax (Continued)
The effect of the tax holiday on the income per share is as follows:
Tax saving amount due to preferential tax rates
Income per share effect- basic
Income per share effect- diluted
2020
RMB
538,014
0.68
0.68
As of December 31,
2021
RMB
370,178
0.45
0.45
2022
RMB
355,489
0.44
0.43
The principal components of the Company’s deferred income tax assets and liabilities as of December 31, 2021 and 2022 are
as follows:
Deferred tax assets:
Accrued payroll and expense
Net loss carryforward
Financial subsidy
Depreciation for property and equipment
Unrealized gain from intragroup transactions
Provision for allowance for credit losses
Deferred tax assets in subtotal
Valuation allowance on deferred tax assets
Total deferred tax assets
Deferred tax liabilities:
Difference in basis of land use rights
Difference in basis of property and equipment
Difference in basis of intangible assets
Unrealized investment gain
Total deferred tax liabilities
As of December 31,
2021
RMB
2022
RMB
334,833
455,944
9,739
96,565
34,112
24,081
955,274
(20,426)
934,848
(138,444)
(147,109)
(5,903)
(900)
(292,356)
188,826
362,443
15,790
137,440
28,986
58,076
791,561
(41,464)
750,097
(134,928)
(205,763)
(4,881)
(900)
(346,472)
The Company considers positive and negative evidence to determine whether some portion or all of the deferred tax assets will more
likely than not be realized. This assessment considers, among other matters, the nature, frequency and severity of recent losses, forecasts of
future profitability, the duration of statutory carryforward periods, and the history of operating loss or tax credit carryforwards expiring unused.
As of December 31, 2021 and 2022, valuation allowance of RMB20,426 and RMB41,464 were provided, respectively.
As of December 31, 2022, the Company had total tax loss carryforward in subsidiaries of RMB1,516,091 The tax loss carryforward of
the Company’s PRC subsidiaries and VIE were RMB1,262,696 as of December 31, 2022 which will expire from 2023 to 2027 if not used.
F-38
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ZTO EXPRESS (CAYMAN) INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(Amounts in thousands, except for share and per share data, unless otherwise stated)
13. Income Tax (Continued)
Uncertainties exist with respect to how the current income tax law in the PRC applies to the Company’s overall operations, and more
specifically, with regard to tax residency status. The EIT Law includes a provision specifying that legal entities organized outside of the PRC
will be considered residents for Chinese Income tax purposes if the place of effective management or control is within the PRC. The
implementation rules to the EIT Law provide that nonresident legal entities will be considered the PRC residents if substantial and overall
management and control over the manufacturing and business operations, personnel, accounting and properties, occurs within the PRC. Despite
the present uncertainties resulting from the limited PRC tax guidance on the issue, the Company does not believe that the legal entities
organized outside of the PRC within the Company should be treated as residents for EIT law purposes. If the PRC tax authorities subsequently
determine that the Company and its subsidiaries registered outside the PRC should be deemed resident enterprises, the Company and its
subsidiaries registered outside the PRC will be subject to the PRC income taxes, at a statutory income tax rate of 25%. The Company is not
subject to any other uncertain tax position.
According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is
due to computational errors made by the taxpayer or withholding agent. The statute of limitations will be extended to five years under special
circumstances, which are not clearly defined (but an underpayment of tax liability exceeding RMB0.1 million is specifically listed as a special
circumstance). In the case of a related party transaction, the statute of limitations is ten years. There is no statute of limitations in the case of tax
evasion. From inception to 2021, the Company is subject to examination of the PRC tax authorities.
In accordance with the EIT Law, dividends, which arise from profits of foreign invested enterprises (“FIEs”) earned after January 1,
2008, are subject to a 10% withholding income tax. In addition, under tax treaty between the PRC and Hong Kong, if the foreign investor is
incorporated in Hong Kong and qualifies as the beneficial owner, the applicable withholding tax rate is reduced to 5%, if the investor holds at
least 25% in the FIE, or 10%, if the investor holds less than 25% in the FIE. A deferred tax liability should be recognized for the undistributed
profits of the PRC subsidiaries unless the Company has sufficient evidence to demonstrate that the undistributed dividends will be reinvested
and the remittance of the dividends will be postponed indefinitely. The Company plans to indefinitely reinvest undistributed profits earned from
its PRC subsidiaries in its operations in the PRC. Therefore, no withholding income taxes for undistributed profits of the Company’s
subsidiaries were provided as of December 31, 2021 and 2022.
Under applicable accounting principles, a deferred tax liability should be recorded for taxable temporary differences attributable to the
excess of financial reporting basis over tax basis in a domestic entity. However, recognition is not required in situations where the tax law
provides a means by which the reported amount of that investment can be recovered tax-free and the enterprise expects that it will ultimately
use that means. The Company completed its feasibility analysis on a method, which the Company will ultimately execute if necessary to
repatriate the undistributed earnings of the VIE without significant tax costs. As such, the Company does not accrue deferred tax liabilities on
the earnings of the VIE given that the Company will ultimately use the means.
Aggregate undistributed earnings of the Company’s PRC subsidiaries and VIE that are available for distribution were RMB21,705,144
and RMB 28,504,400 as of December 31, 2021 and 2022 respectively.
14. Share-Based Compensation
Employee Share Holding Platform
In June 2016, the Company established an employee share holding platform (the “Share Holding Platform”). The purpose of the Share
Holding Platform is to allow employees of the Company in the PRC to receive equity share incentives. ZTO ES Holding Limited (“ZTO ES”),
a British Virgin Islands company was established as a holding vehicle for the Company’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.
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ZTO EXPRESS (CAYMAN) INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(Amounts in thousands, except for share and per share data, unless otherwise stated)
14. Share-Based Compensation (Continued)
Employee Share Holding Platform (Continued)
On June 28, 2016, the Company 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. Pursuant to the terms of the partnership agreement, a
recipient of limited partnership interests is entitled to indirectly all of the economic rights associated with the underlying ordinary shares of the
Company and accordingly, at the direction of the employee, the LLPs will sell the Company’s ordinary shares held in connection with the
limited partnership interest owned by the employee, and remit the proceeds to the employee. The other shareholder’s rights associated with the
Company’s ordinary shares held by the partnership may be exercised by the general partner of these LLPs. The Company referred to these
limited partner’s partnership interests as ordinary share units and five ordinary share units correspond to the indirect economic interest in one
ordinary share of the Company.
Pursuant to a board of director resolution, on March 28, 2017, 3,945,750 ordinary share units corresponding to 789,150 Company’s
ordinary shares were granted to certain employees at the consideration of nil. These awards are subject to vesting ratably over a period of three
years. The Company recorded the share-based compensation of RMB23,303 based on the market price of ordinary shares at US$12.88 on the
grant date in selling, general and administrative expenses in the consolidated statement of comprehensive income during each of the three years
thereafter.
In March 2020,2021 and 2022, 3,925,485, 3,178,835, and 3,934,355 ordinary share units corresponding to 785,097, 635,767, and
786,871 Company’s ordinary shares were granted to certain officers and employees,respectively. The consideration was nil for each of three
years. These share awards vested immediately upon grant. The Company recorded the share-based compensation of RMB139,308,
RMB135,778, and RMB109,614 based on the market price at US$25.32, US$32.83 and US$21.87 of ordinary shares on the respective grant
dates, in selling, general and administrative expenses in the consolidated statements of comprehensive income for the years ended December
31, 2020, 2021 and 2022, respectively.
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ZTO EXPRESS (CAYMAN) INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(Amounts in thousands, except for share and per share data, unless otherwise stated)
14. Share-Based Compensation (Continued)
2016 Share Incentive Plan
On June 20, 2016, the Board also approved a 2016 share incentive plan (the “2016 Share Incentive Plan”) in order to provide
incentives to directors, executive officers and other employees of the Company, pursuant to which the maximum number of shares of the
Company available for issuance pursuant to all awards under the 2016 Share Incentive Plan shall be 3,000,000 ordinary shares.
In September 2016, the Board approved 2016 Share Incentive Plan (as amended and restated), the maximum aggregate number of
shares which may be issued pursuant to all awards under the 2016 Plan is initially 3,000,000, plus an annual increase, by an amount equal to
the least of (i) 0.5% of the total number of shares issued and outstanding on the last day of the immediately preceding fiscal year; (ii) 3,000,000
shares or (iii) such number of shares as may be determined by the board of directors.
Restricted share units
On March 28, 2017, the Company granted 679,645 restricted share units (“RSU”) at par value to certain director, executive offices and
employees pursuant to the 2016 Share Incentive Plan. These grants are subject to vesting ratably over a period of three years from the grant
date. The Company recorded the share-based compensation of RMB3,316 based on the market price of ordinary shares at US$12.88 on the
grant date in selling, general and administrative expenses in the consolidated statements of comprehensive income for the year ended December
31, 2020.
In March of 2020, 2021 and 2022, the Company granted 684,905, 525,595 and 497,956 RSUs at par value to certain director,
executive offices and employees pursuant to the 2016 Share Incentive Plan, respectively. These grants vested immediately upon grant. The
Company recorded the share-based compensation of RMB121,530, RMB112,249, and RMB 69,366 based on the market price of ordinary
shares at US$25.32, US$32.83 and US$21.87 on the respective grant dates in selling, general and administrative expenses in the consolidated
statements of comprehensive income for the years ended December 31, 2020, 2021 and 2022, respectively.
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15. Ordinary Shares
ZTO EXPRESS (CAYMAN) INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(Amounts in thousands, except for share and per share data, unless otherwise stated)
As disclosed in Note 14, on June 28, 2016, 16 million ordinary shares of the Company were issued to ZTO ES to establish a reserve
pool for future issuance of equity share incentive to the Company’s employees. All shareholder rights of these 16 million ordinary shares
including but not limited to voting rights and dividend rights are unconditionally waived until the corresponding ordinary share units are
transferred to the employees. While the ordinary shares were legally issued to ZTO ES, ZTO ES does not have any of the rights associated with
the ordinary shares. As such the Company accounted for these shares as issued but not outstanding ordinary shares until the waiver is released
by the Company, which occurs when Ordinary Shares Units are awarded to the employees. 6,811,546 and 6,024,675 ordinary shares transferred
to ZTO ES were considered issued but not outstanding as of December 31, 2021 and 2022, respectively.
On September 29, 2020, the Company successfully listed on the Main Board of the Hong Kong Stock Exchange with a global offering
of 51,750,000 Class A ordinary shares (including the exercise of the over-allotment option on October 22, 2020 ) at a public offering price of
HK$218.00. The Company received net proceeds of RMB9,763.8 million from this offering after deducting RMB79.2 million of underwriting
commissions and discounts and RMB77.4 million of the offering expenses payable by the Company. The Hong Kong-listed shares are fully
fungible with the Company’s American depositary shares (ADSs) listed on the New York Stock Exchange (one ADS representing one Class A
ordinary share).
F-42
Table of Contents
16. Earnings Per Share
ZTO EXPRESS (CAYMAN) INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(Amounts in thousands, except for share and per share data, unless otherwise stated)
Basic and diluted earnings per share for each of the years presented are calculated as follows:
Numerator:
Net income attributable to ordinary shareholders—basic
Plus: Interest expense of convertible senior notes
Net income attributable to ordinary shareholders—diluted
Shares (Denominator):
Weight average ordinary shares outstanding—basic
Plus:
Incremental weighted-average ordinary shares from assumed exercise of ordinary
share units and restricted share units using the treasury stock method
Dilutive effect of convertible senior notes
Weight average ordinary shares outstanding—diluted
Earnings per share—basic
Earnings per share—diluted
2020
RMB
Year ended December 31,
2021
RMB
2022
RMB
4,312,213
—
4,312,213
4,754,827
—
4,754,827
6,809,056
45,809
6,854,865
796,097,532
819,961,265
809,442,862
49,972
—
796,147,504
5.42
5.42
—
—
819,961,265
5.80
5.80
—
10,830,669
820,273,531
8.41
8.36
7,447,313, 6,811,546 and 6,024,675 ordinary shares transferred to ZTO ES were considered issued but not outstanding as of
December 31, 2020, 2021 and 2022, respectively, and therefore not included in the calculation of basic and dilutive earnings per share.
17. Related Party Transactions
The table below sets forth the major related parties and their relationships with the Company:
Name of related parties
Tonglu Tongze Logistics Ltd. and its subsidiaries
Shanghai Mingyu Barcode Technology Ltd.
ZTO Supply Chain Management Co., Ltd. and its subsidiaries
ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries
ZTO Yun Leng Network Technology (Zhejiang) Co., Ltd. and its
subsidiaries
Relationship with the Company
Majority equity interests held by the employees of the Company
Controlled by brother of chairman of the Company
The Company’s equity investee
The Company’s equity investee
The Company’s equity investee
Zhejiang Tongyu Intelligent Industry Development Co., Ltd.
Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd
Mr. Jianchang Lai
Tonglu Antong Management LLP
Mr. Du Wang
The Company’s equity investee
Controlled by chairman of the Company
Director and Vice President of Operations
The Company’s equity investee
Immediate families of Director and Vice President
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ZTO EXPRESS (CAYMAN) INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(Amounts in thousands, except for share and per share data, unless otherwise stated)
17. Related Party Transactions (Continued)
(a) The Company entered into the following transactions with its related parties:
Revenues:
Express delivery service revenue derived from Tonglu Antong Management LLP and its
subsidiaries
Transportation revenue from ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries
Others
Cost of revenues:
Transportation service fees paid to ZTO Supply Chain Management Co., Ltd. and its
subsidiaries
Transportation service fees paid to Tonglu Tongze Logistics Ltd. and its subsidiaries
Transportation service fees paid to Zhongtong Yunleng Network Technology (Zhejiang) Co.,
Ltd. and its subsidiaries
Purchases of supplies from Shanghai Mingyu Barcode Technology Ltd.
Others
Other operating income:
Rental income from ZTO Supply Chain Management Co., Ltd. and its subsidiaries
Rental income from ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries
Others
Other income:
Interest income related to loan receivables from Zhongkuai (Tonglu) Future City Industrial
Development Co., Ltd
Others
2020
RMB
Year ended December 31,
2021
RMB
2022
RMB
—
45,286
4,072
49,358
47,491
331,288
—
197,302
—
576,081
28,720
17,215
999
46,934
—
847
847
38,202
68,716
5,224
112,142
56,624
52,260
5,853
235,808
51,409
401,954
29,688
33,390
8,453
71,531
39,000
2,435
41,435
694,758
291,584
51,662
1,038,004
459,013
—
56,325
237,252
44,666
797,256
45,876
53,115
20,677
119,668
33,962
8,071
42,033
In October and December 2021, the Company acquired 20.77% equity interest in certain subsidiaries from Mr. Jianchang Lai at a cash
consideration of RMB103,728. The difference between the consideration and the ownership interest obtained was RMB 29,799 recorded in
additional paid-in capital.
In December 2021, the Company sold its 100% shares in Zhejiang Xinglian Air Cargo Co., Ltd. to Zhongtong Yunleng Network
Technology (Zhejiang) Co., Ltd. at a cash consideration of RMB177,297. The Company recognized loss of RMB 2,532 on the disposal of
Zhejiang Xinglian.
In 2021, the Company purchased trucks from Tonglu Tongze Logistics Ltd. and its subsidiaries at an aggregate price of RMB 53,868.
In January 2022, the Company acquired 10% equity interest in a subsidiary from Mr. Du Wang at a cash consideration of RMB39,128.
The difference between the consideration and the carrying amount of non-controlling interests as of the acquisition date was RMB 5,060 and
recorded in additional paid-in capital.
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ZTO EXPRESS (CAYMAN) INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(Amounts in thousands, except for share and per share data, unless otherwise stated)
17. Related Party Transactions (Continued)
(a) The Company entered into the following transactions with its related parties: (Continued)
In September 2022, the Company sold its 100% equity interest in Jinhua Zhongrui Freight Forwarding Co., Ltd to ZTO Supply Chain
Management Co., Ltd. at a cash consideration of RMB291,400, resulting in a gain of RMB60,514.
In December 2022, the Company acquired 82% equity interests of Tuxi Technology Co.,Ltd from certain related parties and third
parties shareholders at a total cash consideration of RMB98,533, which approximately equals to the fair value of net assets acquired.
(b) The Company had the following balances with its related parties:
Amounts due to related parties
Shanghai Mingyu Barcode Technology Ltd.
Tonglu Antong Management LLP and its subsidiaries
ZTO Supply Chain Management Co., Ltd.
Others
Total
As of December 31,
2021
RMB
2022
RMB
3,049
9,651
9,983
103
22,786
20,249
28,887
—
2
49,138
Amounts due to related parties consisted of accounts payable to related parties for transportation, waybill material and deposits as of
December 31, 2021 and 2022, respectively.
Amounts due from related parties
ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries (1)
ZTO Supply Chain Management Co., Ltd. (5)
Zhongtong Yunleng Network Technology (Zhejiang) Co., Ltd. and its subsidiaries (2)
Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd. (3)
Others
Total
Amounts due from related parties-non current
Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd. (3)
Zhejiang Tongyu Intelligent Industry Development Co., Ltd. (4)
Total
As of December 31,
2021
RMB
41,118
—
49,501
—
43,371
133,990
539,000
72,100
611,100
2022
RMB
55,061
101,432
53,504
75,000
29,486
314,483
500,000
77,140
577,140
Notes:
(1) The amount comprised a RMB12,500 one-year loan to this related party with 6.96% annualized interest rate and accounts receivable
generated from the transportation service provided by the Company.
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ZTO EXPRESS (CAYMAN) INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(Amounts in thousands, except for share and per share data, unless otherwise stated)
17. Related Party Transactions (Continued)
(b) The Company had the following balances with its related parties: (Continued)
(2) The amount comprised other receivable generated from disposal of subsidiaries and net off account payable generated from the
transportation service that this related party and its subsidiaries provided to the Company.
(3) The amount comprised a three-year loan to this related party with 7.2% annualized interest rate. The balance of principle was
RMB500,000 as of December 31, 2021 and 2022 and interest receivable was RMB39,000 and RMB75,000 as of December 31, 2021 and
2022.
(4) The amount comprised a three-year loan to this related party with 7.2% annualized interest rate. The balance of principle was RMB70,000
as of December 31, 2021 and 2022.
(5) The amount comprised a RMB109,980 one -year loan to this related party with 6.96% annualized interest rate and net off account payable
generated from the transportation service that this related party and its subsidiaries provided to the Company.
18. Commitments and Contingencies Capital Commitments
The Company’s capital commitments primarily relate to commitments on construction of office building, sorting hubs and warehouse
facilities. Total capital commitments contracted but not yet reflected in the consolidated financial statements amounted to RMB5,813,823 and
RMB5,201,385 as of December 31, 2021 and 2022, respectively. All of these capital commitments will be fulfilled in the following years based
on the construction progress.
Investment commitments
The Company is committed to make further capital injection into certain investments in equity investees. Such investment
commitment amounted to approximately RMB124,410 and RMB25,610 as of December 31,2021 and 2022, respectively.
Contingencies
The Company is subject to periodic legal or administrative proceedings in the ordinary course of business. The Company does not
believe that any currently pending legal or administrative proceeding to which the Company is a party will have a material effect on its business
or financial condition.
The Company has not made adequate contributions to employee benefit plans, as required by applicable PRC laws and regulations,
but the Company has recorded accruals for the estimated underpaid amounts in the consolidated financial statements. However, the Company
has not made any accruals for the interest on underpayments and penalties that may be imposed by the relevant PRC government authorities in
the consolidated financial statements as the Company believes it would be unlikely that the relevant PRC government authorities will impose
any significant interests or penalties.
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ZTO EXPRESS (CAYMAN) INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(Amounts in thousands, except for share and per share data, unless otherwise stated)
19. Repurchase of Ordinary Shares
On November 14, 2018, the Company announced a new share repurchase program whereby ZTO is authorized to repurchase its own
Class A ordinary shares in the form of ADSs with an aggregate value of up to US$500 million during an 18-month period thereafter. The
Company expects to fund the repurchase out of its existing cash balance.
On March 13, 2020, the board of directors of the Company approved the extension of the current share repurchase program to June 30,
2021. The Company expects to fund the repurchase out of its existing cash balance. As of December 31, 2020, the Company has purchased an
aggregate of 14,491,197 ADSs at an average purchase price of US$22.20, including repurchase commissions, which had been fully paid as of
December 31, 2020.
On March 31, 2021, the board of directors has approved changes to the share repurchase program, increasing the aggregate value of
shares that may be repurchased from US$500 million to US$1 billion and extending the effective time by two years through June 30, 2023. The
Company expects to fund the repurchases out of its existing cash balance. As of December 31, 2021, the Company has purchased an aggregate
of 36,074,242 ADSs at an average purchase price of US$25.21, including repurchase commissions, which had been fully paid as of December
31, 2021.
On November 17, 2022, the board of directors has approved further changes to the share repurchase program, increasing the aggregate
value of shares that may be repurchased from US$1 billion to US$1.5 billion and extending the effective time by one year through June 30,
2024. The Company expects to fund the repurchases out of its existing cash balance. As of December 31, 2022, the Company has purchased an
aggregate of 36,560,249 ADSs at an average purchase price of US$25.20, including repurchase commissions, which had been fully paid as of
December 31, 2022.
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ZTO EXPRESS (CAYMAN) INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(Amounts in thousands, except for share and per share data, unless otherwise stated)
20. Employee Benefit Plans
The Company’s PRC subsidiaries are required by law to contribute a certain percentages of applicable salaries for retirement benefits,
medical insurance benefits, housing funds, unemployment and other statutory benefits for full time employees. The Company contributed
RMB302,069, RMB379,168 and RMB403,621 for the years ended December 31, 2020, 2021 and 2022, respectively, for such benefits and has
no legal obligation for the benefits beyond the contribution made. The PRC government is responsible for the medical benefits and ultimate
liability to those employees.
21. Segment Information
The Company’s Chief Executive Officer, who has been identified as the chief operating decision maker (“CODM”), measures the
performance of each operating segment based on metrics of revenues and gross margin and uses these results to evaluate the performance of,
and to allocate resources to, each operating segments. The Company has two operating segments, express delivery and freight forwarding,
which are aggregated into one reportable segment in accordance with the quantitative criteria under U.S. GAAP.
The majority of the Company’s revenues for the years ended December 31, 2020, 2021 and 2022 were generated from the PRC. As of
December 31, 2021 and 2022, the majority of the long-lived assets of the Company are located in the PRC, and therefore no geographical
segments are presented.
22. Restricted Net Assets
Pursuant to the laws applicable to the PRC’s Foreign Investment Enterprises and local enterprises, the Company’s entities in the PRC
must make appropriation from after-tax profit to non-distributable reserve funds as determined by the Board of Directors of the Company.
The PRC laws and regulations permit payments of dividends by the Company’s subsidiaries and VIE incorporated in the PRC only out
of their retained earnings, if any, as determined in accordance with the PRC accounting standards and regulations. In addition, the Company’s
subsidiaries and VIE incorporated in the PRC are required to annually appropriate 10% of their net income to the statutory reserve prior to
payment of any dividends, unless such reserve has reached 50% of their respective registered capital. In addition, registered share capital and
capital reserve accounts are also restricted from withdrawal in the PRC, up to the amount of net assets held in each subsidiary and VIE.
The appropriation to these statutory reserves by the Company’s PRC entities were nil, nil and RMB78,326 for the years ended
December 31, 2020, 2021 and 2022, respectively. The accumulated statutory reserves as of December 31, 2021 and 2022 were RMB993,936
and RMB1,072,262, respectively.
As a result of these PRC laws and regulations and the requirement that distributions by the PRC entities can only be paid out of
distributable profits computed in accordance with PRC GAAP, the PRC entities are restricted from transferring a portion of their net assets to
the Company. Amounts restricted include paid-in capital, additional paid-in capital and the statutory reserves of the Company’s PRC
subsidiaries and VIE. As of December 31, 2022, the aggregate amount of capital and statutory reserves restricted which represented the amount
of net assets of the relevant subsidiaries and VIE in the Company not available for distribution was RMB 30,599,203.
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23. Subsequent Events
ZTO EXPRESS (CAYMAN) INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 and 2022
(Amounts in thousands, except for share and per share data, unless otherwise stated)
On March 14, 2023, the Company granted 535,955 restricted share units to certain director, executive officers and employees pursuant
to the 2016 Share Incentive Plan. In addition, the Company granted ordinary share units representing 877,264 Class A ordinary shares through
its employee incentive platform to certain executive officers and employees at nil subscription consideration. These grants vested immediately
upon grant. The fair value of these share awards is RMB254,976 based on the market price at US$26.27 of ordinary shares on the grant date,
which were expensed immediately.
On March 14, 2023, the board of directors approved a special dividend of US$0.37 per ADS for 2022 to the shareholders of record as
of the close of business on April 6, 2023.
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FINANCIAL STATEMENTS SCHEDULE I
ZTO EXPRESS (CAYMAN) INC.
FINANCIAL INFORMATION OF PARENT COMPANY
CONDENSED BALANCE SHEETS
(Amounts in thousands, except for share and per share data)
ASSETS
Current assets:
Cash and cash equivalents
Short-term investment
Amounts due from subsidiaries
Total current assets
Investments in equity investees including subsidiaries, consolidated VIE, VIE’s subsidiaries
TOTAL ASSETS
LIABILITIES AND EQUITY
Dividends payable
Other current liability
Short-term bank borrowing
Total current liabilities
Convertible senior notes
Total liabilities
Shareholders’ equity:
Ordinary shares (US$0.0001 par value; 10,000,000,000 shares Authorized; 826,943,309 shares
issued and 808,448,289 shares outstanding as of December 31, 2021; 826,943,309 shares
issued and 809,247,109 shares outstanding as of December 31, 2022)
Additional paid-in capital
Treasury shares, at cost (11,683,474 and 11,671,525 shares as of December 31, 2021 and 2022,
respectively)
Retained earnings
Accumulated other comprehensive loss
Total shareholders’ equity
TOTAL LIABILITIES AND EQUITY
F-50
2021
RMB
As of December 31,
2022
RMB
621,034
196,462
2,692,898
3,510,394
45,807,179
49,317,573
708
42,358
637,260
680,326
—
680,326
70,937
2,487,775
5,810,721
8,369,433
52,512,859
60,882,292
1,497
63,273
—
64,770
6,788,971
6,853,741
US$
(Note 4)
10,285
360,693
842,475
1,213,453
7,613,649
8,827,102
217
9,174
—
9,391
984,308
993,699
535
28,229,026
535
26,717,727
77
3,873,706
(2,067,009)
22,716,799
(242,104)
48,637,247
49,317,573
(2,062,530)
29,459,491
(86,672)
54,028,551
60,882,292
(299,039)
4,271,225
(12,566)
7,833,403
8,827,102
Table of Contents
FINANCIAL STATEMENTS SCHEDULE I
ZTO EXPRESS (CAYMAN) INC.
FINANCIAL INFORMATION OF PARENT COMPANY
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in thousands, except for share and per share data)
Operating expenses:
General and administrative
Other operating income, net
Total operating expenses
Interest income
Interest expense
Income/(loss) from operations
(Loss)/gain from fair value change at financial instruments
Income before income tax and share of loss in equity method investments
Income tax expense
Share of profit in subsidiaries, consolidated VIE, VIE’s subsidiaries
Net income attributable to ZTO Express (Cayman) Inc.
Net income attributable to ordinary shareholders
Other comprehensive income/(loss), net of tax of nil
Foreign currency translation adjustment
Comprehensive income
F-51
2020
RMB
Year ended December 31,
2021
RMB
2022
RMB
(284,193)
146,168
(138,025)
199,991
—
61,966
(2,948)
59,018
(62,887)
4,316,082
4,312,213
4,312,213
(251,146)
54,620
(196,526)
72,987
(2,206)
(125,745)
(40,916)
(166,661)
(23,101)
4,944,589
4,754,827
4,754,827
(197,209)
59,881
(137,328)
22,927
(64,412)
(178,813)
15,995
(162,818)
(19,987)
6,991,861
6,809,056
6,809,056
US$
(Note 4)
(28,593)
8,682
(19,911)
3,324
(9,339)
(25,926)
2,319
(23,607)
(2,898)
1,013,724
987,219
987,219
(771,291)
3,540,922
(146,533)
4,608,294
155,432
6,964,488
22,536
1,009,755
Table of Contents
FINANCIAL STATEMENTS SCHEDULE I
ZTO EXPRESS (CAYMAN) INC.
FINANCIAL INFORMATION OF PARENT COMPANY
CONDENSED STATEMENTS OF CASH FLOWS
(Amounts in thousands, except for share and per share data)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash used by operating activities
Share-based compensation
Share of profit in subsidiaries and VIE
Changes in operating assets and liabilities:
Prepayments and other current assets
Deferred income tax
Other current liabilities
Other non-current liabilities
Net cash provided by operating activities
Cash flows from investing activities:
Loans to and investments in subsidiaries, consolidated VIE, VIE’s subsidiaries
and equity investees
Purchases of short-term investment
Maturity of short-term investment
Maturity of long-term investment
Net cash provided by /(used in) investing activities
Cash flows from financing activities:
Proceeds from issuance of ordinary shares, net of issuance cost and
commission paid of RMB69,498
Payment of issuance cost
Payment of dividends
Proceeds from issuance of convertible senior notes, net of issuance cost paid
and capped call option
Repurchase of ordinary shares
Proceeds from short-term borrowing
Repayment of short-term borrowing
Net cash (used in)/provided by financing activities
Effect of exchange rate changes on cash, cash equivalents
Net change in cash, cash equivalents
Cash, cash equivalents, beginning of year
Cash, cash equivalents, end of year
2020
RMB
Year ended December 31,
2021
RMB
2022
RMB
US$
(Note 4)
4,312,213
4,754,827
6,809,056
987,219
264,154
(4,316,082)
248,027
(4,944,589)
178,980
(6,991,861)
25,950
(1,013,724)
105,610
28,146
—
(90,877)
303,164
13,013
—
17,598
—
88,876
—
—
19,463
—
15,638
(10,010,593)
(6,095,450)
12,297,430
—
(3,808,613)
(1,249,655)
(8,268,243)
10,552,118
645,110
1,679,330
(2,580,373)
(4,171,949)
1,840,751
—
(4,911,571)
9,771,782
—
—
(887)
(1,649,308)
(1,353,969)
—
(228)
(1,323,205)
—
(1,228,341)
—
—
6,894,133
(339,801)
3,048,883
394,741
3,443,624
(3,810,586)
647,386
—
6,416,762
(84,547)
655,520
— (1,442,104)
4,222,198
123,638
(550,097)
621,034
70,937
(4,518,056)
(72,740)
(2,822,590)
3,443,624
621,034
Year ended December 31,
2020
RMB
2021
RMB
2022
RMB
—
—
2,823
—
2,268
(374,119)
(604,876)
266,884
—
(712,111)
—
(33)
(191,847)
930,343
(12,258)
95,041
(209,085)
612,161
17,926
(79,756)
90,041
10,285
US$
(Note 4)
Supplemental disclosure on non-cash information
Cash dividends declared in payables
9,673
321
730
106
F-52
Table of Contents
FINANCIAL STATEMENTS SCHEDULE I
ZTO EXPRESS (CAYMAN) INC.
FINANCIAL INFORMATION OF PARENT COMPANY
NOTES TO SCHEDULE I
1) Schedule 1 has been provided pursuant to the requirements of Rule 12-04(a) and 5-04(c) of Regulation S-X, which require condensed
financial information as to the financial position, changes in financial position and results of operations of a parent company as of the
same dates and for the same periods for which audited consolidated financial statements have been presented when the restricted net
assets of consolidated subsidiaries exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal
year. The Company does not include condensed financial information as to the changes in equity as such financial information is the
same as the consolidated statements of changes in shareholders’ equity.
2) The condensed financial information has been prepared using the same accounting policies as set out in the consolidated financial
statements except that the equity method has been used to account for investments in its subsidiaries and VIE. For the parent company,
the Company records its investments in subsidiaries and VIE under the equity method of accounting as prescribed in ASC 323,
Investments—Equity Method and Joint Ventures. Such investments are presented on the Condensed Balance Sheets as “Investment in
subsidiaries and VIE” and the subsidiaries and VIE’s profit or loss as “Equity in profit/loss of subsidiaries and VIE” on the Condensed
Statements of Operations and Comprehensive Income.
3) As of December 31, 2021 and 2022, there were no material contingencies, significant provisions of long-term obligations, mandatory
dividend or guarantees of the Company.
4) Translations of balances in the additional financial information of Parent Company- Financial Statements Schedule I from RMB into
US$ as of and for the year ended December 31, 2022 are solely for the convenience of the readers and were calculated at the rate of
6.8972, representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on December 30,
2022. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that
rate on December 30, 2022, or at any other rate.
F-53
Exhibit 1.2
THE COMPANIES ACT (AS REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
FOURTH AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
ZTO EXPRESS (CAYMAN) INC.
中通快遞（開曼）有限公司
1.
2.
3.
4.
5.
6.
7.
(adopted by a Special Resolution passed on 14 April 2023 and effective on 1 May 2023)
The name of the Company is ZTO Express (Cayman) Inc. 中通快遞（開曼）有限公司.
The Registered Office of the Company will be situated at the offices of Maples Corporate Services Limited, PO Box 309, Ugland
House, Grand Cayman, KY1-1104, Cayman Islands, or at such other location within the Cayman Islands as the Directors may from
time to time determine.
The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out
any object not prohibited by the Companies Act or any other law of the Cayman Islands.
The Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question
of corporate benefit as provided by the Companies Act.
The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the
Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company
effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the
carrying on of its business outside the Cayman Islands.
The liability of each Shareholder is limited to the amount, if any, unpaid on the Shares held by such Shareholder.
The authorised share capital of the Company is US$1,000,000 divided into 10,000,000,000 shares comprising of (i) 8,000,000,000
Class A Ordinary Shares of a par value of US$0.0001 each, (ii) 1,000,000,000 Class B Ordinary Shares of a par value of US$0.0001
each and (iii) 1,000,000,000 shares of a par value of US$0.0001 each of such class or classes (however designated) as the board of
directors may determine in
1
accordance with Article 9 of the Articles. Subject to the Companies Act and the Articles, the Company shall have power to redeem or
purchase any of its Shares and to increase or reduce its authorised share capital and to sub-divide or consolidate the said Shares or any
of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference,
priority, special privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so
that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or
otherwise shall be subject to the powers on the part of the Company hereinbefore provided.
8.
9.
The Company has the power contained in the Companies Act to deregister in the Cayman Islands and be registered by way of
continuation in some other jurisdiction.
Capitalised terms that are not defined in this Memorandum of Association bear the same meanings as those given in the Articles of
Association of the Company.
2
THE COMPANIES ACT (AS REVISED)
OF THE CAYMAN ISLANDS
COMPANY LIMITED BY SHARES
FOURTH AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
OF
ZTO EXPRESS (CAYMAN) INC.
中通快遞（開曼）有限公司
(adopted by a Special Resolution passed on 14 April 2023 and effective on 1 May 2023)
TABLE A
The regulations contained or incorporated in Table ‘A’ in the First Schedule of the Companies Act shall not apply to the Company and the
following Articles shall comprise the Articles of Association of the Company.
INTERPRETATION
1.
In these Articles the following defined terms will have the meanings ascribed to them, if not inconsistent with the subject or context:
“ADS”
means an American Depositary Share representing Class A Ordinary Shares;
“Affiliate”
means in respect of a Person, any other Person that, directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with, such Person, and (i) in the case of a natural person, shall
include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law, father-in-law, brothers-in-
law and sisters-in-law, a trust for the benefit of any of the foregoing, and a corporation, partnership or any other entity
wholly or jointly owned by any of the foregoing, and (ii) in the case of an entity, shall include a partnership, a
corporation or any other entity or any natural person which directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, such entity. The term “control” shall mean the ownership,
directly or indirectly, of shares possessing more than fifty percent (50%) of the voting power of the corporation,
partnership or other entity (other than, in the case of a corporation, securities having such power only by reason of the
happening of a contingency), or having the power to control the management or elect a majority of members to the
board of
3
directors or equivalent decision-making body of such corporation, partnership or other entity;
“Articles”
means these articles of association of the Company, as amended or substituted from time to time;
“Board” and
“Board of
Directors” and
“Directors”
means the directors of the Company for the time being, or as the case may be, the directors assembled as a board or as
a committee thereof;
“Chairman”
means the chairman of the Board of Directors;
“Class” or
“Classes”
means any class or classes of Shares as may from time to time be issued by the Company;
“Class A
Ordinary Share”
means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class A
Ordinary Shares and having the rights provided for in these Articles;
“Class B Ordinary
Share”
means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class B
Ordinary Share and having the rights provided for in these Articles;
“Commission”
means the Securities and Exchange Commission of the United States of America or any other federal agency for the
time being administering the Securities Act;
“Communication
Facilities”
means video, video-conferencing, internet or online conferencing applications, telephone or tele-conferencing, and/or
any other video-communications, internet or online conferencing application or telecommunications facilities by
means of which all Persons participating in a meeting are capable of hearing and being heard by each other;
“Companies
Ordinance”
“Company”
means the Companies Ordinance (Cap. 622 of the Laws of Hong Kong) as in force from time to time;
means ZTO Express (Cayman) Inc. 中通快遞（開曼）有限公司, a Cayman Islands exempted company;
“Companies Act” means the Companies Act (As Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof;
“Company’s
Website”
means the main corporate/investor relations website of the Company, the address or domain name of which has been
notified to Shareholders;
“Corporate
means the corporate governance committee of the Board established
4
Governance
Committee”
“Corporate
Governance
Report”
in accordance with Article 111;
means the corporate governance report to be included in the Company’s annual reports or summary financial reports,
if any, in accordance with the Listing Rules;
“Designated Stock
Exchange”
means (i) the stock exchange in the United States on which any Shares and ADSs are listed for trading or (ii) the
Hong Kong Stock Exchange on which any Shares are listed for trading;
“Designated Stock
Exchange Rules”
means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original
and continued listing of any Shares or ADSs on any Designated Stock Exchange, and for the avoidance of doubt,
include the Listing Rules;
“Director”
means any director from time to time of the Company;
“electronic”
has the meaning given to it in the Electronic Transactions Act and any amendment thereto or re-enactments thereof
for the time being in force and includes every other law incorporated therewith or substituted therefor;
“electronic
communication”
means electronic posting to the Company’s Website, transmission to any number, address or internet website or other
electronic delivery methods as otherwise decided and approved by not less than two-thirds of the vote of the Board;
“electronic
record”
has the meaning given to it in the Electronic Transactions Act and any amendment thereto or re-enactments thereof
for the time being in force and includes every other law incorporated therewith or substituted therefor;
“Electronic
Transactions Act”
means the Electronic Transactions Act (As Revised) of the Cayman Islands and any statutory amendment or re-
enactment thereof;
“Hong Kong”
means the Hong Kong Special Administrative Region of the People’s Republic of China;
means The Stock Exchange of Hong Kong Limited.
means a Director recognized as such by the relevant code, rules and regulations applicable to the listing of shares on
the Hong Kong Stock Exchange;
“Hong Kong
Stock Exchange”
“Independent
Non-executive
Director”
“Listing Rules”
means the Rules Governing the Listing of Securities on the Hong
5
“Memorandum of
Association”
“Nominating and
Corporate
Governance
Committee”
“Nomination
Committee”
“Ordinary
Resolution”
Kong Stock Exchange as amended from time to time.
means the memorandum of association of the Company, as amended or substituted from time to time;
shall have the meaning ascribed to it under Article 107;
means the nomination committee of the Board established in accordance with Article 107;
means a resolution:
(a)
(b)
passed by a simple majority of the votes cast by such Shareholders as, being entitled to do so, vote in person or,
where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives, at
a general meeting of the Company held in accordance with these Articles; or
approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company in one or
more instruments each signed by one or more of the Shareholders and the effective date of the resolution so
adopted shall be the date on which the instrument, or the last of such instruments, if more than one, is executed;
“Ordinary Share” means a Class A Ordinary Share or a Class B Ordinary Share;
“paid up”
means paid up as to the par value in respect of the issue of any Shares and includes credited as paid up;
“Person”
“Present”
means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether
or not having a separate legal personality) or any of them as the context so requires;
means in respect of any Person, such Person’s presence at a general meeting of Shareholders (or any meeting of the
holders of any Class of Shares), which may be satisfied by means of such Person or, if a corporation or other non-
natural Person, its duly authorized representative (or, in the case of any Shareholder, a proxy which has been validly
appointed by such Shareholder in accordance with these Articles), being: (a) physically present at the meeting; or (b)
in the case of any meeting at which Communication Facilities are permitted in accordance with these Articles,
including any Virtual Meeting, connected by means of the use of such Communication
6
Facilities;
“Register”
means the register of Members of the Company maintained in accordance with the Companies Act;
“Registered
Office”
means the registered office of the Company as required by the Companies Act;
“Seal”
means the common seal of the Company (if adopted) including any facsimile thereof;
“Secretary”
means any Person appointed by the Directors to perform any of the duties of the secretary of the Company;
“Securities Act”
means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the
rules and regulations of the Commission thereunder, all as the same shall be in effect at the time;
“Share”
means a share in the share capital of the Company. All references to “Shares” herein shall be deemed to be Shares of
any or all Classes as the context may require. For the avoidance of doubt in these Articles the expression “Share”
shall include a fraction of a Share;
“Shareholder” or
“Member”
“Share Premium
Account”
“signed”
“Special
Resolution”
means a Person who is registered as the holder of one or more Shares in the Register;
means the share premium account established in accordance with these Articles and the Companies Act;
means bearing a signature or representation of a signature affixed by mechanical means or an electronic symbol or
process attached to or logically associated with an electronic communication and executed or adopted by a Person
with the intent to sign the electronic communication;
shall have the same meaning as ascribed thereto in the Companies Act and for the purpose of these Articles, the
requisite majority shall be super-majority vote, being not less than three-fourths of the votes of such Shareholders as,
being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their
duly authorized representatives, at a general meeting of the Company of which notice specifying the intention to
propose the resolution as a special resolution has been duly given, and includes a unanimous written resolution passed
pursuant to Article 84. In computing the majority on a poll regard shall be had to the number of votes to which each
Member is entitled by the
7
Articles;
“Takeovers Code” means the Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission of
Hong Kong;
“United States”
means the United States of America, its territories, its possessions and all areas subject to its jurisdiction; and
“Virtual Meeting” means any general meeting of the Shareholders (or any meeting of the holders of any Class of Shares) at which the
Shareholders (and any other permitted participants of such meeting, including without limitation the chairman of the
meeting and any Directors) are permitted to attend and participate solely by means of Communication Facilities.
2.
In these Articles, save where the context requires otherwise:
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
words importing the singular number shall include the plural number and vice versa;
words importing the masculine gender only shall include the feminine gender and any Person as the context may require;
the word “may” shall be construed as permissive and the word “shall” shall be construed as imperative;
reference to a dollar or dollars (or US$) and to a cent or cents is reference to dollars and cents of the United States of
America;
reference to a statutory enactment shall include reference to any amendment or re-enactment thereof for the time being in
force;
reference to any determination by the Directors shall be construed as a determination by the Directors in their sole and
absolute discretion and shall be applicable either generally or in any particular case;
reference to “in writing” shall be construed as written or represented by any means reproducible in writing, including any
form of print, lithograph, email, facsimile, photograph or telex or represented by any other substitute or format for storage or
transmission for writing including in the form of an electronic record or partly one and partly another;
any requirements as to delivery under the Articles include delivery in the form of an electronic record or an electronic
communication;
8
3.
4.
5.
6.
7.
8.
(i)
(j)
any requirements as to execution or signature under the Articles, including the execution of the Articles themselves, can be
satisfied in the form of an electronic signature as defined in the Electronic Transactions Act; and
Sections 8 and 19(3) of the Electronic Transactions Act shall not apply.
Subject to the last two preceding Articles, any words defined in the Companies Act shall, if not inconsistent with the subject or
context, bear the same meaning in these Articles.
The business of the Company may be conducted as the Directors see fit.
PRELIMINARY
The Registered Office shall be at such address in the Cayman Islands as the Directors may from time to time determine. The Company
may in addition establish and maintain such other offices and places of business and agencies in such places as the Directors may from
time to time determine.
The expenses incurred in the formation of the Company and in connection with the offer for subscription and issue of Shares shall be
paid by the Company. Such expenses may be amortised over such period as the Directors may determine and the amount so paid shall
be charged against income and/or capital in the accounts of the Company as the Directors shall determine.
The Directors shall keep, or cause to be kept, the Register at such place as the Directors may from time to time determine and, in the
absence of any such determination, the Register shall be kept at the Registered Office.
SHARES
Subject to these Articles and the Listing Rules, all Shares for the time being unissued shall be under the control of the Directors who
may, in their absolute discretion and without the approval of the Members, cause the Company to:
(a)
(b)
issue, allot and dispose of Shares (including, without limitation, preferred shares) (whether in certificated form or non-
certificated form) to such Persons, in such manner, on such terms and having such rights and being subject to such
restrictions as they may from time to time determine;
grant rights over Shares or other securities to be issued in one or more classes or series as they deem necessary or appropriate
and determine the designations, powers, preferences, privileges and other rights attaching to such Shares or securities,
including dividend rights, voting rights, conversion rights, terms of redemption and liquidation preferences, any or all of
which may be greater than the powers, preferences, privileges and rights associated with the then issued and outstanding
Shares, at such times and on such other terms as they think proper; and
9
(c)
grant options with respect to Shares and issue warrants or similar instruments with respect thereto.
9.
Subject to the Articles and in compliance with the Listing Rules and the Takeovers Code, the Directors may authorise the division of
Shares into any number of Classes and the different Classes shall be authorised, established and designated (or re-designated as the
case may be) and the variations in the relative rights (including, without limitation, voting, dividend and redemption rights),
restrictions, preferences, privileges and payment obligations as between the different Classes (if any) may be fixed and determined by
the Directors or by a Special Resolution. Subject to the Articles and in compliance with the Listing Rules and the Takeovers Code, the
Directors may issue Shares with such preferred or other rights, all or any of which may be greater than the rights of Ordinary Shares,
at such time and on such terms as they may think appropriate. Notwithstanding Article 17, the Directors may issue from time to time,
out of the authorised share capital of the Company (other than the authorised but unissued Ordinary Shares), series of preferred shares
in their absolute discretion and without approval of the Members; provided, however, before any preferred shares of any such series
are issued, the Directors shall by resolution of Directors determine, with respect to any series of preferred shares, the terms and rights
of that series, including:
(a)
(b)
(c)
(d)
(e)
(f)
the designation of such series, the number of preferred shares to constitute such series and the subscription price thereof if
different from the par value thereof;
whether the preferred shares of such series shall have voting rights, in addition to any voting rights provided by law, and, if
so, the terms of such voting rights, which may be general or limited;
the dividends, if any, payable on such series, whether any such dividends shall be cumulative, and, if so, from what dates, the
conditions and dates upon which such dividends shall be payable, and the preference or relation which such dividends shall
bear to the dividends payable on any shares of any other class or any other series of shares;
whether the preferred shares of such series shall be subject to redemption by the Company, and, if so, the times, prices and
other conditions of such redemption;
whether the preferred shares of such series shall have any rights to receive any part of the assets available for distribution
amongst the Members upon the liquidation of the Company, and, if so, the terms of such liquidation preference, and the
relation which such liquidation preference shall bear to the entitlements of the holders of shares of any other class or any
other series of shares;
whether the preferred shares of such series shall be subject to the operation of a retirement or sinking fund and, if so, the
extent to and manner in which any
10
such retirement or sinking fund shall be applied to the purchase or redemption of the preferred shares of such series for
retirement or other corporate purposes and the terms and provisions relative to the operation thereof;
(g)
(h)
(i)
(j)
whether the preferred shares of such series shall be convertible into, or exchangeable for, shares of any other class or any
other series of preferred shares or any other securities and, if so, the price or prices or the rate or rates of conversion or
exchange and the method, if any, of adjusting the same, and any other terms and conditions of conversion or exchange;
the limitations and restrictions, if any, to be effective while any preferred shares of such series are outstanding upon the
payment of dividends or the making of other distributions on, and upon the purchase, redemption or other acquisition by the
Company of, the existing shares or shares of any other class of shares or any other series of preferred shares;
the conditions or restrictions, if any, upon the creation of indebtedness of the Company or upon the issue of any additional
shares, including additional shares of such series or of any other class of shares or any other series of preferred shares; and
any other powers, preferences and relative, participating, optional and other special rights, and any qualifications, limitations
and restrictions thereof;
and, for such purposes, the Directors may reserve an appropriate number of Shares for the time being unissued. The Company shall
not issue Shares to bearer.
The Company may insofar as may be permitted by law, pay a commission to any Person in consideration of his subscribing or
agreeing to subscribe whether absolutely or conditionally for any Shares. Such commissions may be satisfied by the payment of cash
or the lodgement of fully or partly paid-up Shares or partly in one way and partly in the other. The Company may also pay such
brokerage as may be lawful on any issue of Shares.
The Directors may refuse to accept any application for Shares, and may accept any application in whole or in part, for any reason or
for no reason.
CLASS A ORDINARY SHARES AND CLASS B ORDINARY SHARES
Holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class on all resolutions
submitted to a vote by the Members. Each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject
to vote at general meetings of the Company, and each Class B Ordinary Share shall entitle the holder thereof to ten (10) votes on all
matters subject to vote at general meetings of the Company.
Each Class B Ordinary Share is convertible into one (1) Class A Ordinary Share at any time at the option of the holder thereof. The
right to convert shall be exercisable
10.
11.
12.
13.
11
by the holder of the Class B Ordinary Share delivering a written notice to the Company that such holder elects to convert a specified
number of Class B Ordinary Shares into Class A Ordinary Shares. In no event shall Class A Ordinary Shares be convertible into Class
B Ordinary Shares. Each Class B Ordinary Share shall automatically be re-designated into one Class A Ordinary Share without any
action being required by the holders of Class B Ordinary Shares and whether or not the certificates representing such shares are
surrendered to the Company or its transfer agent, if at any time Mr. LAI Meisong and his affiliates collectively hold less than ten
percent (10%) of the issued Shares in the capital of the Company, and no Class B Ordinary Shares shall be issued by the Company
thereafter.
Any conversion of Class B Ordinary Shares into Class A Ordinary Shares pursuant to these Articles shall be effected by means of the
re-designation of each relevant Class B Ordinary Share as a Class A Ordinary Share. Such conversion shall become effective
forthwith upon entries being made in the Register to record the re-designation of the relevant Class B Ordinary Shares as Class A
Ordinary Shares.
Upon any sale, transfer, assignment or disposition of any Class B Ordinary Share by a Shareholder to any person who is not an
Affiliate of such Shareholder, or upon a change of ultimate beneficial ownership of any Class B Ordinary Share to any Person who is
not an Affiliate of the registered shareholder of such Share, such Class B Ordinary Share shall be automatically and immediately
converted into one Class A Ordinary Share. For the avoidance of doubt, (i) a sale, transfer, assignment or disposition shall be effective
upon the Company’s registration of such sale, transfer, assignment or disposition in its Register; and (ii) the creation of any pledge,
charge, encumbrance or other third party right of whatever description on any Class B Ordinary Shares to secure a holder’s contractual
or legal obligations shall not be deemed as a sale, transfer, assignment or disposition unless and until any such pledge, charge,
encumbrance or other third party right is enforced and results in the third party holding legal title to the relevant Class B Ordinary
Shares, in which case all the related Class B Ordinary Shares shall be automatically converted into the same number of Class A
Ordinary Shares. For purpose of this Article 15, beneficial ownership shall have the meaning set forth in Rule 13d-3 under the United
States Securities Exchange Act of 1934, as amended.
Save and except for voting rights and conversion rights as set out in Articles 12 to 16 (inclusive), the Class A Ordinary Shares and the
Class B Ordinary Shares shall rank pari passu with one another and shall have the same rights, preferences, privileges and restrictions.
MODIFICATION OF RIGHTS
Whenever the capital of the Company is divided into different Classes the rights attached to any such Class may, subject to any rights
or restrictions for the time being attached to any Class, only be materially adversely varied with the consent in writing of the holders
of three-fourths (3/4) of the issued Shares of that Class or with the sanction of a Special Resolution passed at a separate meeting of the
holders of the
14.
15.
16.
17.
12
Shares of that Class. To every such separate meeting all the provisions of these Articles relating to general meetings of the Company
or to the proceedings thereat shall, mutatis mutandis, apply, except that the necessary quorum shall be one or more Persons holding or
representing by proxy at least one-third (1/3) in nominal or par value amount of the issued Shares of the relevant Class (but so that if
at any adjourned meeting of such holders a quorum as above defined is not Present, those Shareholders who are Present shall form a
quorum) and that, subject to any rights or restrictions for the time being attached to the Shares of that Class, every Shareholder of the
Class shall on a poll have one vote for each Share of the Class held by him.
The rights conferred upon the holders of the Shares of any Class issued with preferred or other rights shall not, subject to any rights or
restrictions for the time being attached to the Shares of that Class, be deemed to be materially adversely varied by, inter alia, the
creation, allotment or issue of further Shares ranking pari passu with or subsequent to them or the redemption or purchase of any
Shares of any Class by the Company.
CERTIFICATES
Every Person whose name is entered as a Member in the Register may, without payment and upon its written request, request a
certificate within two calendar months after allotment or lodgment of transfer (or within such other period as the conditions of issue
shall provide) in the form determined by the Directors. All certificates shall specify the Share or Shares held by that Person, provided
that in respect of a Share or Shares held jointly by several Persons the Company shall not be bound to issue more than one certificate,
and delivery of a certificate for a Share to one of several joint holders shall be sufficient delivery to all. All certificates for Shares shall
be delivered personally or sent through the post addressed to the Member entitled thereto at the Member’s registered address as
appearing in the Register.
Every share certificate of the Company shall bear legends required under the applicable laws, including the Securities Act.
Any two or more certificates representing Shares of any one Class held by any Member may at the Member’s request be cancelled and
a single new certificate for such Shares issued in lieu on payment (if the Directors shall so require) of one dollar (US$1.00) or such
smaller sum as the Directors shall determine.
If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed, a new certificate representing the
same Shares may be issued to the relevant Member upon request, subject to delivery up of the old certificate or (if alleged to have
been lost, stolen or destroyed) compliance with such conditions as to evidence and indemnity and the payment of out-of-pocket
expenses of the Company in connection with the request as the Directors may think fit.
In the event that Shares are held jointly by several Persons, any request may be made by any one of the joint holders and if so made
shall be binding on all of the joint holders.
18.
19.
20.
21.
22.
23.
13
24.
25.
26.
27.
28.
FRACTIONAL SHARES
The Directors may issue fractions of a Share and, if so issued, a fraction of a Share shall be subject to and carry the corresponding
fraction of liabilities (whether with respect to nominal or par value, premium, contributions, calls or otherwise), limitations,
preferences, privileges, qualifications, restrictions, rights (including, without prejudice to the generality of the foregoing, voting and
participation rights) and other attributes of a whole Share. If more than one fraction of a Share of the same Class is issued to or
acquired by the same Shareholder such fractions shall be accumulated.
LIEN
The Company has a first and paramount lien on every Share (whether or not fully paid) for all amounts (whether presently payable or
not) payable at a fixed time or called in respect of that Share. The Company also has a first and paramount lien on every Share
registered in the name of a Person indebted or under liability to the Company (whether he is the sole registered holder of a Share or
one of two or more joint holders) for all amounts owing by him or his estate to the Company (whether or not presently payable). The
Directors may at any time declare a Share to be wholly or in part exempt from the provisions of this Article. The Company’s lien on a
Share extends to any amount payable in respect of it, including but not limited to dividends.
The Company may sell, in such manner as the Directors in their absolute discretion think fit, any Share on which the Company has a
lien, but no sale shall be made unless an amount in respect of which the lien exists is presently payable nor until the expiration of
fourteen calendar days after a notice in writing, demanding payment of such part of the amount in respect of which the lien exists as is
presently payable, has been given to the registered holder for the time being of the Share, or the Persons entitled thereto by reason of
his death or bankruptcy.
For giving effect to any such sale the Directors may authorise a Person to transfer the Shares sold to the purchaser thereof. The
purchaser shall be registered as the holder of the Shares comprised in any such transfer and he shall not be bound to see to the
application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings in
reference to the sale.
The proceeds of the sale after deduction of expenses, fees and commission incurred by the Company shall be received by the
Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue
shall (subject to a like lien for sums not presently payable as existed upon the Shares prior to the sale) be paid to the Person entitled to
the Shares immediately prior to the sale.
CALLS ON SHARES
29.
Subject to the terms of the allotment, the Directors may from time to time make calls upon the Shareholders in respect of any moneys
unpaid on their Shares, and each
14
Shareholder shall (subject to receiving at least fourteen calendar days’ notice specifying the time or times of payment) pay to the
Company at the time or times so specified the amount called on such Shares. A call shall be deemed to have been made at the time
when the resolution of the Directors authorising such call was passed.
The joint holders of a Share shall be jointly and severally liable to pay calls in respect thereof.
If a sum called in respect of a Share is not paid before or on the day appointed for payment thereof, the Person from whom the sum is
due shall pay interest upon the sum at the rate of eight percent per annum from the day appointed for the payment thereof to the time
of the actual payment, but the Directors shall be at liberty to waive payment of that interest wholly or in part.
The provisions of these Articles as to the liability of joint holders and as to payment of interest shall apply in the case of non-payment
of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the amount of the Share,
or by way of premium, as if the same had become payable by virtue of a call duly made and notified.
The Directors may make arrangements with respect to the issue of partly paid Shares for a difference between the Shareholders, or the
particular Shares, in the amount of calls to be paid and in the times of payment.
The Directors may, if they think fit, receive from any Shareholder willing to advance the same all or any part of the moneys uncalled
and unpaid upon any partly paid Shares held by him, and upon all or any of the moneys so advanced may (until the same would, but
for such advance, become presently payable) pay interest at such rate (not exceeding without the sanction of an Ordinary Resolution,
eight percent per annum) as may be agreed upon between the Shareholder paying the sum in advance and the Directors. No such sum
paid in advance of calls shall entitle the Member paying such sum to any portion of a dividend declared in respect of any period prior
to the date upon which such sum would, but for such payment, become presently payable.
FORFEITURE OF SHARES
If a Shareholder fails to pay any call or instalment of a call in respect of partly paid Shares on the day appointed for payment, the
Directors may, at any time thereafter during such time as any part of such call or instalment remains unpaid, serve a notice on him
requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.
The notice shall name a further day (not earlier than the expiration of fourteen calendar days from the date of the notice) on or before
which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time
appointed, the Shares in respect of which the call was made will be liable to be forfeited.
30.
31.
32.
33.
34.
35.
36.
15
37.
38.
39.
40.
41.
42.
43.
If the requirements of any such notice as aforesaid are not complied with, any Share in respect of which the notice has been given may
at any time thereafter, before the payment required by notice has been made, be forfeited by a resolution of the Directors to that effect.
A forfeited Share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit, and at any time
before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit.
A Person whose Shares have been forfeited shall cease to be a Shareholder in respect of the forfeited Shares, but shall,
notwithstanding, remain liable to pay to the Company all moneys which at the date of forfeiture were payable by him to the Company
in respect of the Shares forfeited, but his liability shall cease if and when the Company receives payment in full of the amount unpaid
on the Shares forfeited.
A certificate in writing under the hand of a Director of the Company that a Share has been duly forfeited on a date stated in the
certificate shall be conclusive evidence of the facts in the declaration as against all Persons claiming to be entitled to the Share.
The Company may receive the consideration, if any, given for a Share on any sale or disposition thereof pursuant to the provisions of
these Articles as to forfeiture and may execute a transfer of the Share in favour of the Person to whom the Share is sold or disposed of
and that Person shall be registered as the holder of the Share and shall not be bound to see to the application of the purchase money, if
any, nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings in reference to the disposition or
sale.
The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which by the terms of issue of a
Share becomes due and payable, whether on account of the amount of the Share, or by way of premium, as if the same had been
payable by virtue of a call duly made and notified.
TRANSFER OF SHARES
The instrument of transfer of any Share shall be in writing and in any usual or common form or such other form as the Directors may,
in their absolute discretion, approve and be executed by or on behalf of the transferor and if in respect of a nil or partly paid up Share,
or if so required by the Directors, shall also be executed on behalf of the transferee and shall be accompanied by the certificate (if any)
of the Shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to
make the transfer. The instrument of transfer of any Share shall be in writing and shall be executed with a manual signature or
facsimile signature (which may be machine imprinted or otherwise) by or on behalf of the transferor and transferee provided that in
the case of execution by facsimile signature by or on behalf of a transferor or transferee, the Board shall have previously been
provided with a list of specimen signatures of the authorised signatories of such transferor or transferee and the Board shall be
reasonably satisfied that such facsimile signature corresponds to one of those specimen signatures. The transferor shall be
16
deemed to remain a Shareholder until the name of the transferee is entered in the Register in respect of the relevant Shares.
44. (a)
The Directors may in their absolute discretion decline to register any transfer of Shares which is not fully paid up or on which
the Company has a lien.
(b)
The Directors may also decline to register any transfer of any Share unless:
(i)
the instrument of transfer is lodged with the Company, accompanied by the certificate for the Shares to which it
relates and such other evidence as the Board may reasonably require to show the right of the transferor to make the
transfer;
(ii)
the instrument of transfer is in respect of only one Class of Shares;
(iii)
the instrument of transfer is properly stamped, if required;
(iv)
(v)
in the case of a transfer to joint holders, the number of joint holders to whom the Share is to be transferred does not
exceed four; and
a fee of such maximum sum as the Designated Stock Exchange may determine to be payable, or such lesser sum as
the Board of Directors may from time to time require, is paid to the Company in respect thereof.
The registration of transfers may, on ten calendar days’ notice being given by advertisement in such one or more newspapers, by
electronic means or by any other means in accordance with the Designated Stock Exchange Rules, be suspended and the Register
closed at such times and for such periods as the Directors may, in their absolute discretion, from time to time determine, provided
always that such registration of transfer shall not be suspended nor the Register closed for more than thirty calendar days in any
calendar year.
All instruments of transfer that are registered shall be retained by the Company. If the Directors refuse to register a transfer of any
Shares, they shall within three calendar months after the date on which the transfer was lodged with the Company send notice of the
refusal to each of the transferor and the transferee.
TRANSMISSION OF SHARES
The legal personal representative of a deceased sole holder of a Share shall be the only Person recognised by the Company as having
any title to the Share. In the case of a Share registered in the name of two or more holders, the survivors or survivor, or the legal
personal representatives of the deceased survivor, shall be the only Person recognised by the Company as having any title to the Share.
Any Person becoming entitled to a Share in consequence of the death or bankruptcy of a Shareholder shall, upon such evidence being
produced as may from time to time
45.
46.
47.
48.
17
be required by the Directors, have the right either to be registered as a Shareholder in respect of the Share or, instead of being
registered himself, to make such transfer of the Share as the deceased or bankrupt Person could have made; but the Directors shall, in
either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the
deceased or bankrupt Person before the death or bankruptcy.
A Person becoming entitled to a Share by reason of the death or bankruptcy of a Shareholder shall be entitled to the same dividends
and other advantages to which he would be entitled if he were the registered Shareholder, except that he shall not, before being
registered as a Shareholder in respect of the Share, be entitled in respect of it to exercise any right conferred by membership in relation
to meetings of the Company, provided however, that the Directors may at any time give notice requiring any such Person to elect
either to be registered himself or to transfer the Share, and if the notice is not complied with within ninety calendar days, the Directors
may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the Share until the requirements of
the notice have been complied with.
REGISTRATION OF EMPOWERING INSTRUMENTS
The Company shall be entitled to charge a fee not exceeding one U.S. dollar (US$1.00) on the registration of every probate, letters of
administration, certificate of death or marriage, power of attorney, notice in lieu of distringas, or other instrument.
ALTERATION OF SHARE CAPITAL
The Company may from time to time by Ordinary Resolution increase the share capital by such sum, to be divided into Shares of such
Classes and amount, as the resolution shall prescribe.
49.
50.
51.
52.
The Company may by Ordinary Resolution:
(a)
(b)
(c)
(d)
increase its share capital by new Shares of such amount as it thinks expedient;
consolidate and divide all or any of its share capital into Shares of a larger amount than its existing Shares;
subdivide its Shares, or any of them, into Shares of an amount smaller than that fixed by the Memorandum, provided that in
the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the
same as it was in case of the Share from which the reduced Share is derived; and
cancel any Shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any Person
and diminish the amount of its share capital by the amount of the Shares so cancelled.
18
53.
The Company may by Special Resolution reduce its share capital and any capital redemption reserve in any manner authorised by law.
54.
Subject to the provisions of the Companies Act and these Articles, the Company may:
REDEMPTION, PURCHASE AND SURRENDER OF SHARES
(a)
(b)
(c)
issue Shares that are to be redeemed or are liable to be redeemed at the option of the Shareholder or the Company. The
redemption of Shares shall be effected in such manner and upon such terms as may be determined, before the issue of such
Shares, by either the Board or by the Shareholders by Special Resolution;
purchase its own Shares (including any redeemable Shares) on such terms and in such manner and terms as have been
approved by the Board or by the Members by Ordinary Resolution, or are otherwise authorised by these Articles, provided
always that any such purchase shall only be made in accordance with any relevant code, rules or regulations issued by Hong
Kong Stock Exchange or the Securities and Futures Commission of Hong Kong from time to time in force; and
make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Companies Act,
including out of capital.
55.
56.
The purchase of any Share shall not oblige the Company to purchase any other Share other than as may be required pursuant to
applicable law and any other contractual obligations of the Company.
The holder of the Shares being purchased shall be bound to deliver up to the Company the certificate(s) (if any) thereof for
cancellation and thereupon the Company shall pay to him the purchase or redemption monies or consideration in respect thereof.
57.
The Directors may accept the surrender for no consideration of any fully paid Share.
GENERAL MEETINGS
58.
All general meetings other than annual general meetings shall be called extraordinary general meetings.
59. (a)
The Company shall, for as long as the Class A Ordinary Shares remain listed on the Hong Kong Stock Exchange, in each
financial year hold a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling
it. The annual general meeting shall be held at such time and place as may be determined by the Directors.
(b)
At these meetings the report of the Directors (if any) shall be presented.
19
60. (a)
The Chairman or a majority of the Directors may call general meetings, and they shall on a Shareholders’ requisition
forthwith proceed to convene an extraordinary general meeting of the Company.
(b)
(c)
(d)
A Shareholders’ requisition is a requisition of Members holding at the date of deposit of the requisition Shares which carry in
aggregate not less than 10% of all votes attaching to all issued and outstanding Shares of the Company, on a one vote per
share basis, that as at the date of the deposit carry the right to vote at general meetings of the Company.
The requisition must state the objects of the meeting and the resolutions to be added to the meeting agenda, and must be
signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each
signed by one or more requisitionists.
If the Directors do not within twenty-one calendar days from the date of the deposit of the requisition duly proceed to
convene a general meeting to be held within a further twenty-one (21) calendar days, the requisitionists, or any of them
representing not less than 10% of all votes attaching to all issued and outstanding Shares of the Company, on a one vote per
share basis, which carry the right to vote at general meetings, may themselves convene a general meeting, but any meeting so
convened shall not be held after the expiration of three calendar months after the expiration of the said twenty-one (21)
calendar days.
(e)
A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that
in which general meetings are to be convened by Directors.
NOTICE OF GENERAL MEETINGS
61.
An annual general meeting shall be called by not less than 21 days’ notice in writing and any other general meeting (including an
extraordinary general meeting) shall be called by not less than 14 days’ notice in writing. Every notice shall be exclusive of the day on
which it is given or deemed to be given and of the day for which it is given and shall specify the place, the day and the hour of the
meeting and the particulars of the resolutions to be considered at the meeting and shall be given in the manner hereinafter mentioned
or in such other manner if any as may be prescribed by the Company, provided that the Company may convene a general meeting on
shorter notice than required under the Articles of Association, and a general meeting of the Company shall, whether or not the notice
specified in this Article has been given and whether or not the provisions of these Articles regarding general meetings have been
complied with, be deemed to have been duly convened, if it is so agreed:
(a)
in the case of an annual general meeting, by all the Shareholders (or their proxies) entitled to attend and vote thereat; and
20
62.
63.
64.
65.
66.
67.
68.
(b)
in the case of an extraordinary general meeting, by two-thirds (2/3rd) of the Shareholders having a right to attend and vote at
the meeting and Present at the meeting.
The accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting by any Shareholder shall not
invalidate the proceedings at any meeting.
PROCEEDINGS AT GENERAL MEETINGS
No business except for the appointment of a chairman for the meeting shall be transacted at any general meeting unless a quorum of
Shareholders is Present at the time when the meeting proceeds to business. One or more Shareholders holding Shares which carry in
aggregate (or representing by proxy) (i) not less than 10%, for as long as the Class A Ordinary Shares remain listed on the Hong Kong
Stock Exchange, or (ii) otherwise not less than one-third, of all votes attaching to all Shares in issue and entitled to vote at such
general meeting Present, on a one vote per Share basis, shall be a quorum for all purposes.
If within half an hour from the time appointed for the meeting a quorum is not Present, the meeting shall be dissolved.
If the Directors wish to make this facility available for a specific general meeting or all general meetings of the Company, attendance
and participation in any general meeting of the Company may be by means of Communication Facilities. Without limiting the
generality of the foregoing, the Directors may determine that any general meeting may be held as a Virtual Meeting. The notice of any
general meeting at which Communication Facilities will be utilized (including any Virtual Meeting) must disclose the Communication
Facilities that will be used, including the procedures to be followed by any Shareholder or other participant of the meeting who wishes
to utilize such Communication Facilities for the purposes of attending and participating in such meeting, including attending and
casting any vote thereat.
The Chairman, if any, shall preside as chairman at every general meeting of the Company.
If there is no such Chairman, or if at any general meeting he is not Present within fifteen minutes after the time appointed for holding
the meeting or is unwilling to act as chairman of the meeting, any Director or Person nominated by the Directors shall preside as
chairman of that meeting, failing which the Shareholders Present shall choose any Person Present to be chairman of that meeting.
The chairman of any general meeting (including any Virtual Meeting) shall be entitled to attend and participate at any such general
meeting by means of Communication Facilities, and to act as the chairman of such general meeting, in which event the following
provisions shall apply:
(a)
The chairman of the meeting shall be deemed to be Present at the meeting; and
21
(b)
If the Communication Facilities are interrupted or fail for any reason to enable the chairman of the meeting to hear and be
heard by all other Persons participating in the meeting, then the other Directors Present at the meeting shall choose another
Director Present to act as chairman of the meeting for the remainder of the meeting; provided that if no other Director is
Present at the meeting, or if all the Directors Present decline to take the chair, then the meeting shall be automatically
adjourned to the same day in the next week and at such time and place as shall be decided by the Board of Directors.
The chairman of the meeting may with the consent of any general meeting at which a quorum is Present (and shall if so directed by
the meeting) adjourn a meeting from time to time and from place to place, but no business shall be transacted at any adjourned
meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting, or adjourned
meeting, is adjourned for fourteen calendar days or more, notice of the adjourned meeting shall be given as in the case of an original
meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an
adjourned meeting.
The Directors may cancel or postpone any duly convened general meeting at any time prior to such meeting, except for general
meetings requisitioned by the Shareholders in accordance with these Articles, for any reason or for no reason, upon notice in writing
to Shareholders. A postponement may be for a stated period of any length or indefinitely as the Directors may determine. The
Directors shall fix the date, time and place for the reconvened meeting and at least seven clear days’ notice shall be given for the
reconvened meeting in the manner specified in Article 152, and such notice shall specify the date, time and place at which the
postponed meeting will be reconvened, and the date and time by which proxies shall be submitted in order to be valid at such
reconvened meeting (provided that any proxy submitted for the original meeting shall continue to be valid for the reconvened meeting
unless revoked or replaced by a new proxy).
At any general meeting a resolution put to the vote of the meeting shall be decided on a poll save that the chairman of the meeting
may, in good faith, allow a resolution which relates purely to a procedural or administrative matter as prescribed under the Listing
Rules to be voted on by a show of hands.
If a poll is duly demanded it shall be taken in such manner as the chairman of the meeting directs, and the result of the poll shall be
deemed to be the resolution of the meeting at which the poll was demanded.
All questions submitted to a meeting shall be decided by an Ordinary Resolution except where a greater majority is required by these
Articles or by the Companies Act. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the
meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.
69.
70.
71.
72.
73.
22
74.
75.
76.
77.
78.
79.
80.
A poll demanded on the election of a chairman of the meeting or on a question of adjournment shall be taken forthwith. A poll
demanded on any other question shall be taken at such time as the chairman of the meeting directs.
VOTES OF SHAREHOLDERS
Subject to any rights and restrictions for the time being attached to any Share, (a) every Shareholder Present shall, at a general meeting
of the Company, have the right to speak; (b) on a show of hands every Shareholder Present shall, at a general meeting of the Company,
each have one vote; and (c) on a poll every Shareholder Present shall, at a general meeting, have one (1) vote for each Class A
Ordinary Share and ten (10) votes for each Class B Ordinary Share of which he is the holder. On a poll a Shareholder entitled to more
than one vote is under no obligation to cast all his votes in the same way. For the avoidance of doubt, where more than one proxy is
appointed by a recognized clearing house (or its nominee(s)), each such proxy is under no obligation to cast all his votes in the same
way on a poll.
In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy (or, if a corporation or other non-
natural person, by its duly authorised representative or proxy) shall be accepted to the exclusion of the votes of the other joint holders
and for this purpose seniority shall be determined by the order in which the names stand in the Register.
Shares carrying the right to vote that are held by a Shareholder of unsound mind, or in respect of whom an order has been made by
any court having jurisdiction in lunacy, may be voted, whether on a show of hands or on a poll, by his committee, or other Person in
the nature of a committee appointed by that court, and any such committee or other Person may vote in respect of such Shares by
proxy.
No Shareholder shall be entitled to vote at any general meeting of the Company unless all calls, if any, or other sums presently payable
by him in respect of Shares carrying the right to vote held by him have been paid. Where any Shareholder is, under the Listing Rules,
required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution,
any votes cast by or on behalf of such Shareholder in contravention of such requirement or restriction shall not be counted.
A Shareholder entitled to attend and vote at a general meeting of the Company shall be entitled to appoint another person (who must
be an individual) as their proxy to attend and vote instead of them and a proxy so appointed shall have the same right as the
Shareholder to speak at the meeting. Votes may be given either personally or by proxy. A proxy need not be a Shareholder. A
Shareholder may appoint any number of proxies to attend in their stead at any one general meeting or at any one class meeting.
Each Shareholder, other than a recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)), may only appoint one
proxy to attend and vote instead of them. The instrument appointing a proxy shall be in writing under the hand of the
23
81.
82.
83.
84.
85.
appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under Seal or under the hand of an
officer or attorney duly authorised. A proxy need not be a Shareholder.
An instrument appointing a proxy may be in any usual or common form or such other form as the Directors may approve.
The instrument appointing a proxy shall be deposited at the Registered Office or at such other place as is specified for that purpose in
the notice convening the meeting, or in any instrument of proxy sent out by the Company:
(a)
(b)
(c)
not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the
instrument proposes to vote; or
in the case of a poll taken more than 48 hours after it is demanded, be deposited as aforesaid after the poll has been demanded
and not less than 24 hours before the time appointed for the taking of the poll; or
where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded be delivered at the meeting at
which the poll was demanded to the chairman of the meeting or to the secretary or to any Director;
provided that the Directors may in the notice convening the meeting, or in an instrument of proxy sent out by the Company, direct that
the instrument appointing a proxy may be deposited at such other time (no later than the time for holding the meeting or adjourned
meeting) at the Registered Office or at such other place as is specified for that purpose in the notice convening the meeting, or in any
instrument of proxy sent out by the Company. The chairman of the meeting may in any event at his discretion direct that an instrument
of proxy shall be deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted shall be
invalid.
The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
A resolution in writing signed by all the Shareholders for the time being entitled to receive notice of and to attend and vote at general
meetings of the Company (or being corporations by their duly authorised representatives) shall be as valid and effective as if the same
had been passed at a general meeting of the Company duly convened and held.
CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
Any corporation which is a Shareholder or a Director may by resolution of its directors or other governing body authorise such Person
as it thinks fit to act as its representative at any meeting of the Company or of any meeting of holders of a Class or of the Directors or
of a committee of Directors, and the Person so authorised shall be entitled to exercise the same powers on behalf of the corporation
which he
24
represents as that corporation could exercise if it were an individual Shareholder or Director.
DEPOSITARY AND CLEARING HOUSES
86.
If a recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)) is a Member of the Company it may, by resolution
of its directors or other governing body or by power of attorney, authorise such Person(s) as it thinks fit to act as its representative(s)
at any general meeting of the Company or of any Class of Shareholders provided that, if more than one Person is so authorised, the
authorisation shall specify the number and Class of Shares in respect of which each such Person is so authorised. A Person so
authorised pursuant to this Article shall be entitled to exercise the same powers on behalf of the recognised clearing house (or its
nominee(s)) or depositary (or its nominee(s)) which he represents as that recognised clearing house (or its nominee(s)) or depositary
(or its nominee(s)) could exercise if it were an individual Member holding the number and Class of Shares specified in such
authorisation, including the right to vote individually on a show of hands.
87. (a)
Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less than three (3)
Directors, the exact number of Directors to be determined from time to time by the Board of Directors.
DIRECTORS
(b)
(c)
(d)
The Board of Directors shall have a Chairman elected and appointed by a majority of the Directors then in office. The period
for which the Chairman will hold office will also be determined by a majority of all of the Directors then in office. The
Chairman shall preside as chairman at every meeting of the Board of Directors. To the extent the Chairman is not present at a
meeting of the Board of Directors within fifteen minutes after the time appointed for holding the same, the attending
Directors may choose one of their number to be the chairman of the meeting.
The Company may by Ordinary Resolution appoint any person to be a Director.
The Board may, by the affirmative vote of a simple majority of the remaining Directors present and voting at a Board
meeting, appoint any person as a Director, to fill a casual vacancy on the Board arising from the office of any other Director
being vacated in any of the circumstances described in Article 88 or Article 116, or as an addition to the existing Board. Any
Director so appointed shall hold office only until the first annual general meeting of the Company after his or her
appointment and shall then be eligible for re-election at that meeting.
(e)
An appointment of a Director may be on terms that the Director shall automatically retire from office (unless he has sooner
vacated office) at the next or a subsequent annual general meeting or upon any specified event or
25
88.
89.
90.
91.
92.
after any specified period in a written agreement between the Company and the Director, if any; but no such term shall be
implied in the absence of express provision. Each Director whose term of office expires shall be eligible for re-election at a
meeting of the Shareholders or re-appointment by the Board.
A Director (including a managing Director or other executive Director) may be removed (with or without cause) from office by
Ordinary Resolution of the Company before the expiration of his or her term of office, notwithstanding anything in these Articles or in
any agreement between the Company and such Director (but without prejudice to any claim for damages under such agreement). A
vacancy on the Board created by the removal of a Director under the previous sentence may be filled by Ordinary Resolution or by the
affirmative vote of a simple majority of the remaining Directors present and voting at a Board meeting. The notice of any meeting at
which a resolution to remove a Director shall be proposed or voted upon must contain a statement of the intention to remove that
Director and such notice must be served on that Director not less than ten (10) calendar days before the meeting. Such Director is
entitled to attend the meeting and be heard on the motion for his removal.
Subject to these Articles and in compliance with the Listing Rules, the Board may, from time to time, and except as required by
applicable law or Designated Stock Exchange Rules, adopt, institute, amend, modify or revoke the corporate governance policies or
initiatives of the Company and determine on various corporate governance related matters of the Company as the Board shall
determine by resolution of Directors from time to time. For the avoidance of doubt, if any corporate governance policies or initiatives
of the Company adopted by resolution of the Board are inconsistent with the provisions in Articles 60 and 87, Articles 60 and 87 shall
prevail.
A Director shall not be required to hold any Shares in the Company by way of qualification. A Director who is not a Member of the
Company shall nevertheless be entitled to attend and speak at general meetings. No mandatory retirement age shall apply to Directors.
The remuneration of the Directors may be determined by the Directors or by Ordinary Resolution.
The Directors shall be entitled to be paid for their travelling, hotel and other expenses properly incurred by them in going to, attending
and returning from meetings of the Directors, or any committee of the Directors, or general meetings of the Company, or otherwise in
connection with the business of the Company, or to receive such fixed allowance in respect thereof as may be determined by the
Directors from time to time, or a combination partly of one such method and partly the other.
93.
The role of an Independent Non-executive Director shall include, but is not limited to:
INDEPENDENT NON-EXECUTIVE DIRECTORS
26
(a)
(b)
(c)
(d)
participating in Board meetings to bring an independent judgment to bear on issues of strategy, policy, performance,
accountability, resources, key appointments and standards of conduct;
taking the lead where potential conflicts of interests arise;
serving on the audit, remuneration, nomination and other governance committees, if invited; and
scrutinising the Company’s performance in achieving agreed corporate goals and objectives, and monitoring performance
reporting.
The Independent Non-executive Directors shall give the Board and any committees on which they serve the benefit of their skills,
expertise and varied backgrounds and qualifications through regular attendance and active participation. They should also attend
general meetings and develop a balanced understanding of the views of the members.
The Independent Non-executive Directors shall make a positive contribution to the development of the Company’s strategy and
policies through independent, constructive and informed comments.
ALTERNATE DIRECTOR OR PROXY
Any Director may in writing appoint another Person to be his alternate and, save to the extent provided otherwise in the form of
appointment, such alternate shall have authority to sign written resolutions on behalf of the appointing Director, but shall not be
required to sign such written resolutions where they have been signed by the appointing director, and to act in such Director’s place at
any meeting of the Directors at which the appointing Director is unable to be present. Every such alternate shall be entitled to attend
and vote at meetings of the Directors as a Director when the Director appointing him is not personally present and where he is a
Director to have a separate vote on behalf of the Director he is representing in addition to his own vote. A Director may at any time in
writing revoke the appointment of an alternate appointed by him. Such alternate shall be deemed for all purposes to be a Director of
the Company and shall not be deemed to be the agent of the Director appointing him. The remuneration of such alternate shall be
payable out of the remuneration of the Director appointing him and the proportion thereof shall be agreed between them.
Any Director may appoint any Person, whether or not a Director, to be the proxy of that Director to attend and vote on his behalf, in
accordance with instructions given by that Director, or in the absence of such instructions at the discretion of the proxy, at a meeting
or meetings of the Directors which that Director is unable to attend personally. The instrument appointing the proxy shall be in writing
under the hand of the appointing Director and shall be in any usual or common form or such other form as the Directors may approve,
and must be lodged with the chairman of the meeting of the Directors at which such proxy is to be used, or first used, prior to the
commencement of the meeting.
94.
95.
96.
97.
27
POWERS AND DUTIES OF DIRECTORS
98.
99.
100.
101.
102.
Subject to the Companies Act, these Articles and to any resolutions passed in a general meeting, the business of the Company shall be
managed by the Directors, who may pay all expenses incurred in setting up and registering the Company and may exercise all powers
of the Company. No resolution passed by the Company in general meeting shall invalidate any prior act of the Directors that would
have been valid if that resolution had not been passed.
Subject to these Articles, the Directors may from time to time appoint any natural person or corporation, whether or not a Director to
hold such office in the Company as the Directors may think necessary for the administration of the Company, including but not
limited to, chief executive officer, one or more other executive officers, president, one or more vice-presidents, treasurer, assistant
treasurer, manager or controller, and for such term and at such remuneration (whether by way of salary or commission or participation
in profits or partly in one way and partly in another), and with such powers and duties as the Directors may think fit. Any natural
person or corporation so appointed by the Directors may be removed by the Directors. The Directors may also appoint one or more of
their number to the office of managing director upon like terms, but any such appointment shall ipso facto terminate if any managing
director ceases for any cause to be a Director, or if the Company by Ordinary Resolution resolves that his tenure of office be
terminated.
The Directors may appoint any natural person or corporation to be a Secretary (and if need be an assistant Secretary or assistant
Secretaries) who shall hold office for such term, at such remuneration and upon such conditions and with such powers as they think
fit. Any Secretary or assistant Secretary so appointed by the Directors may be removed by the Directors or by the Company by
Ordinary Resolution.
The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit;
any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the
Directors.
The Directors may from time to time and at any time by power of attorney (whether under Seal or under hand) or otherwise appoint
any company, firm or Person or body of Persons, whether nominated directly or indirectly by the Directors, to be the attorney or
attorneys or authorised signatory (any such Person being an “Attorney” or “Authorised Signatory”, respectively) of the Company for
such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the Directors under
these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney or other
appointment may contain such provisions for the protection and convenience of Persons dealing with any such Attorney or Authorised
Signatory as the Directors may think fit, and may also authorise any such Attorney or Authorised Signatory to delegate all or any of
the powers, authorities and discretion vested in him.
28
103.
104.
105.
The Directors may from time to time provide for the management of the affairs of the Company in such manner as they shall think fit
and the provisions contained in the three next following Articles shall not limit the general powers conferred by this Article.
The Directors from time to time and at any time may establish any committees, local boards or agencies for managing any of the
affairs of the Company and may appoint any natural person or corporation to be a member of such committees or local boards and
may appoint any managers or agents of the Company and may fix the remuneration of any such natural person or corporation.
The Directors from time to time and at any time may delegate to any such committee, local board, manager or agent any of the
powers, authorities and discretions for the time being vested in the Directors and may authorise the members for the time being of any
such local board, or any of them to fill any vacancies therein and to act notwithstanding vacancies and any such appointment or
delegation may be made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time
remove any natural person or corporation so appointed and may annul or vary any such delegation, but no Person dealing in good faith
and without notice of any such annulment or variation shall be affected thereby.
106.
Any such delegates as aforesaid may be authorised by the Directors to sub-delegate all or any of the powers, authorities, and
discretion for the time being vested in them.
NOMINATION COMMITTEE
107.
The Board shall establish a Nomination Committee (which may be combined with the Corporate Governance Committee to form a
single nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”), which shall
perform the following duties:
(a)
(b)
(c)
(d)
review the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually and
make recommendations on any proposed changes to the Board to complement the Company’s corporate strategy;
identify individuals suitably qualified to become Directors and select or make recommendations to the Board on the selection
of individuals nominated for directorships;
assess the independence of Independent Non-executive Directors; and
make recommendations to the Board on the appointment or re-appointment of Directors and succession planning for
Directors, in particular the chairman and the chief executive officer of the Company.
29
108.
109.
110.
The Nomination Committee shall make available its terms of reference explaining its role and the authority delegated to it by the
Board by publishing them on The Stock Exchange of Hong Kong Limited’s Website and the Company’s Website.
The Company shall provide the Nomination Committee sufficient resources to perform its duties. Where necessary, the Nomination
Committee shall seek independent professional advice, at the Company’s expense, to perform its responsibilities.
Where the Board proposes a resolution to elect an individual as an Independent Non-executive Director at a general meeting, the
circular to the members and/or explanatory statement accompanying the notice of the relevant general meeting shall set out:
(a)
(b)
(c)
(d)
the process used for identifying the individual and why the Board believes the individual should be elected and the reasons
why it considers the individual to be independent;
if the proposed Independent Non-executive Director will be holding their seventh (or more) listed company directorship, why
the Board believes the individual would still be able to devote sufficient time to the board;
the perspectives, skills and experience that the individual can bring to the Board; and
how the individual contributes to diversity of the Board.
CORPORATE GOVERNANCE COMMITTEE
111.
The Board shall establish a Corporate Governance Committee (which may be combined with the Nomination Committee to form a
single Nominating and Corporate Governance Committee), which shall perform the following duties:
(a)
(b)
(c)
(d)
(e)
develop and review the Company’s policies and practices on corporate governance and make recommendations to the Board;
review and monitor the training and continuous professional development of Directors and senior management;
review and monitor the Company’s policies and practices on compliance with legal and regulatory requirements;
develop, review and monitor the code of conduct and compliance manual (if any) applicable to employees and Directors; and
review the Company’s compliance with the code and disclosure in the Corporate Governance Report.
30
112.
113.
114.
BORROWING POWERS OF DIRECTORS
The Directors may from time to time at their discretion exercise all the powers of the Company to raise or borrow money and to
mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof, to issue
debentures, debenture stock, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of
the Company or of any third party.
THE SEAL
The Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that such
authority may be given prior to or after the affixing of the Seal and if given after may be in general form confirming a number of
affixings of the Seal. The Seal shall be affixed in the presence of a Director or a Secretary (or an assistant Secretary) or in the presence
of any one or more Persons as the Directors may appoint for the purpose and every Person as aforesaid shall sign every instrument to
which the Seal is so affixed in their presence.
The Company may maintain a facsimile of the Seal in such countries or places as the Directors may appoint and such facsimile Seal
shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that such authority may
be given prior to or after the affixing of such facsimile Seal and if given after may be in general form confirming a number of
affixings of such facsimile Seal. The facsimile Seal shall be affixed in the presence of such Person or Persons as the Directors shall for
this purpose appoint and such Person or Persons as aforesaid shall sign every instrument to which the facsimile Seal is so affixed in
their presence and such affixing of the facsimile Seal and signing as aforesaid shall have the same meaning and effect as if the Seal
had been affixed in the presence of and the instrument signed by a Director or a Secretary (or an assistant Secretary) or in the presence
of any one or more Persons as the Directors may appoint for the purpose.
115.
Notwithstanding the foregoing, a Secretary or any assistant Secretary shall have the authority to affix the Seal, or the facsimile Seal, to
any instrument for the purposes of attesting authenticity of the matter contained therein but which does not create any obligation
binding on the Company.
116.
The office of Director shall be vacated, if the Director:
DISQUALIFICATION OF DIRECTORS
(a)
(b)
(c)
becomes bankrupt or makes any arrangement or composition with his creditors;
dies or is found to be or becomes of unsound mind;
resigns his office by notice in writing to the Company;
31
(d)
without special leave of absence from the Board, is absent from meetings of the Board for three consecutive meetings and the
Board resolves that his office be vacated; or
(e)
is removed from office pursuant to any other provision of these Articles.
PROCEEDINGS OF DIRECTORS
117.
118.
119.
120.
The Directors may meet together (either within or outside of the Cayman Islands) for the dispatch of business, adjourn, and otherwise
regulate their meetings and proceedings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. At
any meeting of the Directors, each Director present in person or represented by his proxy or alternate shall be entitled to one vote. In
case of an equality of votes the Chairman shall have a second or casting vote. A Director may, and a Secretary or assistant Secretary
on the requisition of a Director shall, at any time summon a meeting of the Directors.
A Director may participate in any meeting of the Directors, or of any committee appointed by the Directors of which such Director is
a member, by means of telephone or similar communication equipment by way of which all Persons participating in such meeting can
communicate with each other and such participation shall be deemed to constitute presence in person at the meeting.
The quorum necessary for the transaction of the business of the Board may be fixed by the Directors, and unless so fixed, the quorum
shall be a majority of Directors then in office. A Director represented by proxy or by an alternate Director at any meeting shall be
deemed to be present for the purposes of determining whether or not a quorum is present.
A Director who is in any way, whether directly or indirectly, interested in a contract or transaction or proposed contract or transaction
with the Company shall declare the nature of his interest at a meeting of the Directors. A general notice given to the Directors by any
Director to the effect that he is a member of any specified company or firm and is to be regarded as interested in any contract or
transaction which may thereafter be made with that company or firm shall be deemed a sufficient declaration of interest in regard to
any contract so made or transaction so consummated. Subject to the Designated Stock Exchange Rules and disqualification by the
chairman of the relevant Board meeting, a Director may vote in respect of any contract or transaction or proposed contract or
transaction notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the
quorum at any meeting of the Directors at which any such contract or transaction or proposed contract or transaction shall come
before the meeting for consideration.
121.
A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his
office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine and no
Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of
any such other office
32
or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the
Company in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so
interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director
holding that office or of the fiduciary relation thereby established. A Director, notwithstanding his interest, may be counted in the
quorum present at any meeting of the Directors whereat he or any other Director is appointed to hold any such office or place of profit
under the Company or whereat the terms of any such appointment are arranged and he may vote on any such appointment or
arrangement.
122.
Any Director may act by himself or through his firm in a professional capacity for the Company, and he or his firm shall be entitled to
remuneration for professional services as if he were not a Director; provided that nothing herein contained shall authorise a Director or
his firm to act as auditor to the Company.
123.
The Directors shall cause minutes to be made for the purpose of recording:
(a)
(b)
(c)
all appointments of officers made by the Directors;
the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and
all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees of Directors.
124. When the chairman of a meeting of the Directors signs the minutes of such meeting the same shall be deemed to have been duly held
notwithstanding that all the Directors have not actually come together or that there may have been a technical defect in the
proceedings.
125.
A resolution in writing signed by all the Directors or all the members of a committee of Directors entitled to receive notice of a
meeting of Directors or committee of Directors, as the case may be (an alternate Director, subject as provided otherwise in the terms
of appointment of the alternate Director, being entitled to sign such a resolution on behalf of his appointer), shall be as valid and
effectual as if it had been passed at a duly called and constituted meeting of Directors or committee of Directors, as the case may be.
When signed a resolution may consist of several documents each signed by one or more of the Directors or his duly appointed
alternate.
126.
The continuing Directors may act notwithstanding any vacancy in their body but if and for so long as their number is reduced below
the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors may act for the
purpose of increasing the number, or of summoning a general meeting of the Company, but for no other purpose.
127.
Subject to any regulations imposed on it by the Directors, a committee appointed by the Directors may elect a chairman of its
meetings. If no such chairman is elected, or
33
128.
129.
130.
131.
132.
133.
if at any meeting the chairman is not present within fifteen minutes after the time appointed for holding the meeting, the committee
members present may choose one of their number to be chairman of the meeting.
A committee appointed by the Directors may meet and adjourn as it thinks proper. Subject to any regulations imposed on it by the
Directors, questions arising at any meeting shall be determined by a majority of votes of the committee members present and in case
of an equality of votes the chairman shall have a second or casting vote.
All acts done by any meeting of the Directors or of a committee of Directors, or by any Person acting as a Director, shall
notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or Person acting
as aforesaid, or that they or any of them were disqualified, be as valid as if every such Person had been duly appointed and was
qualified to be a Director.
PRESUMPTION OF ASSENT
A Director of the Company who is present at a meeting of the Board of Directors at which an action on any Company matter is taken
shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he
shall file his written dissent from such action with the person acting as the chairman or secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a Director who voted in favour of such action.
DIVIDENDS
Subject to any rights and restrictions for the time being attached to any Shares, the Directors may from time to time declare dividends
(including interim dividends) and other distributions on Shares in issue and authorise payment of the same out of the funds of the
Company lawfully available therefor.
Subject to any rights and restrictions for the time being attached to any Shares, the Company by Ordinary Resolution may declare
dividends, but no dividend shall exceed the amount recommended by the Directors.
The Directors may, before recommending or declaring any dividend, set aside out of the funds legally available for distribution such
sums as they think proper as a reserve or reserves which shall, in the absolute discretion of the Directors, be applicable for meeting
contingencies or for equalising dividends or for any other purpose to which those funds may be properly applied, and pending such
application may in the absolute discretion of the Directors, either be employed in the business of the Company or be invested in such
investments (other than Shares of the Company) as the Directors may from time to time think fit.
134.
Any dividend payable in cash to the holder of Shares may be paid in any manner determined by the Directors. If paid by cheque it will
be sent by mail addressed to the
34
holder at his address in the Register, or addressed to such person and at such addresses as the holder may direct. Every such cheque or
warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint
holders, to the order of the holder whose name stands first on the Register in respect of such Shares, and shall be sent at his or their
risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company.
135.
136.
The Directors may determine that a dividend shall be paid wholly or partly by the distribution of specific assets (which may consist of
the shares or securities of any other company) and may settle all questions concerning such distribution. Without limiting the
generality of the foregoing, the Directors may fix the value of such specific assets, may determine that cash payment shall be made to
some Shareholders in lieu of specific assets and may vest any such specific assets in trustees on such terms as the Directors think fit.
Subject to any rights and restrictions for the time being attached to any Shares, all dividends shall be declared and paid according to
the amounts paid up on the Shares, but if and for so long as nothing is paid up on any of the Shares dividends may be declared and
paid according to the par value of the Shares. No amount paid on a Share in advance of calls shall, while carrying interest, be treated
for the purposes of this Article as paid on the Share.
137.
If several Persons are registered as joint holders of any Share, any of them may give effective receipts for any dividend or other
moneys payable on or in respect of the Share.
138.
No dividend shall bear interest against the Company.
139.
Any dividend unclaimed after a period of six calendar years from the date of declaration of such dividend may be forfeited by the
Board of Directors and, if so forfeited, shall revert to the Company.
ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION
140.
141.
142.
The books of account relating to the Company’s affairs shall be kept in such manner as may be determined from time to time by the
Directors.
The books of account shall be kept at the Registered Office, or at such other place or places as the Directors think fit, and shall always
be open to the inspection of the Directors.
The Directors may from time to time determine whether and to what extent and at what times and places and under what conditions or
regulations the accounts and books of the Company or any of them shall be open to the inspection of Shareholders not being
Directors, and no Shareholder (not being a Director) shall have any right of inspecting any account or book or document of the
Company except as conferred by law or authorised by the Directors or by Ordinary Resolution.
35
143.
144.
145.
146.
The accounts relating to the Company’s affairs shall be audited in such manner and with such financial year end as may be determined
from time to time by the Directors or failing any determination as aforesaid shall not be audited.
The Company shall at every annual general meeting appoint an auditor or auditors of the Company who shall hold office until the next
annual general meeting. The removal of an auditor before the expiration of his period of office shall require the approval of an
Ordinary Resolution. The remuneration of the auditors shall be fixed by the Company at the annual general meeting at which they are
appointed provided that in respect of any particular year the Company in general meeting may delegate the fixing of such
remuneration to the Board.
Every auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and
shall be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary for
the performance of the duties of the auditors.
The auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the
next annual general meeting following their appointment, and at any time during their term of office, upon request of the Directors or
any general meeting of the Members.
147.
The Directors in each calendar year shall prepare, or cause to be prepared, an annual return and declaration setting forth the particulars
required by the Companies Act and deliver a copy thereof to the Registrar of Companies in the Cayman Islands.
148.
Subject to the Companies Act, the Directors may, with the authority of an Ordinary Resolution:
CAPITALISATION OF RESERVES
(a)
(b)
resolve to capitalise an amount standing to the credit of reserves (including a Share Premium Account, capital redemption
reserve and profit and loss account), which is available for distribution;
appropriate the sum resolved to be capitalised to the Shareholders in proportion to the nominal amount of Shares (whether or
not fully paid) held by them respectively and apply that sum on their behalf in or towards:
(i)
(ii)
paying up the amounts (if any) for the time being unpaid on Shares held by them respectively, or
paying up in full unissued Shares or debentures of a nominal amount equal to that sum,
and allot the Shares or debentures, credited as fully paid, to the Shareholders (or as they may direct) in those proportions, or partly in
one way and partly in the other, but the Share Premium Account, the capital redemption reserve and profits which are not
36
available for distribution may, for the purposes of this Article, only be applied in paying up unissued Shares to be allotted to
Shareholders credited as fully paid;
(c)
(d)
make any arrangements they think fit to resolve a difficulty arising in the distribution of a capitalised reserve and in
particular, without limitation, where Shares or debentures become distributable in fractions the Directors may deal with the
fractions as they think fit;
authorise a Person to enter (on behalf of all the Shareholders concerned) into an agreement with the Company providing for
either:
(i)
(ii)
the allotment to the Shareholders respectively, credited as fully paid, of Shares or debentures to which they may be
entitled on the capitalisation, or
the payment by the Company on behalf of the Shareholders (by the application of their respective proportions of the
reserves resolved to be capitalised) of the amounts or part of the amounts remaining unpaid on their existing Shares,
and any such agreement made under this authority being effective and binding on all those Shareholders; and
(e)
generally do all acts and things required to give effect to the resolution.
149.
Notwithstanding any provisions in these Articles, the Directors may resolve to capitalise an amount standing to the credit of reserves
(including the share premium account, capital redemption reserve and profit and loss account) or otherwise available for distribution
by applying such sum in paying up in full unissued Shares to be allotted and issued to:
(a)
(b)
(c)
employees (including Directors) or service providers of the Company or its Affiliates upon exercise or vesting of any options
or awards granted under any share incentive scheme or employee benefit scheme or other arrangement which relates to such
persons that has been adopted or approved by the Directors or the Members;
any trustee of any trust or administrator of any share incentive scheme or employee benefit scheme to whom shares are to be
allotted and issued by the Company in connection with the operation of any share incentive scheme or employee benefit
scheme or other arrangement which relates to such persons that has been adopted or approved by the Directors or Members;
or
any depositary of the Company for the purposes of the issue, allotment and delivery by the depositary of ADSs to employees
(including Directors) or service providers of the Company or its Affiliates upon exercise or vesting of any options or awards
granted under any share incentive scheme or employee
37
150.
151.
152.
benefit scheme or other arrangement which relates to such persons that has been adopted or approved by the Directors or the
Members.
SHARE PREMIUM ACCOUNT
The Directors shall in accordance with the Companies Act establish a Share Premium Account and shall carry to the credit of such
account from time to time a sum equal to the amount or value of the premium paid on the issue of any Share.
There shall be debited to any Share Premium Account on the redemption or purchase of a Share the difference between the nominal
value of such Share and the redemption or purchase price provided always that at the discretion of the Directors such sum may be paid
out of the profits of the Company or, if permitted by the Companies Act, out of capital.
NOTICES
Except as otherwise provided in these Articles, any notice or document may be served by the Company or by the Person entitled to
give notice to any Shareholder either personally, or by posting it by airmail or air courier service in a prepaid letter addressed to such
Shareholder at his address as appearing in the Register, or by electronic mail to any electronic mail address such Shareholder may
have specified in writing for the purpose of such service of notices, or by facsimile or by placing it on the Company’s Website should
the Directors deem it appropriate. In the case of joint holders of a Share, all notices shall be given to that one of the joint holders
whose name stands first in the Register in respect of the joint holding, and notice so given shall be sufficient notice to all the joint
holders.
153.
Notices posted to addresses outside the Cayman Islands shall be forwarded by prepaid airmail.
154.
Any Shareholder Present at any meeting of the Company shall for all purposes be deemed to have received due notice of such meeting
and, where requisite, of the purposes for which such meeting was convened.
155.
Any notice or other document, if served by:
(a)
(b)
(c)
post, shall be deemed to have been served five calendar days after the time when the letter containing the same is posted;
facsimile, shall be deemed to have been served upon production by the transmitting facsimile machine of a report confirming
transmission of the facsimile in full to the facsimile number of the recipient;
recognised courier service, shall be deemed to have been served 48 hours after the time when the letter containing the same is
delivered to the courier service; or
38
(d)
electronic mail, shall be deemed to have been served immediately upon the time of the transmission by electronic mail.
In proving service by post or courier service it shall be sufficient to prove that the letter containing the notice or documents was
properly addressed and duly posted or delivered to the courier service.
156.
Any notice or document delivered or sent by post to or left at the registered address of any Shareholder in accordance with the terms
of these Articles shall notwithstanding that such Shareholder be then dead or bankrupt, and whether or not the Company has notice of
his death or bankruptcy, be deemed to have been duly served in respect of any Share registered in the name of such Shareholder as
sole or joint holder, unless his name shall at the time of the service of the notice or document have been removed from the Register as
the holder of the Share, and such service shall for all purposes be deemed a sufficient service of such notice or document on all
Persons interested (whether jointly with or as claiming through or under him) in the Share.
157.
Notice of every general meeting of the Company shall be given to:
(a)
(b)
all Shareholders holding Shares with the right to receive notice and who have supplied to the Company an address for the
giving of notices to them; and
every Person entitled to a Share in consequence of the death or bankruptcy of a Shareholder, who but for his death or
bankruptcy would be entitled to receive notice of the meeting.
No other Person shall be entitled to receive notices of general meetings.
INFORMATION
158.
159.
160.
No Member shall be entitled to require discovery of any information in respect of any detail of the Company’s trading or any
information which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the
Company and which in the opinion of the Board would not be in the interests of the Members of the Company to communicate to the
public.
The Board shall be entitled to release or disclose any information in its possession, custody or control regarding the Company or its
affairs to any of its Members including, without limitation, information contained in the Register and transfer books of the Company.
Any register held in Hong Kong shall during normal business hours (subject to such reasonable restrictions as the Board may impose)
be open to inspection by a Shareholder without charge and any other person on payment of a fee of such amount not exceeding the
maximum amount as may from time to time be permitted under the Listing Rules as the Board may determine for each inspection,
provided that the Company may be permitted to close the register in terms equivalent to section 632 of the Companies Ordinance.
39
INDEMNITY
161.
Every Director (including for the purposes of this Article any alternate Director appointed pursuant to the provisions of these
Articles), Secretary, assistant Secretary, or other officer for the time being and from time to time of the Company (but not including
the Company’s auditors) and the personal representatives of the same (each an “Indemnified Person”) shall be indemnified and
secured harmless against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such
Indemnified Person, other than by reason of such Indemnified Person’s own dishonesty, wilful default or fraud, in or about the
conduct of the Company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his
duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or
liabilities incurred by such Indemnified Person in defending (whether successfully or otherwise) any civil proceedings concerning the
Company or its affairs in any court whether in the Cayman Islands or elsewhere.
162.
No Indemnified Person shall be liable:
(a)
(b)
(c)
(d)
(e)
(f)
for the acts, receipts, neglects, defaults or omissions of any other Director or officer or agent of the Company; or
for any loss on account of defect of title to any property of the Company; or
on account of the insufficiency of any security in or upon which any money of the Company shall be invested; or
for any loss incurred through any bank, broker or other similar Person; or
for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgement or oversight on such
Indemnified Person’s part; or
for any loss, damage or misfortune whatsoever which may happen in or arise from the execution or discharge of the duties,
powers, authorities, or discretions of such Indemnified Person’s office or in relation thereto;
unless the same shall happen through such Indemnified Person’s own dishonesty, willful default or fraud.
FINANCIAL YEAR
163.
Unless the Directors otherwise prescribe, the financial year of the Company shall end on December 31st in each calendar year and
shall begin on January 1st in each calendar year.
40
164.
165.
166.
NON-RECOGNITION OF TRUSTS
No Person shall be recognised by the Company as holding any Share upon any trust and the Company shall not, unless required by
law, be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or
partial interest in any Share or (except only as otherwise provided by these Articles or as the Companies Act requires) any other right
in respect of any Share except an absolute right to the entirety thereof in each Shareholder registered in the Register.
WINDING UP
If the Company shall be wound up (including in the case of voluntary winding up) the liquidator may, with the sanction of a Special
Resolution of the Company and any other sanction required by the Companies Act, divide amongst the Members in species or in kind
the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for that
purpose value any assets and determine how the division shall be carried out as between the Members or different classes of Members.
The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the
Members as the liquidator, with the like sanction, shall think fit, but so that no Member shall be compelled to accept any asset upon
which there is a liability.
If the Company shall be wound up, and the assets available for distribution amongst the Members shall be insufficient to repay the
whole of the share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in
proportion to the par value of the Shares held by them. If in a winding up the assets available for distribution amongst the Members
shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be
distributed amongst the Members in proportion to the par value of the Shares held by them at the commencement of the winding up
subject to a deduction from those Shares in respect of which there are monies due, of all monies payable to the Company for unpaid
calls or otherwise. This Article is without prejudice to the rights of the holders of Shares issued upon special terms and conditions.
AMENDMENT OF ARTICLES OF ASSOCIATION
167.
Subject to the Companies Act, the Company may at any time and from time to time by Special Resolution alter or amend these
Articles in whole or in part.
CLOSING OF REGISTER OR FIXING RECORD DATE
168.
For the purpose of determining those Shareholders that are entitled to receive notice of, attend or vote at any meeting of Shareholders
or any adjournment thereof, or those Shareholders that are entitled to receive payment of any dividend, or in order to make a
determination as to who is a Shareholder for any other purpose, the Directors may
41
169.
170.
171.
provide that the Register shall be closed for transfers for a stated period which shall not exceed in any case thirty calendar days in any
calendar year.
In lieu of or apart from closing the Register, the Directors may fix in advance a date as the record date for any such determination of
those Shareholders that are entitled to receive notice of, attend or vote at a meeting of the Shareholders and for the purpose of
determining those Shareholders that are entitled to receive payment of any dividend the Directors may, at or within ninety calendar
days prior to the date of declaration of such dividend, fix a subsequent date as the record date for such determination.
If the Register is not so closed and no record date is fixed for the determination of those Shareholders entitled to receive notice of,
attend or vote at a meeting of Shareholders or those Shareholders that are entitled to receive payment of a dividend, the date on which
notice of the meeting is posted or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may
be, shall be the record date for such determination of Shareholders. When a determination of those Shareholders that are entitled to
receive notice of, attend or vote at a meeting of Shareholders has been made as provided in this Article, such determination shall apply
to any adjournment thereof.
REGISTRATION BY WAY OF CONTINUATION
The Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction outside the Cayman Islands
or such other jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance of a resolution adopted
pursuant to this Article, the Directors may cause an application to be made to the Registrar of Companies to deregister the Company
in the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing and may cause all
such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company.
172.
The Directors, or any service providers (including the officers, the Secretary and the registered office agent of the Company)
specifically authorised by the Directors, shall be entitled to disclose to any regulatory or judicial authority or to any Designated Stock
Exchange any information regarding the affairs of the Company including without limitation information contained in the Register
and books of the Company.
DISCLOSURE
42
Description of rights of each class of securities
registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”)
As of December 31, 2022, ZTO Express (Cayman) Inc. (“we,” “our,” “our company,” or “us”) had the following series of securities
registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended, or the Exchange Act:
Exhibit 2.6
Title of each class
American depositary shares, each
representing one Class A ordinary
share par value US$0.0001 per
share
Class A ordinary shares, par value
US$0.0001 per share
Trading Symbol(s)
Name of Each Exchange on Which Registered
ZTO
2057
New York Stock Exchange
The Stock Exchange of Hong Kong Limited
This exhibit contains a description of the rights of (i) the holders of Class A ordinary shares and (ii) the holders of ADSs. Underlying
Class A ordinary shares represented by the ADSs are held by JPMorgan Chase Bank, N.A., as depositary, and holders of ADSs will not be
treated as holders of the Class A ordinary shares.
Explanatory Note
In our extraordinary general meeting of shareholders held on April 14, 2023, our shareholders have passed a special resolution,
conditional upon and with effect from the consummation of the Primary Conversion, that our third amended and restated memorandum and
articles of association be amended and restated in their entirety and by the substitution in their place of the fourth amended and restated
memorandum and articles of association and that our board of directors be authorized to deal with on behalf of our company the relevant filing
and amendments (where necessary) procedures and other related issues arising from the amendments to the third amended and restated
memorandum and articles of association. The material provisions of our fourth amended and restatement memorandum and articles of
association are summarized in “Item 10. Additional Information—B. Memorandum and Articles of Association” of our annual report on Form
20-F with which this exhibit is filed.
Pursuant to Section 2(d) of the Instructions as to Exhibits to Form 20-F, we shall provide in this exhibit a description of the rights of
each class of securities that is registered under Section 12 of the Exchange Act as of December 31, 2022. Our effective memorandum and
articles of association as of December 31, 2022, and until our fourth amended and restated memorandum and articles of association becomes
effective, is our third amended and restatement memorandum and articles of association. For references to Item 10 of Form 20-F in the
“Description of Class A Ordinary Shares” of this exhibit, see “Item 10. Additional Information—B. Memorandum and Articles of Association”
of our annual report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2022.
Description of Class A Ordinary Shares
The following is a summary of material provisions of our currently effective third amended and restated memorandum and articles of
association (the “Memorandum and Articles of Association”), as well as the Companies Act (As Revised) of the Cayman Islands (the
“Companies Act”) insofar as they relate to the material terms of our ordinary shares. Notwithstanding this, because it is a summary, it may not
contain all the information that you may otherwise deem important. For more complete information, you should read the entire Memorandum
and Articles of Association, which has been furnished to the SEC as an exhibit to our current report on Form 6-K (File No. 001-37922).
Type and Class of Securities (Item 9.A.5 of Form 20-F)
Each Class A ordinary share has US$0.0001 par value. The respective number of Class A ordinary shares that have been issued as of
the last day of the respective financial year is provided on the cover of the annual report
1
on Form 20-F (the “Form 20-F”). Our Class A ordinary shares are issued in registered form, and are issued when registered in our register of
members. Our company will not issue shares to bearer.
Preemptive Rights (Item 9.A.3 of Form 20-F)
Our shareholders do not have preemptive rights.
Limitations or Qualifications (Item 9.A.6 of Form 20-F)
We have a dual-class voting structure such that our ordinary shares consist of Class A ordinary shares and Class B ordinary shares. On
a show of hands each shareholder is entitled to one vote for each ordinary share registered in his/her name on the register of members or, on a
poll, each Class A ordinary share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of the
company, and each Class B ordinary share shall entitle the holder thereof to ten (10) votes on all matters subject to vote at general meetings of
the company. Due to the super voting power conferred upon the holders of Class B ordinary shares, the voting power of the holders of the Class
A ordinary shares may be materially limited.
Rights of Other Types of Securities (Item 9.A.7 of Form 20-F)
Not applicable.
Rights of Class A Ordinary Shares (Item 10.B.3 of Form 20-F)
Classes of Ordinary Shares
Our ordinary shares are divided into Class A ordinary shares and Class B ordinary shares. Holders of our Class A ordinary shares and
Class B ordinary shares will have the same rights except for voting and conversion rights.
Conversion.
Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares
are not convertible into Class B ordinary shares under any circumstances. Upon any sale of Class B ordinary shares by a holder thereof to any
person or entity that is not an Affiliate (as defined in our Memorandum and Articles of Association) of such holder or upon a change of
ultimate beneficial ownership of any Class B ordinary shares to any person who is not an affiliate of the holder of such Class B ordinary shares,
such Class B ordinary shares will be automatically and immediately converted into an equal number of Class A ordinary shares. In addition, if
at any time, Mr. Meisong Lai and his affiliates collectively own less than 10% of the issued and outstanding share capital of our company, each
issued and outstanding Class B ordinary share will be automatically and immediately converted into one Class A ordinary share, and we will
not issue any Class B ordinary shares thereafter.
Dividends
The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors. In addition, our
shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our directors. Our
Memorandum and Articles of Association provide that dividends may be declared and paid out of our profits, realized or unrealized, or from
any reserve set aside from profits which our board of directors determine is no longer needed. Dividends may also be declared and paid out of
share premium account or any other fund or account which can be authorized for this purpose in accordance with the Companies Act, provided
that in no circumstances may we pay a dividend if this would result in our company being unable to pay its debts as they fall due in the
ordinary course of business.
Voting Rights
On a show of hands each shareholder is entitled to one vote for each ordinary shares registered in his name on the register of members
or, on a poll, each shareholder is entitled to one vote for each Class A ordinary share registered in his name on the register of members and ten
votes for each Class B ordinary share registered in his name on the register of members, voting together as a single class, on all matters that
require a shareholder’s vote. Voting
2
at any shareholders’ meeting is by show of hands unless a poll is demanded. A poll may be demanded by the chairman of such meeting or any
shareholders present in person or by proxy.
We shall, for as long as our Class A ordinary shares remain listed on the Hong Kong Stock Exchange, in each calendar year hold a
general meeting as our annual general meeting and shall specify the meeting as such in the notices calling it. A quorum required for a meeting
of shareholders consists of one or more shareholders present and holding not less than 10%, for as long as the Class A ordinary shares remain
listed on the Hong Kong Stock Exchange, or otherwise not less than one-third of the votes attaching to all issued and outstanding shares in our
company. Shareholders may be present in person or by proxy or, if the shareholder is a legal entity, by its duly authorized representative.
Shareholders’ meetings may be convened by the chairman of the board of directors or our board of directors on its own initiative or upon a
request to the directors by shareholders holding not less than 10%, on a one vote per share basis, for as long as the Class A ordinary shares
remain listed on the Hong Kong Stock Exchange, or otherwise no less than one-third of all votes attaching to our issued and outstanding shares.
Advance notice of at least 14 days, for as long as the Class A Ordinary Shares remain listed on the Hong Kong Stock Exchange, or otherwise at
least ten calendar days is required for the convening of our annual general shareholders’ meeting and any other general shareholders’ meeting.
An ordinary resolution to be passed at a meeting by the shareholders requires the affirmative vote of a simple majority of the votes
attaching to the ordinary shares cast by those shareholders entitled to vote who are present in person or by proxy at a meeting, while a special
resolution requires the affirmative vote of no less than two-thirds of the votes attaching to the ordinary shares case by those shareholders
entitled to vote who are present in person or by proxy at a meeting. A special resolution will be required for important matters such as a change
of name or making changes to our Memorandum and Articles of Association. Holders of the ordinary shares may, among other things, divide or
combine their shares by ordinary resolution.
Transfer of Ordinary Shares
Subject to the restrictions set out below and the provisions above in respect of the transfer of Class B ordinary shares, any of our
shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form
approved by our board of directors.
Our board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up
or on which we have a lien. Our board of directors may also decline to register any transfer of any ordinary share unless:
·
·
·
·
·
the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such
other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer;
the instrument of transfer is in respect of only one class of ordinary shares;
the instrument of transfer is properly stamped, if required; and
in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not
exceed four.
a fee of such maximum sum as the New York Stock Exchange may determine to be payable or such lesser sum as our directors
may from time to time require is paid to us in respect thereof.
If our directors refuse to register a transfer they shall, within three months after the date on which the instrument of transfer was
lodged, send to each of the transferor and the transferee notice of such refusal.
The registration of transfers may, after compliance with any notice required of the New York Stock Exchange, be suspended and the
register closed at such times and for such periods as our board of directors may from time to time determine, provided, however, that the
registration of transfers shall not be suspended nor the register closed for more than 30 days in any year as our board may determine.
3
Liquidation Rights
On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of shares), assets available for
distribution among the holders of ordinary shares shall be distributed among the holders of our shares on a pro rata basis. If our assets available
for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by our shareholders
proportionately.
Calls on Ordinary Shares and Forfeiture of Ordinary shares
Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their shares in a notice served
to such shareholders at least 14 days prior to the specified time and place of payment. The shares that have been called upon and remain unpaid
are subject to forfeiture.
Redemption, Repurchase and Surrender of Ordinary Shares
We may issue shares on terms that such shares may be redeemed, at our option or at the option of the holders thereof, in such manner
and on such terms as may be determined, before the issue of such shares, by either our board of directors or by a special resolution of our
shareholders. Our company may also repurchase any of our shares in such manner and on such terms as have been approved by our board of
directors or by ordinary resolution of our shareholders, or are otherwise authorized by our Memorandum and Articles of Association. Under the
Companies Act, the redemption or repurchase of any share may be paid out of our company’s profits or out of the proceeds of a fresh issue of
shares made for the purpose of such redemption or repurchase, or out of capital (including share premium account and capital redemption
reserve) if our company can, immediately following such payment, pay its debts as they fall due in the ordinary course of business. In addition,
under the Companies Act no such share may be redeemed or repurchased (a)unless it is fully paid up, (b)if such redemption or repurchase
would result in there being no shares outstanding, or (c)if the company has commenced liquidation. In addition, our company may accept the
surrender of any fully paid share for no consideration.
Requirements to Change the Rights of Holders of Class A Ordinary Shares (Item 10.B.4 of Form 20-F)
Variations of Rights of Shares
Whenever the capital of our company is divided into different classes, the rights attached to any such class may, subject to any rights
or restrictions for the time being attached to any class, only be materially adversely varied with the consent in writing of the holders of two-
thirds of the issued shares of that class or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of
that class. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, subject to any rights or
restrictions for the time being attached to the shares of that class, be deemed to be materially adversely varied by, inter alia, the creation,
allotment or issue of further shares ranking pari passu with or subsequent to them or the redemption or purchase of any shares of any class by
our company. The rights of the holders of shares shall not be deemed to be materially adversely varied by the creation or issue of shares with
preferred or other rights including, without limitation, the creation of shares with enhanced or weighted voting rights.
Limitations on the Rights to Own Class A Ordinary Shares (Item 10.B.6 of Form 20-F)
There are no limitations under the laws of the Cayman Islands or under the Memorandum and Articles of Association that limit the
right of non-resident or foreign owners to hold or vote ordinary shares, other than anti-takeover provisions contained in the Memorandum and
Articles of Association that may limit the ability of others to acquire control of our company or cause our company to engage in change-of-
control transactions.
Provisions Affecting Any Change of Control (Item 10.B.7 of Form 20-F)
Anti-Takeover Provisions
Some provisions of our Memorandum and Articles of Association may discourage, delay or prevent a change of control of our
company or management that shareholders may consider favorable, including provisions that:
4
·
·
authorize our board of directors to issue preference shares in one or more series and to designate the price, rights, preferences,
privileges and restrictions of such preference shares without any further vote or action by our shareholders; and
limit the ability of shareholders to requisition and convene general meetings of shareholders.
However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our Memorandum
and Articles of Association for a proper purpose and for what they believe in good faith to be in the best interests of our company.
Ownership Threshold (Item 10.B.8 of Form 20-F)
There are no provisions under Cayman Islands law applicable to the Company, or under the Memorandum and Articles of Association,
that require the Company to disclose shareholder ownership above any particular ownership threshold.
Differences between the Law of Different Jurisdictions (Item 10.B.9 of Form 20-F)
The Companies Act is derived, to a large extent, from the older Companies Acts of England but does not follow recent United
Kingdom statutory enactments, and accordingly there are significant differences between the Companies Act and the current Companies Act of
England. In addition, the Companies Act differs from laws applicable to United States corporations and their shareholders. Set forth below is a
summary of certain significant differences between the provisions of the Companies Act applicable to us and the laws applicable to companies
incorporated in the United States and their shareholders.
Mergers and Similar Arrangements. The Companies Act permits mergers and consolidations between Cayman Islands companies and
between Cayman Islands companies and non-Cayman Islands companies. For these purposes, (a) "merger" means the merging of two or more
constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company and (b)
a "consolidation" means the combination of two or more constituent companies into a combined company and the vesting of the undertaking,
property and liabilities of such companies to the consolidated company. In order to effect such a merger or consolidation, the directors of each
constituent company must approve a written plan of merger or consolidation, which must then be authorized by (a) a special resolution of the
shareholders of each constituent company, and (b) such other authorization, if any, as may be specified in such constituent company's articles of
association. The written plan of merger or consolidation must be filed with the Registrar of Companies of the Cayman Islands together with a
declaration as to the solvency of the consolidated or surviving company, a list of the assets and liabilities of each constituent company and an
undertaking that a copy of the certificate of merger or consolidation will be given to the members and creditors of each constituent company
and that notification of the merger or consolidation will be published in the Cayman Islands Gazette. Court approval is not required for a
merger or consolidation which is effected in compliance with these statutory procedures.
A merger between a Cayman parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution
of shareholders. For this purpose a subsidiary is a company of which at least 90% of the issued shares entitled to vote are owned by the parent
company.
The consent of each holder of a fixed or floating security interest of a constituent company is required unless this requirement is
waived by a court in the Cayman Islands.
Except in certain limited circumstances, a shareholder of a Cayman Islands constituent company who dissents from the merger or
consolidation is entitled to payment of the fair value of his or her shares (which, if not agreed between the parties, will be determined by the
Cayman Islands court) upon dissenting from a merger or consolidation, provided the dissenting shareholder complies strictly with the
procedures set out in the Companies Act. The exercise of such dissenter rights will preclude the exercise by the dissenting shareholder of any
other rights to which he or she might otherwise be entitled by virtue of holding shares, except for the right to seek relief on the grounds that the
merger or consolidation is void or unlawful.
5
Separate from the statutory provisions relating to mergers and consolidations, the Companies Act also contains statutory provisions
that facilitate the reconstruction and amalgamation of companies by way of schemes of arrangement, provided that the arrangement is approved
by a majority in number of each class of shareholders or creditors with whom the arrangement is to be made and who must, in addition,
represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person
or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be
sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the
transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:
·
·
·
·
the statutory provisions as to the required majority vote have been met;
the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without
coercion of the minority to promote interests adverse to those of the class;
the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his
interest; and
the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act.
The Companies Act also contains a statutory power of compulsory acquisition which may facilitate the "squeeze out" of dissentient
minority shareholders upon a tender offer. When a tender offer is made and accepted by holders of 90% of the shares affected within four
months, the offeror may, within a two-month period commencing on the expiration of such four month period, require the holders of the
remaining shares to transfer such shares to the offeror on the terms of the offer. An objection can be made to the Grand Court of the Cayman
Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or
collusion.
If an arrangement and reconstruction by way of scheme of arrangement is thus approved and sanctioned, or if a tender offer is made
and accepted, in accordance with the foregoing statutory procedures, a dissenting shareholder would have no rights comparable to appraisal
rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment
in cash for the judicially determined value of the shares.
Shareholders’ Suits. In principle, we will normally be the proper plaintiff to sue for a wrong done to us as a company, and as a general
rule a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be
of persuasive authority in the Cayman Islands, the Cayman Islands court can be expected to apply and follow the common law principles
(namely the rule in Foss v. Harbottle and the exceptions thereto) which permit a minority shareholder to commence a class action against, or
derivative actions in the name of, a company to challenge the following:
·
·
·
an act which is illegal or ultra vires;
an act which, although not ultra vires, could only be effected duly if authorized by a special or qualified majority vote that has not
been obtained; and
an act which constitutes a fraud on the minority where the wrongdoers are themselves in control of the company.
Indemnification of Directors and Executive Officers and Limitation of Liability. Cayman Islands law does not limit the extent to which
a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such
provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or
the consequences of committing a crime. Our Memorandum and Articles of Association provide that we shall indemnify our directors and
officers against all losses, damages, costs, expenses, actions, proceedings, charges or liabilities incurred in their capacities as such unless such
losses or damages arise from dishonesty, willful default or fraud of such directors or officers in or about
6
the conduct of our company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his
duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities
incurred by such director or officer in defending (whether successfully or otherwise) any civil proceedings concerning our company or our
affairs in any court whether in the Cayman Islands or elsewhere. This standard of conduct is generally the same as permitted under the
Delaware General Corporation Law for a Delaware corporation.
In addition, we have entered into indemnification agreements with our directors and executive officers that provide such persons with
additional indemnification beyond that provided in our Memorandum and Articles of Association.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons
controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
Directors’ Fiduciary Duties. Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the
corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a
director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a
director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction.
The duty of loyalty requires that a director acts in a manner he reasonably believes to be in the best interests of the corporation. He must not use
his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the
corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by
the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the
honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a
breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, the director must prove the
procedural fairness of the transaction, and that the transaction was of fair value to the corporation.
As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the
company and therefore it is considered that he owes the following duties to the company—a duty to act bona fide in the best interests of the
company, a duty not to make a profit based on his position as director (unless the company permits him to do so) and a duty not to put himself
in a position where the interests of the company conflict with his personal interest or his duty to a third party. A director of a Cayman Islands
company owes to the company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance
of his duties a greater degree of skill than may reasonably be expected from a person of his knowledge and experience. However, English and
Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be
followed in the Cayman Islands.
Shareholder Action by Written Consent. Under the Delaware General Corporation Law, a corporation may eliminate the right of
shareholders to act by written consent by amendment to its certificate of incorporation. Cayman Islands law and our Memorandum and Articles
of Association provide that shareholders may approve corporate matters by way of a unanimous written resolution signed by or on behalf of
each shareholder who would have been entitled to vote on such matter at a general meeting without a meeting being held.
Shareholder Proposals. Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the
annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called
by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling
special meetings.
Cayman Islands law does not provide shareholders any right to put proposal before a meeting and provides limited rights for
shareholders to requisition a general meeting. However, these rights may be provided in articles of association. Our Memorandum and Articles
of Association allow our shareholders holding not less than 10%, on a one vote per share basis, for as long as our Class A ordinary shares
remain listed on the Hong Kong Stock Exchange, or otherwise no less than one-third of all votes attaching to our issued and outstanding shares
capital to requisition a shareholder’s meeting. Other than this right to requisition a shareholders’ meeting, our Memorandum and Articles of
7
Association do not provide our shareholders other right to put proposal before a meeting. As an exempted Cayman Islands company,
we are not obliged by law to call shareholders’ annual general meetings.
Cumulative Voting. Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless
the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority
shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single
director, which increases the shareholder’s voting power with respect to electing such director. There are no prohibitions in relation to
cumulative voting under the laws of the Cayman Islands but our Memorandum and Articles of Association do not provide for cumulative
voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.
Removal of Directors. Under the Delaware General Corporation Law, a director of a corporation with a classified board may be
removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation
provides otherwise. Under our Memorandum and Articles of Association, directors may be removed with or without cause, by an ordinary
resolution of our shareholders.
Transactions with Interested Shareholders. The Delaware General Corporation Law contains a business combination statute applicable
to Delaware corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its
certificate of incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years
following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which
owns or owned 15% or more of the target’s outstanding voting share within the past three years. This has the effect of limiting the ability of a
potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if,
among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the
business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential
acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.
Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the
Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its
significant shareholders, it does provide that such transactions must be entered into bona fide in the best interests of the company and not with
the effect of constituting a fraud on the minority shareholders.
Dissolution; Winding Up. Under the Delaware General Corporation Law, unless the board of directors approves the proposal to
dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is
initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a
Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated
by the board.
Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special
resolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has
authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do
so. Under the Companies Act and our Memorandum and Articles of Association, our company may be dissolved, liquidated or wound up by a
special resolution of our shareholders.
Variation of Rights of Shares. Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares
with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under
Cayman Islands law and our Memorandum and Articles of Association, if our share capital is divided into more than one class of shares, we
may vary the rights attached to any class with the written consent of the holders of two-thirds of the issued shares of that class or with the
sanction of a special resolution passed at a general meeting of the holders of the shares of that class.
Amendment of Governing Documents. Under the Delaware General Corporation Law, a corporation’s governing documents may be
amended with the approval of a majority of the outstanding shares entitled to vote,
8
unless the certificate of incorporation provides otherwise. As permitted by Cayman Islands law, our Memorandum and Articles of Association
may only be amended with a special resolution of our shareholders.
Rights of Non-Resident or Foreign Shareholders. There are no limitations imposed by our Memorandum and Articles of Association
on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares.
Changes in Capital (Item 10.B.10 of Form 20-F)
The company may from time to time by ordinary resolution increase the share capital by such sum, to be divided into shares of such
classes and amount, as the resolution shall prescribe. The company may by ordinary resolution:
(a)
(b)
increase its share capital by new shares of such amount as it thinks expedient;
consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares;
(c)
subdivide its shares, or any of them, into shares of an amount smaller than that fixed by the Memorandum and Articles of
Association, provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share
shall be the same as it was in case of the Share from which the reduced share is derived; and
(d)
cancel any shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person
and diminish the amount of its share capital by the amount of the shares so cancelled.
The company may by special resolution reduce its share capital and any capital redemption reserve in any manner authorised by law.
Debt Securities (Item 12.A of Form 20-F)
Not applicable.
Warrants and Rights (Item 12.B of Form 20-F)
Not applicable.
Other Securities (Item 12.C of Form 20-F)
Not applicable.
Description of American Depositary Shares (Items 12.D.1 and 12.D.2 of Form 20-F)
JPMorgan Chase Bank, N.A., as depositary issues the ADSs. Each ADS represents an ownership interest in a designated number of
shares which we deposited with the custodian, as agent of the depositary, under the deposit agreement among our company, the depositary and
ADR holders. Each ADS also represents any securities, cash or other property deposited with the depositary but which they have not
distributed directly to you. Unless certificated ADRs are specifically requested by you, all ADSs will be issued on the books of our depositary
in book-entry form and periodic statements will be mailed to you which reflect your ownership interest in such ADSs. In our description,
references to American depositary receipts or ADRs shall include the statements you will receive which reflect your ownership of ADSs.
The depositary’s office is located at 383 Madison Avenue, Floor 11, New York, NY, 10179.
You may hold ADSs either directly or indirectly through your broker or other financial institution. If you hold ADSs directly, by
having an ADS registered in your name on the books of the depositary, you are an ADR holder. This description assumes you hold your ADSs
directly. If you hold the ADSs through your broker or financial institution nominee, you must rely on the procedures of such broker or financial
institution to assert the rights of an
9
ADR holder described in this section. You should consult with your broker or financial institution to find out what those procedures are.
As an ADR holder, we will not treat you as a shareholder of ours and you will not have any shareholder rights. Cayman Islands law
governs shareholder rights. Because the depositary or its nominee will be the shareholder of record for the shares represented by all outstanding
ADSs, shareholder rights rest with such record holder. Your rights are those of an ADR holder. Such rights derive from the terms of the deposit
agreement to be entered into among us, the depositary and all registered holders from time to time of ADSs issued under the deposit agreement.
The obligations of the depositary and its agents are also set out in the deposit agreement. Because the depositary or its nominee will actually be
the registered owner of the shares, you must rely on it to exercise the rights of a shareholder on your behalf. The deposit agreement and the
ADSs are governed by New York law. Under the deposit agreement, as an ADR holder, you agree that any legal suit, action or proceeding
against or involving us or the depositary, arising out of or based upon the deposit agreement, the ADSs or the transactions contemplated
thereby, may only be instituted in a state or federal court in New York, New York, and you irrevocably waive any objection which you may
have to the laying of venue of any such proceeding and irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action or
proceeding.
The following is a summary of what we believe to be the material terms of the deposit agreement. Notwithstanding this, because it is a
summary, it may not contain all the information that you may otherwise deem important. For more complete information, you should read the
entire deposit agreement and the form of ADR which contains the terms of your ADSs. You can read a copy of the deposit agreement which is
filed as exhibit 4.3 to Form S-8 filed on January 12, 2018 (File No.333-222519). The form of ADR is incorporated in the deposit agreement.
Share Dividends and Other Distributions
How will I receive dividends and other distributions on the shares underlying my ADSs?
We may make various types of distributions with respect to our securities. The depositary has agreed that, to the extent practicable, it
will pay to you the cash dividends or other distributions it or the custodian receives on shares or other deposited securities, after converting any
cash received into U.S. dollars (if it determines such conversion may be made on a reasonable basis) and, in all cases, making any necessary
deductions provided for in the deposit agreement. The depositary may utilize a division, branch or affiliate of JPMorgan Chase Bank, N.A. to
direct, manage and/or execute any public and/or private sale of securities under the deposit agreement. Such division, branch and/or affiliate
may charge the depositary a fee in connection with such sales, which fee is considered an expense of the depositary. You will receive these
distributions in proportion to the number of underlying securities that your ADSs represent.
Except as stated below, the depositary will deliver such distributions to ADR holders in proportion to their interests in the following
manner:
·
·
Cash. The depositary will distribute any U.S. dollars available to it resulting from a cash dividend or other cash distribution or the
net proceeds of sales of any other distribution or portion thereof (to the extent applicable), on an averaged or other practicable
basis, subject to (i) appropriate adjustments for taxes withheld, (ii) such distribution being impermissible or impracticable with
respect to certain registered ADR holders, and (iii) deduction of the depositary’s and/or its agents’ expenses in (1) converting any
foreign currency to U.S. dollars to the extent that it determines that such conversion may be made on a reasonable basis, (2)
transferring foreign currency or U.S. dollars to the United States by such means as the depositary may determine to the extent that
it determines that such transfer may be made on a reasonable basis, (3) obtaining any approval or license of any governmental
authority required for such conversion or transfer, which is obtainable at a reasonable cost and within a reasonable time and (4)
making any sale by public or private means in any commercially reasonable manner. If exchange rates fluctuate during a time
when the depositary cannot convert a foreign currency, you may lose some or all of the value of the distribution.
Shares. In the case of a distribution in shares, the depositary will issue additional ADRs to evidence the number of ADSs
representing such shares. Only whole ADSs will be issued. Any shares which would
10
result in fractional ADSs will be sold and the net proceeds will be distributed in the same manner as cash to the ADR holders
entitled thereto.
·
Rights to receive additional shares. In the case of a distribution of rights to subscribe for additional shares or other rights, if we
timely provide evidence satisfactory to the depositary that it may lawfully distribute such rights, the depositary will distribute
warrants or other instruments in the discretion of the depositary representing such rights. However, if we do not timely furnish
such evidence, the depositary may:
(i)
(ii)
sell such rights if practicable and distribute the net proceeds in the same manner as cash to the ADR holders entitled
thereto; or
if it is not practicable to sell such rights by reason of the non-transferability of the rights, limited markets therefor, their
short duration or otherwise, do nothing and allow such rights to lapse, in which case ADR holders will receive nothing
and the rights may lapse.
We have no obligation to file a registration statement under the Securities Act in order to make any rights available to ADR holders.
·
Other Distributions. In the case of a distribution of securities or property other than those described above, the depositary may
either (i) distribute such securities or property in any manner it deems equitable and practicable or (ii) to the extent the depositary
deems distribution of such securities or property not to be equitable and practicable, sell such securities or property and distribute
any net proceeds in the same way it distributes cash.
If the depositary determines in its discretion that any distribution described above is not practicable with respect to any specific
registered ADR holder, the depositary may choose any method of distribution that it deems practicable for such ADR holder, including the
distribution of foreign currency, securities or property, or it may retain such items, without paying interest on or investing them, on behalf of
the ADR holder as deposited securities, in which case the ADSs will also represent the retained items.
Any U.S. dollars will be distributed by checks drawn on a bank in the United States for whole dollars and cents. Fractional cents will
be withheld without liability and dealt with by the depositary in accordance with its then current practices.
The depositary is not responsible if it fails to determine that any distribution or action is lawful or reasonably practicable.
There can be no assurance that the depositary will be able to convert any currency at a specified exchange rate or sell any property,
rights, shares or other securities at a specified price, nor that any of such transactions can be completed within a specified time period. All
purchases and sales of securities will be handled by the Depositary in accordance with its then current policies.
Deposit, Withdrawal and Cancellation
How does the depositary issue ADSs?
The depositary will issue ADSs if you or your broker deposit shares or evidence of rights to receive shares with the custodian and pay
the fees and expenses owing to the depositary in connection with such issuance.
Shares deposited with the custodian must be accompanied by certain delivery documentation and shall, at the time of such deposit, be
registered in the name of JPMorgan Chase Bank, N.A., as depositary for the benefit of holders of ADRs or in such other name as the depositary
shall direct.
The custodian will hold all deposited shares for the account and to the order of the depositary. ADR holders thus have no direct
ownership interest in the shares and only have such rights as are contained in the deposit agreement. The custodian will also hold any additional
securities, property and cash received on or in substitution for the deposited shares. The deposited shares and any such additional items are
referred to as “deposited securities”.
11
Upon each deposit of shares, receipt of related delivery documentation and compliance with the other provisions of the deposit
agreement, including the payment of the fees and charges of the depositary and any taxes or other fees or charges owing, the depositary will
issue an ADR or ADRs in the name or upon the order of the person entitled thereto evidencing the number of ADSs to which such person is
entitled. All of the ADSs issued will, unless specifically requested to the contrary, be part of the depositary’s direct registration system, and a
registered holder will receive periodic statements from the depositary which will show the number of ADSs registered in such holder’s name.
An ADR holder can request that the ADSs not be held through the depositary’s direct registration system and that a certificated ADR be issued.
How do ADR holders cancel an ADS and obtain deposited securities?
When you turn in your ADR certificate at the depositary’s office, or when you provide proper instructions and documentation in the
case of direct registration ADSs, the depositary will, upon payment of certain applicable fees, charges and taxes, deliver the underlying shares
to you or upon your written order. Delivery of deposited securities in certificated form will be made at the custodian’s office. At your risk,
expense and request, the depositary may deliver deposited securities at such other place as you may request.
The depositary may only restrict the withdrawal of deposited securities in connection with:
·
·
·
temporary delays caused by closing our transfer books or those of the depositary or the deposit of shares in connection with
voting at a shareholders’ meeting, or the payment of dividends;
the payment of fees, taxes and similar charges; or
compliance with any U.S. or foreign laws or governmental regulations relating to the ADRs or to the withdrawal of deposited
securities.
This right of withdrawal may not be limited by any other provision of the deposit agreement.
Record Dates
The depositary may, after consultation with us if practicable, fix record dates (which, to the extent applicable, shall be as near as
practicable to any corresponding record dates set by us) for the determination of the registered ADR holders who will be entitled (or obligated,
as the case may be):
·
·
·
·
to receive any distribution on or in respect of deposited securities,
to give instructions for the exercise of voting rights at a meeting of holders of shares,
to pay the fee assessed by the depositary for administration of the ADR program and for any expenses as provided for in the
ADR, or
to receive any notice or to act in respect of other matters
all subject to the provisions of the deposit agreement.
Voting Rights
How do I vote?
If you are an ADR holder and the depositary asks you to provide it with voting instructions, you may instruct the depositary how to
exercise the voting rights for the shares which underlie your ADSs. Subject to the next sentence, as soon as practicable after receipt from us of
notice of any meeting at which the holders of shares are entitled to vote, or of our solicitation of consents or proxies from holders of shares, the
depositary shall fix the ADS record date in accordance with the provisions of the deposit agreement in respect of such meeting or solicitation of
consent or proxy. The depositary shall, if we request in writing in a timely manner (the depositary having no obligation to take any further
action if our request shall not have been received by the depositary at least 30 days prior to the date of such vote or meeting) and at our expense
and provided no legal prohibitions exist, distribute to the registered ADR holders
12
a notice stating such information as is contained in the voting materials received by the depositary and describing how you may instruct, or,
subject to the next sentence, will be deemed to instruct, the depositary to exercise the voting rights for the shares which underlie your ADSs,
including instructions for giving a discretionary proxy to a person designated by us. To the extent we have provided the depositary with at least
40 days’ notice of a proposed meeting, if voting instructions are not timely received by the depositary from any holder, such holder shall be
deemed, and in the deposit agreement the depositary is instructed to deem such holder, to have instructed the depositary to give a discretionary
proxy to a person designated by us to vote the shares represented by their ADSs as desired, provided that no such instruction shall be deemed
given and no discretionary proxy shall be given (a) if we inform the depositary in writing that (i) we do not wish such proxy to be given, (ii)
substantial opposition exists with respect to any agenda item for which the proxy would be given or (iii) the agenda item in question, if
approved, would materially or adversely affect the rights of holders of shares and (b) unless, with respect to such meeting, we have provided
the depositary with an opinion of our counsel, in form and substance satisfactory to the depositary, to the effect that (a) the granting of such
discretionary proxy does not subject the depositary to any reporting obligations in the Cayman Islands, (b) the granting of such proxy will not
result in a violation of any applicable law, public rule or regulation in force in the Cayman Islands, (c) the courts of the Cayman Islands will
give effect to the voting arrangement and deemed instruction as contemplated in the proxy under Cayman Islands law and (d) there is nothing
under Cayman Islands law which would result in the depositary being deemed to have exercised any discretion when voting in accordance with
the terms of the proxy.
Holders are strongly encouraged to forward their voting instructions to the depositary as soon as possible. For instructions to be valid,
the ADR department of the depositary that is responsible for proxies and voting must receive them in the manner and on or before the time
specified, notwithstanding that such instructions may have been physically received by the depositary prior to such time. The depositary will
not itself exercise any voting discretion. Furthermore, neither the depositary nor its agents are responsible for any failure to carry out any voting
instructions, for the manner in which any vote is cast or for the effect of any vote. Notwithstanding anything contained in the deposit agreement
or any ADR, the depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the
ADSs are listed, in lieu of distribution of the materials provided to the depositary in connection with any meeting of, or solicitation of consents
or proxies from, holders of deposited securities, distribute to the registered holders of ADRs a notice that provides such holders with, or
otherwise publicizes to such holders, instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to
a website containing the materials for retrieval or a contact for requesting copies of the materials).
We have advised the depositary that under the Cayman Islands law and our constituent documents, each as in effect as of the date of
the deposit agreement, voting at any meeting of shareholders is by show of hands unless a poll is (before or on the declaration of the results of
the show of hands) demanded. In the event that voting on any resolution or matter is conducted on a show of hands basis in accordance with
our constituent documents, the depositary will refrain from voting and the voting instructions received by the depositary from holders shall
lapse. The depositary will not demand a poll or join in demanding a poll, whether or not requested to do so by holders of ADSs.
There is no guarantee that you will receive voting materials in time to instruct the depositary to vote and it is possible that you, or
persons who hold their ADSs through brokers, dealers or other third parties, will not have the opportunity to exercise a right to vote.
Reports and Other Communications
Will ADR holders be able to view our reports?
The depositary will make available for inspection by ADR holders at the offices of the depositary and the custodian the deposit
agreement, the provisions of or governing deposited securities, and any written communications from us which are both received by the
custodian or its nominee as a holder of deposited securities and made generally available to the holders of deposited securities.
Additionally, if we make any written communications generally available to holders of our shares, and we furnish copies thereof (or
English translations or summaries) to the depositary, it will distribute the same to registered ADR holders.
13
Payment of Taxes
ADR holders must pay any tax or other governmental charge payable by the custodian or the depositary on any ADS or ADR,
deposited security or distribution. If any taxes or other governmental charges (including any penalties and/or interest) shall become payable by
or on behalf of the custodian or the depositary with respect to any ADR, any deposited securities represented by the ADSs evidenced thereby or
any distribution thereon, including, without limitation, any Chinese Enterprise Income Tax owing if the Circular Guoshuifa [2009] No. 82
issued by the Chinese State Administration of Taxation (SAT) or any other circular, edict, order or ruling, as issued and as from time to time
amended, is applied or otherwise, such tax or other governmental charge shall be paid by the holder thereof to the depositary and by holding or
having held an ADR the holder and all prior holders thereof, jointly and severally, agree to indemnify, defend and save harmless each of the
depositary and its agents in respect thereof. If an ADR holder owes any tax or other governmental charge, the depositary may (i) deduct the
amount thereof from any cash distributions, or (ii) sell deposited securities (by public or private sale) and deduct the amount owing from the net
proceeds of such sale. In either case the ADR holder remains liable for any shortfall. If any tax or governmental charge is unpaid, the
depositary may also refuse to effect any registration, registration of transfer, split-up or combination of deposited securities or withdrawal of
deposited securities until such payment is made. If any tax or governmental charge is required to be withheld on any cash distribution, the
depositary may deduct the amount required to be withheld from any cash distribution or, in the case of a non-cash distribution, sell the
distributed property or securities (by public or private sale) in such amounts and in such manner as the depositary deems necessary and
practicable to pay such taxes and distribute any remaining net proceeds or the balance of any such property after deduction of such taxes to the
ADR holders entitled thereto.
By holding an ADR or an interest therein, you will be agreeing to indemnify us, the depositary, its custodian and any of our or their
respective officers, directors, employees, agents and affiliates against, and hold each of them harmless from, any claims by any governmental
authority with respect to taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or
other tax benefit obtained.
Reclassifications, Recapitalizations and Mergers
If we take certain actions that affect the deposited securities, including (i) any change in par value, split-up, consolidation, cancellation
or other reclassification of deposited securities, (ii) any distributions of shares or other property not made to holders of ADRs or (iii) any
recapitalization, reorganization, merger, consolidation, liquidation, receivership, bankruptcy or sale of all or substantially all of our assets, then
the depositary may choose to, and shall if reasonably requested by us:
(1)
(2)
(3)
(4)
(5)
amend the form of ADR;
distribute additional or amended ADRs;
distribute cash, securities or other property it has received in connection with such actions;
sell any securities or property received and distribute the proceeds as cash; or
none of the above.
If the depositary does not choose any of the above options, any of the cash, securities or other property it receives will constitute part
of the deposited securities and each ADS will then represent a proportionate interest in such property.
Amendment and Termination
How may the deposit agreement be amended?
We may agree with the depositary to amend the deposit agreement and the ADSs without your consent for any reason. ADR holders
must be given at least 30 days’ notice of any amendment that imposes or increases any fees or charges (other than stock transfer or other taxes
and other governmental charges, transfer or registration fees, SWIFT, cable, telex or facsimile transmission costs, delivery costs or other such
expenses), or otherwise prejudices any substantial existing right of ADR holders. Such notice need not describe in detail the specific
amendments
14
effectuated thereby, but must identify to ADR holders a means to access the text of such amendment. If an ADR holder continues to hold an
ADR or ADRs after being so notified, such ADR holder is deemed to agree to such amendment and to be bound by the deposit agreement as so
amended. Notwithstanding the foregoing, if any governmental body or regulatory body should adopt new laws, rules or regulations which
would require amendment or supplement of the deposit agreement or the form of ADR to ensure compliance therewith, we and the depositary
may amend or supplement the deposit agreement and the ADR at any time in accordance with such changed laws, rules or regulations, which
amendment or supplement may take effect before a notice is given or within any other period of time as required for compliance. No
amendment, however, will impair your right to surrender your ADSs and receive the underlying securities, except in order to comply with
mandatory provisions of applicable law.
How may the deposit agreement be terminated?
The depositary may, and shall at our written direction, terminate the deposit agreement and the ADRs by mailing notice of such
termination to the registered holders of ADRs at least 30 days prior to the date fixed in such notice for such termination; provided, however, if
the depositary shall have (i) resigned as depositary under the deposit agreement, notice of such termination by the depositary shall not be
provided to registered holders unless a successor depositary shall not be operating under the deposit agreement within 60 days of the date of
such resignation, and (ii) been removed as depositary under the deposit agreement, notice of such termination by the depositary shall not be
provided to registered holders of ADRs unless a successor depositary shall not be operating under the deposit agreement on the 120th day after
our notice of removal was first provided to the depositary. After the date so fixed for termination, (a) all direct registration ADRs shall cease to
be eligible for the direct registration system and shall be considered ADRs issued on the ADR register maintained by the depositary and (b) the
depositary shall use its reasonable efforts to ensure that the ADSs cease to be DTC eligible so that neither DTC nor any of its nominees shall
thereafter be a registered holder of ADRs. At such time as the ADSs cease to be DTC eligible and/or neither DTC nor any of its nominees is a
registered holder of ADRs, the depositary shall (a) instruct its custodian to deliver all shares to us along with a general stock power that refers
to the names set forth on the ADR register maintained by the depositary and (b) provide us with a copy of the ADR register maintained by the
depositary. Upon receipt of such shares and the ADR register maintained by the depositary, we have agreed to use our best efforts to issue to
each registered holder a Share certificate representing the Shares represented by the ADSs reflected on the ADR register maintained by the
depositary in such registered holder’s name and to deliver such Share certificate to the registered holder at the address set forth on the ADR
register maintained by the depositary. After providing such instruction to the custodian and delivering a copy of the ADR register to us, the
depositary and its agents will perform no further acts under the deposit agreement or the ADRs and shall cease to have any obligations under
the deposit agreement and/or the ADRs.
Limitations on Obligations and Liability to ADR holders
Limits on our obligations and the obligations of the depositary; limits on liability to ADR holders and holders of ADSs
Prior to the issue, registration, registration of transfer, split-up, combination, or cancellation of any ADRs, or the delivery of any
distribution in respect thereof, and from time to time in the case of the production of proofs as described below, we or the depositary or its
custodian may require:
·
·
·
payment with respect thereto of (i) any stock transfer or other tax or other governmental charge, (ii) any stock transfer or
registration fees in effect for the registration of transfers of shares or other deposited securities upon any applicable register and
(iii) any applicable fees and expenses described in the deposit agreement;
the production of proof satisfactory to it of (i) the identity of any signatory and genuineness of any signature and (ii) such other
information, including without limitation, information as to citizenship, residence, exchange control approval, beneficial
ownership of any securities, compliance with applicable law, regulations, provisions of or governing deposited securities and
terms of the deposit agreement and the ADRs, as it may deem necessary or proper; and
compliance with such regulations as the depositary may establish consistent with the deposit agreement.
15
The issuance of ADRs, the acceptance of deposits of shares, the registration, registration of transfer, split-up or combination of ADRs
or the withdrawal of shares, may be suspended, generally or in particular instances, when the ADR register or any register for deposited
securities is closed or when any such action is deemed advisable by the depositary; provided that the ability to withdraw shares may only be
limited under the following circumstances: (i) temporary delays caused by closing transfer books of the depositary or our transfer books or the
deposit of shares in connection with voting at a shareholders’ meeting, or the payment of dividends, (ii) the payment of fees, taxes, and similar
charges, and (iii) compliance with any laws or governmental regulations relating to ADRs or to the withdrawal of deposited securities.
The deposit agreement expressly limits the obligations and liability of the depositary, ourselves and our respective agents, provided,
however, that no disclaimer of liability under the Securities Act of 1933 is intended by any of the limitations of liabilities provisions of the
deposit agreement. In the deposit agreement it provides that neither we nor the depositary nor any such agent will be liable if:
·
·
·
·
·
any present or future law, rule, regulation, fiat, order or decree of the United States, the Cayman Islands, the People’s Republic of
China or any other country or jurisdiction, or of any governmental or regulatory authority or securities exchange or market or
automated quotation system, the provisions of or governing any deposited securities, any present or future provision of our
charter, any act of God, war, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strike, civil unrest,
revolutions, rebellions, explosions, computer failure or circumstance beyond our, the depositary’s or our respective agents’ direct
and immediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in
connection with, any act which the deposit agreement or the ADRs provide shall be done or performed by us, the depositary or
our respective agents (including, without limitation, voting);
it exercises or fails to exercise discretion under the deposit agreement or the ADRs including, without limitation, any failure to
determine that any distribution or action may be lawful or reasonably practicable;
it performs its obligations under the deposit agreement and ADRs without gross negligence or willful misconduct;
it takes any action or refrains from taking any action in reliance upon the advice of or information from legal counsel,
accountants, any person presenting shares for deposit, any registered holder of ADRs, or any other person believed by it to be
competent to give such advice or information; or
it relies upon any written notice, request, direction or other document believed by it to be genuine and to have been signed,
presented or given by the proper party or parties.
Neither the depositary nor its agents have any obligation to appear in, prosecute or defend any action, suit or other proceeding in
respect of any deposited securities or the ADRs. We and our agents shall only be obligated to appear in, prosecute or defend any action, suit or
other proceeding in respect of any deposited securities or the ADRs, which in our opinion may involve us in expense or liability, if indemnity
satisfactory to us against all expense (including fees and disbursements of counsel) and liability is furnished as often as may be required. The
depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection
with the deposit agreement, any registered holder or holders of ADRs, any ADRs or otherwise related to the deposit agreement or ADRs to the
extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations,
administrative or judicial process, banking, securities or other regulators. The depositary shall not be liable for the acts or omissions made by,
or the insolvency of, any securities depository, clearing agency or settlement system. Furthermore, the depositary shall not be responsible for,
and shall incur no liability in connection with or arising from, the insolvency of any custodian that is not a branch or affiliate of JPMorgan
Chase Bank, N.A. Notwithstanding anything to the contrary contained in the deposit agreement or any ADRs, the depositary shall not be
responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the custodian except to
the extent that the custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the depositary or (ii) failed
to use reasonable care in the provision of custodial services to the depositary as determined in accordance with the standards prevailing in
16
the jurisdiction in which the custodian is located. The depositary and the custodian(s) may use third party delivery services and providers of
information regarding matters such as pricing, proxy voting, corporate actions, class action litigation and other services in connection with the
ADRs and the deposit agreement, and use local agents to provide extraordinary services such as attendance at annual meetings of issuers of
securities. Although the depositary and the custodian will use reasonable care (and cause their agents to use reasonable care) in the selection
and retention of such third party providers and local agents, they will not be responsible for any errors or omissions made by them in providing
the relevant information or services. The depositary shall not have any liability for the price received in connection with any sale of securities,
the timing thereof or any delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or
negligence on the part of the party so retained in connection with any such sale or proposed sale.
The depositary has no obligation to inform ADR holders or other holders of an interest in any ADSs about the requirements of
Cayman Islands or People’s Republic of China law, rules or regulations or any changes therein or thereto.
Additionally, none of us, the depositary or the custodian shall be liable for the failure by any ADR holder or beneficial owner therein
to obtain the benefits of credits on the basis of non-U.S. tax paid against such holder’s or beneficial owner’s income tax liability. Neither we
nor the depositary shall incur any liability for any tax consequences that may be incurred by ADR holders or beneficial owners therein on
account of their ownership of ADRs or ADSs.
Neither the depositary nor its agents will be responsible for any failure to carry out any instructions to vote any of the deposited
securities, for the manner in which any such vote is cast or for the effect of any such vote. The depositary may rely upon instructions from us or
our counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The depositary shall not incur
any liability for the content of any information submitted to it by us or on our behalf for distribution to ADR holders or for any inaccuracy of
any translation thereof, for any investment risk associated with acquiring an interest in the deposited securities, for the validity or worth of the
deposited securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the deposit agreement or for
the failure or timeliness of any notice from us. The depositary shall not be liable for any acts or omissions made by a successor depositary
whether in connection with a previous act or omission of the depositary or in connection with any matter arising wholly after the removal or
resignation of the depositary. Neither the depositary nor any of its agents shall be liable to registered holders or beneficial owners of interests in
ADSs for any indirect, special, punitive or consequential damages (including, without limitation, legal fees and expenses) or lost profits, in
each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim
may be brought.
In the deposit agreement each party thereto (including, for avoidance of doubt, each holder and beneficial owner and/or holder of
interests in ADRs) irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any suit,
action or proceeding against the depositary and/or us directly or indirectly arising out of or relating to the shares or other deposited securities,
the ADSs or the ADRs, the deposit agreement or any transaction contemplated therein, or the breach thereof (whether based on contract, tort,
common law or any other theory).
The depositary and its agents may own and deal in any class of our securities and in ADSs.
Disclosure of Interest in ADSs
To the extent that the provisions of or governing any deposited securities may require disclosure of or impose limits on beneficial or
other ownership of deposited securities, other shares and other securities and may provide for blocking transfer, voting or other rights to
enforce such disclosure or limits, you agree to comply with all such disclosure requirements and ownership limitations and to comply with any
reasonable instructions we may provide in respect thereof. We reserve the right to instruct you to deliver your ADSs for cancellation and
withdrawal of the deposited securities so as to permit us to deal with you directly as a holder of shares and, by holding an ADS or an interest
therein, you will be agreeing to comply with such instructions.
17
Books of Depositary
The depositary or its agent will maintain a register for the registration, registration of transfer, combination and split-up of ADRs,
which register shall include the depositary’s direct registration system. Registered holders of ADRs may inspect such records at the depositary’s
office at all reasonable times, but solely for the purpose of communicating with other holders in the interest of the business of our company or a
matter relating to the deposit agreement. Such register may be closed at any time or from time to time, when deemed expedient by the
depositary or, in the case of the issuance book portion of the ADR register, when reasonably requested by us solely in order to enable us to
comply with applicable law.
The depositary will maintain facilities for the delivery and receipt of ADRs.
Conversion between Class A Ordinary Shares Trading in Hong Kong and ADSs (Item 12.D.1 and 12.D.2 of Form 20-F)
Dealings and Settlement of Class A Ordinary Shares in Hong Kong
Our Class A ordinary shares is traded on the Hong Kong Stock Exchange in board lots of 50 Class A ordinary shares. Dealings in our
Class A ordinary shares on the Hong Kong Stock Exchange is conducted in Hong Kong dollars.
The transaction costs of dealings in our Class A ordinary shares on the Hong Kong Stock Exchange include:
·
·
·
·
·
·
·
·
Hong Kong Stock Exchange trading fee of 0.005% of the consideration of the transaction, charged to each of the buyer and seller;
SFC transaction levy of 0.0027% of the consideration of the transaction, charged to each of the buyer and seller;
trading tariff of HK$0.50 on each and every purchase or sale transaction. The decision on whether or not to pass the trading tariff
onto investors is at the discretion of brokers;
transfer deed stamp duty of HK$5.00 per transfer deed (if applicable), payable by the seller;
ad valorem stamp duty at a total rate of 0.2% of the value of the transaction, with 0.1% payable by each of the buyer and the
seller;
stock settlement fee, which is currently 0.002% of the gross transaction value, subject to a minimum fee of HK$2.00 and a
maximum fee of HK$100.00 per side per trade;
brokerage commission, which is freely negotiable with the broker (other than brokerage commissions for IPO transactions which
are currently set at 1% of the subscription or purchase price and will be payable by the person subscribing for or purchasing the
securities); and
the Hong Kong Share Registrar will charge between HK$2.50 to HK$20, depending on the speed of service (or such higher fee as
may from time to time be permitted under the Hong Kong Listing Rules), for each transfer of ordinary shares from one registered
owner to another, each share certificate canceled or issued by it and any applicable fee as stated in the share transfer forms used in
Hong Kong.
Investors must settle their trades executed on the Hong Kong Stock Exchange through their brokers directly or through custodians. For
an investor who has deposited his or her Class A ordinary shares in his or her stock account or in his or her designated CCASS participant's
stock account maintained with CCASS, settlement will be effected in CCASS in accordance with the General Rules of CCASS and CCASS
Operational Procedures in effect from time to time. For an investor who holds the physical certificates, settlement certificates and the duly
executed transfer forms must be delivered to his or her broker or custodian before the settlement date.
18
Conversion between Class A Ordinary Shares Trading in Hong Kong and ADSs
In connection with our initial public offering of Class A ordinary shares in Hong Kong, or the Hong Kong IPO, we have established a
branch register of members in Hong Kong, or the Hong Kong share register, which is maintained by our Hong Kong Share Registrar,
Computershare Hong Kong Investor Services Limited. Our principal register of members, or the Cayman share register, continues to be
maintained by our principal share registrar, Maples Fund Services (Cayman) Limited.
All Class A ordinary shares offered in the Hong Kong IPO are registered on the Hong Kong share register. As described in further
detail below, holders of Class A ordinary shares registered on the Hong Kong share register are able to convert these shares into ADSs, and vice
versa.
Our ADSs
Our ADSs are traded on the NYSE. Dealings in our ADSs on the NYSE are conducted in U.S. Dollars.
ADSs may be held either:
·
·
directly, by having a certificated ADS, or an ADR, registered in the holder's name, or by holding in the direct registration system,
pursuant to which the depositary may register the ownership of uncertificated ADSs, which ownership shall be evidenced by
periodic statements issued by the depositary to the ADS holders entitled thereto; or
indirectly, through the holder's broker or other financial institution.
The depositary for our ADSs is JPMorgan Chase Bank, N.A., whose office is located at 383 Madison Avenue, Floor 11, New York,
NY 10179.
Converting Class A Ordinary Shares Trading in Hong Kong into ADSs
An investor who holds Class A ordinary shares registered in Hong Kong and who intends to convert them to ADSs to trade on the
NYSE must deposit or have his or her broker deposit the Class A ordinary shares with the depositary's Hong Kong custodian, JPMorgan Chase
Bank, N.A., Hong Kong Branch, or the custodian, in exchange for ADSs.
A deposit of Class A ordinary shares trading in Hong Kong in exchange for ADSs involves the following procedures:
·
·
·
If Class A ordinary shares have been deposited with CCASS, the investor must transfer ordinary shares to the depositary's account
with the custodian within CCASS by following the CCASS procedures for transfer and submit and deliver a duly completed and
signed conversion form to the depositary via his or her broker.
If Class A ordinary shares are held outside CCASS, the investor must arrange to deposit his or her Class A ordinary shares into
CCASS for delivery to the depositary's account with the custodian within CCASS, submit and deliver a request for conversion
form to the custodian and after duly completing and signing such conversion form, deliver such conversion form to the custodian.
Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, if
applicable, the depositary will issue the corresponding number of ADSs in the name(s) requested by an investor and will deliver
the ADSs to the designated DTC account of the person(s) designated by an investor or his or her broker.
For Class A ordinary shares deposited in CCASS, under normal circumstances, the above steps generally require two business days.
For Class A ordinary shares held outside CCASS in physical form, the above steps may take 14 business days, or more, to complete.
Temporary delays may arise. For example, the transfer books of the
19
depositary may from time to time be closed to ADS issuances. The investor will be unable to trade the ADSs until the procedures are
completed.
Converting ADSs to Class A Ordinary Shares Trading in Hong Kong
An investor who holds ADSs and who intends to convert his/her ADSs into Class A ordinary shares to trade on the Hong Kong Stock
Exchange must cancel the ADSs the investor holds and withdraw Class A ordinary shares from our ADS program and cause his or her broker
or other financial institution to trade such Class A ordinary shares on the Hong Kong Stock Exchange.
An investor that holds ADSs indirectly through a broker should follow the broker's procedure and instruct the broker to arrange for
cancelation of the ADSs, and transfer of the underlying Class A ordinary shares from the depositary's account with the custodian within the
CCASS system to the investor's Hong Kong stock account.
For investors holding ADSs directly, the following steps must be taken:
·
·
·
To withdraw Class A ordinary shares from our ADS program, an investor who holds ADSs may turn in such ADSs at the office of
the depositary (and the applicable ADR(s) if the ADSs are held in certificated form), and send an instruction to cancel such ADSs
to the depositary.
Upon payment or net of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, if
applicable, the depositary will instruct the custodian to deliver Class A ordinary shares underlying the canceled ADSs to the
CCASS account designated by an investor.
If an investor prefers to receive Class A ordinary shares outside CCASS, he or she must receive ordinary shares in CCASS first
and then arrange for withdrawal from CCASS. Investors can then obtain a transfer form signed by HKSCC Nominees Limited (as
the transferor) and register Class A ordinary shares in their own names with the Hong Kong Share Registrar.
For Class A ordinary shares to be received in CCASS, under normal circumstances, the above steps generally require two business
days. For Class A ordinary shares to be received outside CCASS in physical form, the above steps may take 14 business days, or more, to
complete. The investor will be unable to trade the Class A ordinary shares on the Hong Kong Stock Exchange until the procedures are
completed.
Temporary delays may arise. For example, the transfer books of the depositary may from time to time be closed to ADS cancellations.
In addition, completion of the above steps and procedures is subject to there being a sufficient number of Class A ordinary shares on the Hong
Kong Share Register to facilitate a withdrawal from the ADS program directly into the CCASS system. We are not under any obligation to
maintain or increase the number of Class A ordinary shares on the Hong Kong share register to facilitate such withdrawals.
Depositary Requirements
Before the depositary issues ADSs or permits withdrawal of Class A ordinary shares, the depositary may require:
·
·
production of satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and
compliance with procedures it may establish, from time to time, consistent with the deposit agreement, including presentation of
transfer documents.
The depositary may refuse to deliver, transfer, or register issuances, transfers and cancelations of ADSs generally when the transfer
books of the depositary or our Hong Kong or Cayman Share Register are closed or at any time if the depositary or we determine it advisable to
do so or it would violate any applicable law or the depositary's policies or procedures.
20
All costs attributable to the transfer of ordinary shares to effect a withdrawal from or deposit of Class A ordinary shares into our ADS
program will be borne by the investor requesting the transfer. In particular, holders of ordinary shares and ADSs should note that the Hong
Kong Share Registrar will charge between HK$2.50 to HK$20, depending on the speed of service (or such higher fee as may from time to time
be permitted under the Hong Kong Listing Rules), for each transfer of Class A ordinary shares from one registered owner to another, each share
certificate canceled or issued by it and any applicable fee as stated in the share transfer forms used in Hong Kong. In addition, holders of
ordinary shares and ADSs must pay up to US$5.00 (or less) per 100 ADSs for each issuance of ADSs and each cancelation of ADSs, as the
case may be, in connection with the deposit of Class A ordinary shares into, or withdrawal of ordinary shares from, our ADS program.
21
List of Significant Subsidiaries, Variable Interest Entity and Subsidiaries of Variable Interest Entity of ZTO Express (Cayman) Inc.
Exhibit 8.1
Subsidiaries
ZTO Express Limited
ZTO Express (Hong Kong) Limited
Shanghai Zhongtongji Network Technology Co., Ltd. (上海中通吉网络技术有限公司)
Consolidated Variable Interest Entity
ZTO Express Co., Ltd. (中通快递股份有限公司)
Place of
Incorporation
BVI
Hong Kong
PRC
Place of
Incorporation
PRC
* Other subsidiaries of ZTO Express (Cayman) Inc. and subsidiaries of consolidated variable interest entity have been omitted from this list
since, considered in the aggregate as a single entity, they would not constitute a significant subsidiary.
Exhibit 12.1
Certification by the Principal Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Meisong Lai, certify that:
1. I have reviewed this annual report on Form 20-F of ZTO Express (Cayman) Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4. The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and
(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered
by this annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over
financial reporting;
5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal
control over financial reporting.
Date: April 20, 2023
/s/ Meisong Lai
By:
Name: Meisong Lai
Title: Chief Executive Officer
Exhibit 12.2
Certification by the Principal Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Huiping Yan, certify that:
1. I have reviewed this annual report on Form 20-F of ZTO Express (Cayman) Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4. The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and
(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered
by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over
financial reporting;
5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent function):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal
control over financial reporting.
Date: April 20, 2023
By:
/s/ Huiping Yan
Name: Huiping Yan
Title: Chief Financial Officer
Certification by the Principal Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 13.1
In connection with the Annual Report of ZTO Express (Cayman) Inc. (the “Company”) on Form 20-F for the fiscal year ended December
31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Meisong Lai, Chief Executive Officer of
the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my
knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
Date: April 20, 2023
By:
/s/ Meisong Lai
Name: Meisong Lai
Title: Chief Executive Officer
Certification by the Principal Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 13.2
In connection with the Annual Report of ZTO Express (Cayman) Inc. (the “Company”) on Form 20-F for the fiscal year ended December
31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Huiping Yan, Chief Financial Officer of
the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my
knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
Date: April 20, 2023
By:
/s/ Huiping Yan
Name: Huiping Yan
Title: Chief Financial Officer
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No. 333-222519 on Form S-8 and Registration Statement No.333-
248730 on Form F-3 of our reports dated April 20, 2023, relating to the financial statements of ZTO Express (Cayman) Inc. and the
effectiveness of ZTO Express (Cayman) Inc.’s internal control over financial reporting, appearing in this Annual Report on Form 20-F for the
year ended December 31, 2022.
Exhibit 15.1
/s/ Deloitte Touche Tohmatsu Certified Public Accountants LLP
Shanghai, China
April 20, 2023
Exhibit 15.2
April 20, 2023
ZTO Express (Cayman) Inc.
Building One, No. 1685 Huazhi Road,
Qingpu District, Shanghai, 201708
People’s Republic of China
Re: Consent of Global Law Office
We hereby consent to the reference of our firm name and summaries of our firm’s opinions under the headings “Item 4. Information on
the Company—C. Organizational Structure —Agreement that allows us to receive economic benefits from ZTO Express” in the annual report
on Form 20-F of ZTO Express (Cayman) Inc. (the “Company”) for the Company’s fiscal year ended December 31, 2022 to be filed with the
U.S. Securities and Exchange Commission (the “SEC”) on or about April 20, 2023 (the “Form 20-F”), and further consent to the incorporation
by reference into the Registration Statement No. 333-222519 on Form S-8 and Registration Statement No. 333-248730 on Form F-3.
We also hereby consent to the filing of this consent letter as an exhibit to the Form 20-F.
In giving such consent, we do not thereby admit that we fall within the category of the person whose consent is required under Section
7 of the U.S. Securities Act of 1933, as amended, or the regulation promulgated thereunder.
Yours sincerely,
/s/ Global Law Office
Global Law Office