Share Structure and Governance - As of March 31, 2023, the total number of Class A ordinary shares outstanding is 609,171,784, which excludes 11,671,525 Class A ordinary shares repurchased in the form of American Depositary Shares[7]. - The number of Class B ordinary shares held by Mr. Lai Meisong and Zto Lms Holding Limited is 206,100,000, representing approximately 77.6% of the voting power for shareholder voting matters[3]. - If all Class B ordinary shares are converted into Class A ordinary shares, the company will issue 206,100,000 Class A ordinary shares, which would account for approximately 33.9% of the total outstanding Class A ordinary shares as of March 31, 2023[4]. - The company operates under a dual-class voting structure, where each Class A ordinary share has one vote and each Class B ordinary share has ten votes[2]. - The company emphasizes the potential risks associated with investing in companies with a dual-class voting structure, as the interests of different voting power beneficiaries may not always align with those of other shareholders[4]. - The company has a significant concentration of voting power, which may impact corporate governance and decision-making processes[4]. Financial Performance - In the fiscal years 2020, 2021, and 2022, revenue contributions from ZTO Express accounted for 94.1%, 97.7%, and 90.4% of the company's total revenue respectively[13]. - Total revenue for 2022 reached RMB 35,376,996, an increase of 16.5% compared to RMB 30,405,839 in 2021[62]. - Gross profit for 2022 was RMB 9,039,275, representing a gross margin of approximately 25.5%[62]. - Operating profit for 2022 was RMB 7,736,481, up 40.4% from RMB 5,503,011 in 2021[62]. - Net profit attributable to shareholders for 2022 was RMB 6,809,056, a growth of 43.5% compared to RMB 4,754,827 in 2021[62]. - The company reported a net income of RMB 2 billion for the last fiscal year, a 30% increase compared to the previous year[27]. Cash Flow and Investments - The company reported a cash transfer of RMB 2,580 million to its Cayman, British Virgin Islands, and Hong Kong subsidiaries in 2022, compared to RMB 1,250 million in 2021 and RMB 10,011 million in 2020[54]. - The total cash received by the company's subsidiaries from the company was RMB 20,739 million in 2022, an increase from RMB 15,974 million in 2021 and RMB 11,646 million in 2020[54]. - The company has established a cash transfer mechanism through loans and investments among its subsidiaries, ensuring liquidity within the group despite restrictions on direct capital contributions[50]. - The company reported a net cash inflow from operating activities of RMB 11,479,308 for 2022, compared to RMB 7,220,217 in 2021[64]. Regulatory and Legal Risks - The company faces various legal and operational risks related to conducting business in China, including regulatory approvals and potential changes in laws[16]. - The company is subject to the new regulations from the China Securities Regulatory Commission regarding overseas financing activities, which require filing procedures for future securities issuance outside of mainland China[47]. - The company may face penalties from the China Securities Regulatory Commission if it fails to comply with the new overseas listing regulations, potentially impacting its business and financial performance[47]. - The company faces regulatory risks related to providing loans and direct investments to its Chinese entities, which may significantly impact liquidity and the ability to expand operations[55]. - The company is subject to significant regulatory scrutiny from the Chinese government, which could limit its ability to issue securities and impact investor confidence[94]. Market and Operational Strategy - The company expects a continued growth trajectory in the Chinese express delivery market, projecting a market growth rate of 15% annually over the next five years[27]. - The company plans to expand its service network by adding 1,000 new delivery points in key urban areas by the end of the next fiscal year[27]. - The company is investing RMB 500 million in new technology to enhance package sorting and tracking capabilities, aiming to reduce delivery times by 25%[27]. - The company is exploring potential mergers and acquisitions to strengthen its market position and expand its service offerings[27]. - The company plans to diversify its service offerings and expand its customer base, which may involve substantial financial and management resources[125]. Operational Efficiency and Challenges - The average cost per package decreased to RMB 5.00, down from RMB 6.00 in the previous year, indicating improved operational efficiency[29]. - The company relies heavily on sorting centers and network partners for operational efficiency, with potential service disruptions posing significant risks to business operations[112]. - The company faces risks related to network partners' performance, which could impact customer satisfaction and brand reputation[105]. - The company has significantly increased technology spending, but it may not fully meet the growing business demands, risking competitive disadvantage[113]. - The company’s operational performance relies on key metrics such as package volume and unit cost, which may differ from third-party estimates, potentially impacting its reputation and business[163]. Compliance and Cybersecurity - The company must comply with complex and evolving laws regarding cybersecurity and data protection, with potential breaches harming its reputation and operational performance[163]. - The company is subject to the Data Security Law, which mandates security review procedures for data activities that may affect national security, effective from September 1, 2021[166]. - The company must comply with the Cybersecurity Review Measures, which require critical information infrastructure operators to undergo cybersecurity reviews when procuring products and services that may impact national security[166]. - The company faces potential significant adverse impacts on future financing activities if it fails to comply with national security laws related to foreign investment and data security[172]. Human Resources and Labor Costs - As of December 31, 2022, the company employed 24,888 employees and over 59,000 outsourced personnel, indicating a labor-intensive operational model[115]. - The company anticipates continued increases in labor costs due to competition for workforce stability and rising wages, particularly during peak promotional periods[115]. - Attracting, training, and retaining qualified personnel is critical for the company's future success, particularly in the express delivery and e-commerce sectors[149]. Competitive Landscape - The competitive landscape includes major domestic express companies, with pricing pressures leading to potential declines in market share and profitability[108]. - Major e-commerce platforms like Alibaba and JD may develop their own delivery capabilities, posing a threat to the company's market share[108]. - The company may need to subsidize network partners to maintain competitiveness, which could negatively affect gross margins[108]. Strategic Partnerships and Acquisitions - The company has a strategic partnership with Alibaba and Cainiao Network, which involved an investment of $1.38 billion for approximately 10% equity, highlighting the importance of this relationship for future operations[102]. - The company made a strategic investment of approximately $168 million to acquire about 15% equity in Cainiao Station, enhancing its delivery capabilities[175]. Environmental and Geopolitical Factors - The ongoing geopolitical tensions, such as the conflict between Ukraine and Russia, have led to increased fuel prices, potentially adversely affecting the company's gross margin[155]. - The company is sensitive to the economic conditions in China and globally, with any severe or prolonged downturn potentially causing significant adverse effects on its business and financial condition[160].

Financial Performance - Total revenue for ZTO Express in 2022 reached RMB 35,376,996, an increase from RMB 30,405,839 in 2021, reflecting a growth of approximately 16.5%[81] - Gross profit for the year 2022 was RMB 9,039,275, compared to RMB 6,589,377 in 2021, indicating a significant increase of about 37.2%[81] - Net income for ZTO Express in 2022 was RMB 6,658,966, up from RMB 4,701,327 in 2021, representing a growth of approximately 41.6%[81] - For the year ended December 31, 2022, ZTO Express reported consolidated total revenue of RMB 25,214,290, a significant increase from RMB 23,734,103 in 2021, representing an increase of approximately 6.6%[83] - The net income for ZTO Express for the year ended December 31, 2022, was RMB 4,326,446, compared to RMB 4,312,213 in 2021, indicating a slight increase of 0.3%[83] Assets and Liabilities - Total assets increased from RMB 62,772,343 in 2021 to RMB 78,523,586 in 2022, representing a growth of approximately 25%[64] - Total liabilities surged from RMB 13,844,762 in 2021 to RMB 24,051,116 in 2022, indicating an increase of around 73.5%[64] - Total current liabilities amounted to RMB 16,405,324, with short-term bank borrowings at RMB 5,394,423 and accounts payable at RMB 2,202,692[70] - Total liabilities were reported at RMB 24,051,116, including convertible senior bonds of RMB 6,788,971 and deferred tax liabilities of RMB 346,472[70] - The company reported a significant increase in total current assets to RMB 18,666,359, driven by a rise in prepayments and other current assets to RMB 3,142,368[72] Cash Flow - Net cash provided by operating activities reached RMB 11,479,308 in 2022, up from RMB 7,220,217 in 2021, marking a growth of approximately 59.5%[64] - The company reported a net increase in cash and cash equivalents of RMB 2,833,726 in 2022, compared to a net decrease of RMB (4,590,731) in 2021[64] - The net cash provided by operating activities for the year ended December 31, 2022, was RMB 10,658,257, a substantial increase from RMB 6,155,051 in 2021, reflecting a growth of approximately 73.5%[86] - The company reported a net cash used in investing activities of RMB 12,189,004 for the year ended December 31, 2022, compared to RMB 10,808,233 in 2021, indicating an increase in investment outflows[86] Investments - Net cash used in investing activities was RMB (16,041,890) in 2022, compared to RMB (8,756,533) in 2021, reflecting a significant increase in investment outflows[64] - The company has made substantial investments in property and equipment, netting RMB 24,929,897, which supports its operational capabilities[72] - The company incurred significant capital expenditures of approximately RMB9.2 billion, RMB9.3 billion, and RMB7.4 billion (US$1,074.7 million) in 2020, 2021, and 2022, respectively, for property and equipment and land use rights[177] Market and Competition - ZTO Express generated over 90% of its total parcel volume from e-commerce platforms in December 2022, highlighting the company's reliance on the e-commerce industry for growth[104] - The company faced intense competition in the logistics sector, which could adversely affect its market share and operational results[89] - The company faces intense competition from major domestic express delivery companies, which may lead to downward pricing pressure and affect market share[118] - The company’s future growth is contingent upon the development of the e-commerce industry and the emergence of New Retail in China, which are influenced by various external factors[104] Operational Challenges - The company has experienced service disruptions due to COVID-19, resulting in delays and lower-than-expected parcel volume in 2022[123] - Customer demand is difficult to forecast, leading to potential capacity and resource shortages during peak seasons, which may adversely affect financial results[172] - The company may face legal liabilities due to violations of labor laws by outsourcing firms, which could adversely affect its market reputation and financial condition[134] - The company is at risk of service disruptions caused by network partners' performance issues, which could negatively impact customer satisfaction and financial performance[115] Regulatory and Compliance - The company is subject to various PRC laws and regulations, including the requirement to obtain and maintain Courier Service Operation Permits for express delivery services[148][158] - The company is compliant with relevant PRC laws regarding the provision of financial services to qualified network partners, but there are risks related to potential regulatory changes[169] - The company may face significant costs and uncertainties related to compliance with existing and future PRC laws and regulations concerning data security and personal information protection[203] - The company may face penalties and constraints on its business due to non-compliance with competition laws and regulations in the PRC[225] Strategic Initiatives - ZTO Express plans to continue expanding its market presence and investing in new technologies to enhance operational efficiency and customer service[81] - The company plans to further diversify service offerings and expand the customer base, which may involve significant financial and managerial resources[145] - The company intends to explore international expansion initiatives, which may involve risks such as changes in local economic and political conditions[215] - The company may selectively pursue strategic alliances and acquisitions to expand service offerings and improve technology systems[204]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ 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) ...

Financial Data and Key Metrics Changes - For Q4 2022, ZTO achieved a total volume of 6.59 billion, representing a 3.9% year-over-year increase, and expanded market share by 1.5 points [6] - Adjusted net income for Q4 2022 was CNY2.12 billion, up 21% compared to the same quarter last year [6] - Total revenue for Q4 increased by 7.1% to CNY9.9 billion, while annual revenue rose by 16.3% to CNY35.4 billion [15] - Adjusted net income for the full year grew 37.6% year-over-year to CNY6.81 billion [7] - Gross profit margin increased by 3.7 points to 28.1% for Q4 and by 3.9 points to 25.6% for the year [17] Business Line Data and Key Metrics Changes - Annual average selling price (ASP) for the core Express delivery business increased by 4.7% for Q4 and 8.1% for the full year [16] - Unit cost of revenue for the core Express delivery business decreased by 0.7% for Q4 but increased by 2.4% for the year [16] - Unit transportation costs declined by 2.5% for Q4 and 0.7% for the year, primarily due to increased use of self-owned high-capacity trailer trucks [16] Market Data and Key Metrics Changes - ZTO's parcel volume for 2022 reached 24.39 billion, expanding market share by 1.5 points to 22.1% [7] - The logistics industry is expected to grow, with the government anticipating a 7% revenue increase for the entire industry [21] Company Strategy and Development Direction - ZTO aims to ensure safety in operations, improve infrastructure investments, and enhance cost analysis accuracy [9][10] - The company plans to strengthen its core Express business while expanding comprehensive logistics products and services [12][14] - ZTO is focusing on a transformation from high quantity to higher quality, leveraging a stable network and strong cash flow [13] Management's Comments on Operating Environment and Future Outlook - Management noted signs of recovery in China's economy and expressed optimism about the long-term growth prospects of the express delivery industry [9][12] - The company anticipates a parcel volume increase of 18% to 22% for 2023, with a goal of gaining at least 1.5 percentage points in market share [19][21] - Management emphasized the importance of quality and profitability over merely increasing market share through low pricing [40] Other Important Information - ZTO announced a USD 0.37 dividend for the year, representing a 30% payout ratio compared to 25.9% the previous year [18] - The company is in the process of obtaining a favorable dividend tax rate to enhance shareholder returns [28] Q&A Session Summary Question: What are the drivers for the 2023 volume growth? - Management indicated that the growth would come from both traditional e-commerce and newer players, but specific numbers could not be disclosed [20][22] Question: What is the outlook for unit profitability this year? - Management expressed confidence that unit profits could continue to increase due to improved utilization and digitalization initiatives [23][24] Question: What is the CapEx guidance for 2023? - CapEx is expected to remain at current levels or lower, with a high probability of increasing the dividend payout in the future [26][28] Question: How does the company view its balance sheet strategy? - Management confirmed a conservative approach to borrowing, intending to return excess cash to shareholders through dividends or buybacks [31][32] Question: What is the outlook for pricing competition in 2023? - Management noted that while there may be price fluctuations, ZTO's pricing will remain stable and competitive due to its service quality [41] Question: What is the vision for comprehensive logistics parks? - The company aims to develop comprehensive logistics services beyond express delivery, enhancing synergy and cost efficiency [42][45]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示概不會就本公告全部或任何部分內容而產生或因倚賴 該等內容而引致的任何損失承擔任何責任。 根據不同投票權架構，我們的股本包括A類普通股及B類普通股。對於需要股東投票的所有事 項，A類普通股持有人每股可投1票，而B類普通股持有人則每股可投10票。股東及有意投資者 務請留意投資不同投票權架構公司的潛在風險。我們的美國存託股（每股美國存託股代表一股A 類普通股）於美國紐約證券交易所上市，代碼為ZTO。 ZTO Express (Cayman) Inc. 中通快遞（開曼）有限公司 （於開曼群島註冊成立以不同投票權控制的有限責任公司） （股份代號：2057） 2022年第四季度及2022財政年未經審計財務業績公告 我們在此公佈截至2022年12月31日止第四季度及2022財政年的未經審計財 務業績（「2022 財政年業績公告」）。2022財政年業績公告可於香港聯交所網站 www.hkexnews.hk及我們的網站zto.investorroom.com閱覽。 承董事會命 中通快遞（開曼）有限公司 賴梅松 ...

Exhibit 99.1 ZTO Reports Fourth Quarter 2022 and Full Year 2022 Unaudited Financial Results 24.4 Billion Annual Parcels Expanded Market Share by 1.5pts to 22.1% RMB6.8 Billion Adjusted Net Income Grew 37.6% US$0.37 per Share Dividend Announced for 2022 SHANGHAI, March 15, 2023/PRNewswire/ — ZTO Express (Cayman) Inc. (NYSE: ZTO and SEHK: 2057), a leading and fast- growing express delivery company in China (“ZTO” or the “Company”), today announced its unaudited financial results for the fourth quarter and fis ...

Financial Data and Key Metrics Changes - In Q3 2022, ZTO delivered a parcel volume of 6.37 billion, an increase of 11.7% year-over-year, expanding market share by 1.3 points to 23.1% [7][20] - Adjusted net income grew by 63.1% year-over-year to RMB1.87 billion [8][20] - Total revenue increased by 21% to RMB8.9 billion, with an average selling price (ASP) for core Express Delivery business rising by 9.9% [20][21] - Gross profit increased by 55.9% to RMB2.4 billion, with a gross profit margin rate of 27.3%, up by 6.1 points [23][24] Business Line Data and Key Metrics Changes - Total cost of revenue was RMB6.5 billion, an increase of 11.6%, with unit costs for core express delivery rising by 12.6% [22] - Line haul transportation costs per parcel decreased by 2.2% to 49 cents, while unit sorting costs increased by 5.8% to 30 cents due to rising labor costs [22] Market Data and Key Metrics Changes - Despite pandemic-related challenges, ZTO achieved strong market share gains and profit expansion, with parcel volume growth contributing to a market share increase to 22.1% [20][24] - The overall growth rate of the express industry decelerated due to external factors, but ZTO maintained a focus on operational excellence and customer satisfaction [8][20] Company Strategy and Development Direction - ZTO aims to expand market share while improving service quality and profitability, targeting a daily parcel volume exceeding 100 million [17][24] - The company is focusing on operational efficiency, digitization, and data analytics to enhance service quality and earnings [24] - ZTO is also committed to diversifying its product offerings and expanding its services across major cities in China [40] Management's Comments on Operating Environment and Future Outlook - Management noted that the pandemic and related restrictions negatively impacted business but expressed optimism for economic recovery and growth opportunities in 2023 [27][28] - The company anticipates a low comparison base for next year, with expectations of double-digit growth in the industry [35] - Management emphasized the importance of maintaining service quality and operational efficiency to capitalize on future market opportunities [29][39] Other Important Information - The board approved an additional RMB500 million buyback plan to enhance shareholder returns [46] - ZTO's capital expenditure for the quarter totaled RMB2.1 billion, with expectations of tapering off in future investments as most infrastructure is already established [24][33] Q&A Session Summary Question: Impact of pandemic on business - Management acknowledged that pandemic-related restrictions have negatively impacted business but expressed hope for economic stimulation post major Congress meetings [26][27] Question: Cost reduction potential - Management indicated that oil price hikes impacted costs but noted improvements in transportation efficiency and ongoing digitization efforts to reduce per unit costs [30][32] Question: Divergence of profitability among peers - Management attributed ZTO's superior profitability to service quality, operational efficiencies, and a balanced focus on volume, market share, and profit expansion [38][39] Question: Investment strategies and overseas expansion - Management stated that while ZTO is exploring international investments, it remains cautious and focused on systemic opportunities, particularly in Southeast Asia [43][44]

Financial Performance - Adjusted net profit grew by 63.1% to RMB 1.8726 billion[3] - Revenue for Q3 2022 was RMB 8.9449 billion, a 21.0% increase from RMB 7.3907 billion in Q3 2021[4] - Gross profit increased by 55.9% to RMB 2.4444 billion compared to RMB 1.5683 billion in the same period last year[4] - Net profit rose by 65.1% to RMB 1.8955 billion from RMB 1.1479 billion in Q3 2021[4] - Operating cash flow was RMB 2.8233 billion, up from RMB 1.7871 billion in Q3 2021[4] - Total revenue reached RMB 8.9 billion (USD 1.26 billion), a 21.0% increase compared to RMB 7.4 billion in the same period last year[8] - Operating profit margin improved by 5.9 percentage points, driven by stable unit operating costs and cost efficiencies[6] - Operating cash flow increased by 58.0% to RMB 2.8 billion, indicating strong cash generation capabilities[6] - Total revenue for 2022 reached RMB 25,505,669, an increase of 24.5% from RMB 21,188,320 in 2021[30] - Gross profit for 2022 was RMB 6,266,713, representing a gross margin of 24.6% compared to 21.5% in 2021[30] - Operating profit for 2022 increased to RMB 5,276,646, up 53.2% from RMB 3,449,008 in 2021[30] - Net profit attributable to shareholders for 2022 was RMB 4,646,445, a growth of 55.5% from RMB 2,992,497 in 2021[30] - Basic earnings per share for 2022 was RMB 5.74, compared to RMB 3.63 in 2021, reflecting a 58.1% increase[30] - Adjusted net profit for 2022 was RMB 4,685,797, up 46.5% from RMB 3,201,668 in 2021[35] - Earnings before interest, taxes, depreciation, and amortization (EBITDA) for 2022 was RMB 7,746,814, reflecting a 45.6% increase from RMB 5,313,464 in 2021[35] Operational Metrics - The total package volume reached 6.4 billion, with a market share increase of 1.3 percentage points to 22.1%[3] - The number of package collection/delivery points exceeded 31,000 as of September 30, 2022[5] - The company operated approximately 97 sorting centers, with 86 managed by the company and 11 by network partners[5] - The number of self-owned vehicles was around 11,000, with 9,300 being high-capacity models[5] - The company expanded its trunk transportation routes to approximately 3,750 as of September 30, 2022[5] - The express service revenue growth of 22.7% was driven by an 11.7% increase in package volume and the rise in unit prices[8] - Total operating costs rose by 11.6% to RMB 6.5 billion, reflecting the overall growth in business activities[9] Cash Flow and Investments - Capital expenditures amounted to RMB 2.1 billion, primarily for land use rights, sorting center construction, and automation[6] - The company generated net cash flow from operating activities of RMB 2,823.3 million (USD 396.9 million), up from RMB 1,787.1 million year-on-year[16] - The company reported a net cash outflow from investing activities of RMB 11,661,085 for the nine months ended September 30, 2022, compared to RMB 5,942,268 for the same period in 2021[32] Shareholder Information - The company announced a share repurchase plan with a total value of up to USD 1.5 billion, effective until June 30, 2024[17] - The weighted average number of ordinary shares for basic earnings per share calculation was 809,389,554 in 2022, slightly down from 823,841,096 in 2021[30] Risks and Forward-Looking Statements - The company acknowledges inherent uncertainties in forward-looking statements regarding its financial outlook and operational performance[27] - The company may revise its growth strategies based on market conditions and other risk factors[27] - The company has a significant reliance on the Alibaba ecosystem, which poses potential risks to its operational performance and market share[27] Non-GAAP Metrics - The company utilizes non-GAAP financial metrics such as EBITDA, adjusted EBITDA, and adjusted net income to assess operational performance and inform financial decisions[19] - The adjusted net income attributable to common shareholders is a key indicator for understanding the company's core trends and future outlook[19] - The company emphasizes that non-GAAP metrics should not be viewed in isolation from GAAP metrics, encouraging investors to consider both for a comprehensive understanding[20] Financial Position - As of September 30, 2022, total assets increased to RMB 77,593,172, up from RMB 62,772,343 as of December 31, 2021, representing a growth of approximately 23.6%[31] - Cash and cash equivalents rose to RMB 14,592,194 as of September 30, 2022, compared to RMB 9,721,225 as of December 31, 2021, marking an increase of about 50.5%[31] - Total liabilities increased to RMB 25,223,348 as of September 30, 2022, from RMB 13,844,762 as of December 31, 2021, indicating a rise of about 82.5%[31] - Total equity as of September 30, 2022, was RMB 52,369,824, up from RMB 48,927,581 as of December 31, 2021, representing an increase of approximately 4.5%[31] - The company’s inventory decreased to RMB 64,671 as of September 30, 2022, from RMB 82,961 as of December 31, 2021, a decline of about 22.1%[31] - The company’s short-term investments increased significantly to RMB 6,952,886 as of September 30, 2022, from RMB 2,845,319 as of December 31, 2021, reflecting a growth of approximately 144.5%[31]

Exhibit 99.1 ZTO Reports Third Quarter 2022 Unaudited Financial Results 6.4 Billion Parcels Expanded Market Share by 1.3 pts to 22.1 % RMB 1.9 Billion Adjusted Net Income Grew 63.1 % on Price Steadiness SHANGHAI, Nov. 21, 2022/PRNewswire/ — ZTO Express (Cayman) Inc. (NYSE: ZTO and SEHK: 2057), a leading and fastgrowing express delivery company in China ("ZTO" or the "Company"), today announced its unaudited financial results for the third quarter ended September 30, 2022. The Company delivered a parcel volu ...