中通快递(02057) - 2025 - 中期财报

Company Information Board of Directors and Committees This section details ZTO Express's board members and the composition of its professional committees, outlining the company's governance structure - The Board of Directors is chaired by Mr. Lai Meisong and includes multiple executive, non-executive, and independent non-executive directors[5] - The company has professional committees such as Audit, Remuneration, Nomination and Corporate Governance, and Environmental, Social and Governance to oversee specific matters[5] - Ms. Xu Di was appointed as a non-executive director on April 25, 2025, and Mr. Chen Xudong resigned on the same day[5] Company Contact and Listing Information This section provides ZTO Express's key contact details and listing information, including its headquarters, auditor, share registrar, and stock codes on the HKEX and NYSE - The company's auditor is Deloitte Touche Tohmatsu, and the Hong Kong share registrar is Hong Kong Central Share Registrar Limited[7] - The company's stock code on the HKEX is 2057, and on the NYSE is ZTO[7] - The company website is http://zto.investorroom.com/, providing investor relations information[7] Financial Highlights Key Financial Metrics ZTO Express achieved revenue growth in the first half of 2025, but gross profit, net income, and adjusted net income all declined, indicating pressure on profitability despite revenue growth Key Financial Data for H1 2025 (thousand RMB) | Metric | 2024 (Unaudited) | 2025 (Unaudited) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 20,685,970 | 22,723,272 | 9.8% | | Cost of Revenue | (14,063,408) | (17,089,655) | 21.5% | | Gross Profit | 6,622,562 | 5,633,617 | (14.9)% | | Net Income | 4,061,744 | 4,003,740 | (1.4)% | | Net Income Attributable to Ordinary Shareholders | 4,037,848 | 3,931,579 | (2.6)% | | Adjusted Net Income | 5,029,768 | 4,312,027 | (14.3)% | | Adjusted Net Income Attributable to Ordinary Shareholders | 5,005,872 | 4,239,866 | (15.3)% | | Adjusted Basic Earnings Per ADS Attributable to Ordinary Shareholders | 6.21 | 5.31 | (14.5)% | | Adjusted Diluted Earnings Per ADS Attributable to Ordinary Shareholders | 6.06 | 5.18 | (14.5)% | Explanation of Non-GAAP Financial Measures The company uses non-GAAP metrics to assess operating performance, believing they reflect underlying business trends, but emphasizes they are not substitutes for GAAP measures - Non-GAAP measures are used to identify business trends, provide useful information on operating performance, and enhance understanding of past performance and future prospects[11] - The company reminds investors that non-GAAP measures are not GAAP-defined, should not be considered in isolation, and may not be comparable to similar measures presented by other companies[12] GAAP to Non-GAAP Reconciliation This section provides a detailed reconciliation table, adjusting GAAP net income to non-GAAP adjusted net income and EBITDA by excluding non-recurring items GAAP to Non-GAAP Performance Reconciliation (thousand RMB) | Metric | 2024 (Unaudited) | 2025 (Unaudited) | | :--- | :--- | :--- | | Net Income | 4,061,744 | 4,003,740 | | Add: Share-based compensation expenses | 305,155 | 223,263 | | Add: Impairment of equity investments | 672,816 | – | | Add: Goodwill impairment | – | 84,431 | | Adjusted Net Income | 5,029,768 | 4,312,027 | | EBITDA | 7,034,205 | 6,913,336 | | Adjusted EBITDA | 8,000,042 | 7,221,597 | | Adjusted Net Income Attributable to Ordinary Shareholders | 5,005,872 | 4,239,866 | Business Review and Outlook Business Review for the Reporting Period ZTO Express achieved solid financial and operating results in the first half of 2025, driven by improved service quality and operational efficiency, with revenue growth primarily from increased online consumption penetration - Revenue increased by 9.8% year-over-year to RMB 22,723.3 million in the first half of 2025[17] - Revenue growth was primarily attributed to increased express delivery demand driven by higher online consumption penetration and a shift in customer structure towards higher-value segments[17] Core Express Delivery Business and Ecosystem The company's core express delivery business primarily generates revenue from transit fees and continuously expands its service offerings, aiming to build an integrated logistics ecosystem - Core express delivery business revenue primarily derives from transit fees for parcel sorting and line-haul transportation, as well as delivery services provided to enterprise customers[18] - The company is actively building an integrated logistics service ecosystem, covering express delivery, less-than-truckload freight, cross-border, warehousing, air cargo, cold chain, and commercial solutions, to capture diversified demand[20] Logistics Network and Technology Infrastructure ZTO Express boasts extensive network coverage and advanced logistics infrastructure, continuously enhancing operational digitalization and intelligence through its self-developed Zhongtian system, effectively reducing unit costs - Network covers 99% of cities and counties in China, with approximately 6,000 direct network partners, over 31,000 pick-up and delivery outlets, and about 110,000 last-mile stations[21] - Logistics infrastructure includes 94 sorting centers, 690 automated sorting lines, and over 10,000 self-owned line-haul vehicles, of which over 9,400 are high-capacity models[22] - The self-developed centralized Zhongtian system optimizes dispatch plans and improves order fulfillment rates through intelligent routing algorithms and real-time monitoring, reducing overall unit costs for sorting and transportation[23][25] Environmental, Social, and Governance (ESG) ZTO Express actively fulfills its corporate social responsibility, committed to sustainable development by creating social value through eco-friendly services, safety, and economic contributions, and has published annual ESG reports since 2019 - The express delivery industry plays a crucial role in saving distribution costs, supporting related industries, and reducing logistics costs[26] - ZTO is committed to developing more "eco-friendly" express services, ensuring safety, contributing to economic development, and creating more social value[26] - The company has published annual ESG reports since 2019, detailing key initiatives and developments in environmental, social, and corporate governance areas[26] Post-Reporting Period Events and Business Outlook After the reporting period, the company completed a tender offer for its 2027 notes and, while confident in the industry, lowered its full-year 2025 parcel volume guidance - In August 2025, the company completed a tender offer for its 2027 notes, repurchasing a total principal amount of USD 982.3 million[27] - The company lowered its full-year 2025 parcel volume guidance to 38.8 billion to 40.1 billion parcels, representing a 14% to 18% year-over-year growth[29] - The company will continue to adhere to the "co-build and share" philosophy, focus on infrastructure efficiency, and promote fairness and reasonableness in responsibility and benefit distribution among all network participants[29] Management Discussion and Analysis Revenue Analysis ZTO Express's total revenue increased by 9.8% year-over-year in the first half of 2025, primarily driven by core express delivery services with increased parcel volume, but a decrease in average parcel price H1 2025 Revenue Composition (thousand RMB) | Revenue Category | 2024 (Unaudited) | 2025 (Unaudited) | Revenue Percentage (%) | | :--- | :--- | :--- | :--- | | Express Delivery Services | 19,116,095 | 21,106,041 | 92.9 | | Freight Forwarding Services | 435,989 | 359,477 | 1.5 | | Material Sales | 1,065,484 | 1,196,066 | 5.3 | | Others | 68,402 | 61,688 | 0.3 | | Total Revenue | 20,685,970 | 22,723,272 | 100.0 | - Core express delivery business revenue grew by 10.4%, primarily due to a 17.7% increase in parcel volume and a 6.2% decrease in average parcel price[32] - Freight forwarding service revenue decreased by 17.5%, while material sales and other revenue increased by 12.3%[33][34] Cost of Revenue and Gross Profit Analysis Total cost of revenue significantly increased by 21.5% in the first half of 2025, leading to a 14.9% decrease in gross profit and a decline in gross margin from 32.0% to 24.8% H1 2025 Cost of Revenue Composition (thousand RMB) | Cost Category | 2024 (Unaudited) | 2025 (Unaudited) | Percentage of Revenue (%) | | :--- | :--- | :--- | :--- | | Line-haul Transportation Cost | 6,654,616 | 6,774,009 | 29.8 | | Sorting Center Operating Cost | 4,395,871 | 4,729,435 | 20.8 | | Freight Forwarding Cost | 405,106 | 343,028 | 1.5 | | Material Sales Cost | 293,140 | 284,463 | 1.3 | | Other Costs | 2,314,675 | 4,958,720 | 21.8 | | Total Cost of Revenue | 14,063,408 | 17,089,655 | 75.2 | - Line-haul transportation unit cost decreased by 14.0%, primarily due to improved economies of scale, lower fuel prices, and more efficient route planning[35] - Sorting center operating cost per unit decreased by 7.1%, with automated sorting equipment increasing from 515 sets in 2024 to 690 sets in 2025[35] - Other costs significantly increased by 114.2%, mainly due to serving higher-value enterprise customers[35] - Gross profit decreased by 14.9% to RMB 5,633.6 million, with gross margin declining from 32.0% to 24.8%[37] Operating Expenses and Profit Total operating expenses decreased by 34.0% in the first half of 2025, primarily due to a reduction in compensation and benefits, but operating profit still declined by 11.0% - Total operating expenses decreased by 34.0% to RMB 753.2 million[38] - Selling, general, and administrative expenses decreased by 8.6%, mainly due to a RMB 88.7 million reduction in compensation and benefits[38] - Operating profit was RMB 4,880.5 million, an 11.0% year-over-year decrease, with operating margin declining from 26.5% to 21.5%[39] Other Income, Expenses, and Net Income Interest income and expenses decreased, gain on fair value change of financial instruments declined, and a goodwill impairment was recognized, leading to a 1.4% year-over-year decrease in net income - Interest income decreased by 23.6% to RMB 407.1 million, and interest expense decreased by 16.4% to RMB 167.0 million[40] - Gain on fair value change of financial instruments decreased from RMB 97.6 million to RMB 33.0 million[41] - Goodwill impairment of RMB 84.4 million was recognized, related to the 2017 acquisition of China Eastern Express Co., Ltd.'s core freight forwarding business[41] - Income tax expense decreased by 10.1% to RMB 1,107.1 million, with the overall effective tax rate decreasing by 1.6 percentage points[42] - Net income decreased by 1.4% from RMB 4.1 billion to RMB 4.0 billion[43] Liquidity, Capital Resources, and Risks The company maintains ample liquidity, primarily from operating and financing cash flows, with a slightly decreased debt-to-asset ratio, while managing foreign exchange and interest rate risks through hedging - As of June 30, 2025, cash and cash equivalents, restricted cash, and short-term investments totaled RMB 26,547.0 million[47] - The debt-to-asset ratio was 31.5%, a decrease from 32.1% at the end of 2024[45] - As of June 30, 2025, outstanding short-term bank borrowings were RMB 11.0 billion, and long-term borrowings were RMB 180.0 million[48] - The company faces risks from fluctuations in the RMB to USD exchange rate and has entered into hedging transactions; interest rate risk is primarily associated with interest-bearing bank deposits and floating-rate borrowings[52][53] - As of June 30, 2025, total capital expenditures were approximately RMB 3.1 billion, and capital commitments were RMB 6.0 billion, primarily for the construction of office buildings, sorting centers, and warehouse facilities[55] Employees and Compensation As of June 30, 2025, ZTO Express had 23,913 employees primarily in sorting, transportation, operations support, and customer service, offering competitive compensation and training programs while participating in government-mandated benefits Employee Functional Distribution as of June 30, 2025 | Function Category | Number of Employees | Percentage of Total | | :--- | :--- | :--- | | Sorting | 7,716 | 32.3 | | Transportation | 3,337 | 14.0 | | Management and Administration | 4,453 | 18.6 | | Operations Support and Customer Service | 6,918 | 28.9 | | Technology and Engineering | 1,080 | 4.5 | | Sales and Marketing | 409 | 1.7 | | Total | 23,913 | 100.0 | - Employee compensation costs (excluding share-based compensation expenses) totaled RMB 1,590.3 million in the first half of 2025, a decrease from the same period last year[56] - The company participates in various government-mandated employee benefit plans and continuously invests in employee training and education programs[57][60] Corporate Governance Dual-Class Share Structure ZTO Express employs a dual-class share structure where Class A ordinary shares carry one vote and Class B ordinary shares carry ten votes, granting Mr. Lai Meisong the vast majority of voting control to implement long-term strategies - 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[62] - As of June 30, 2025, Mr. Lai Meisong held a total of 77.7% of the company's voting power through Class B ordinary shares[63][64] - The dual-class share structure enables the beneficiary to exercise voting control over the company to implement long-term strategies[67] - Class B ordinary shares will automatically convert to Class A ordinary shares when Mr. Lai Meisong and his affiliates collectively own less than 10% of the company's total issued share capital[67] Compliance with Corporate Governance Code The company complies with the Corporate Governance Code, except for the combined roles of Chairman and CEO held by Mr. Lai Meisong, which the company believes ensures consistent leadership and efficiency - The company has complied with all code provisions of the Corporate Governance Code in Appendix C1 of the Listing Rules, except for the provision that the roles of Chairman and Chief Executive Officer should be separate and not held by the same individual[69] - Mr. Lai Meisong concurrently serves as Chairman and Chief Executive Officer, which the Board believes helps ensure consistent leadership within the Group and enhances efficiency in strategic planning[69] - The company has adopted a code for securities transactions by management and confirms that directors and relevant employees have complied with this code and the Model Code throughout the reporting period[71] Board Committee Functions The Board has established four committees—Audit, Remuneration, Nomination and Corporate Governance, and Environmental, Social and Governance—each with specific written terms of reference, with the Audit Committee overseeing financial reporting and having reviewed the interim results - The Board has established an Audit Committee, Remuneration Committee, Nomination and Corporate Governance Committee, and Environmental, Social and Governance Committee to oversee specific matters[72] - The Audit Committee, comprising Mr. Herman YU (Chairman), Mr. Liu Xing, and Mr. Huang Qin, is responsible for overseeing accounting and financial reporting processes and collaborating with independent auditors[73] - The Audit Committee has reviewed the unaudited condensed consolidated interim results of the Group for the six months ended June 30, 2025, and this interim report[75] Other Information Disclosure of Directors' and Major Shareholders' Interests This section details the interests and short positions of directors, senior management, and major shareholders in the company's shares, including Class A and Class B ordinary shares, and indirect interests through trusts and controlled corporations Interests of Directors and Senior Management in the Company's Shares (as of June 30, 2025) | Name | Nature of Interest | Number of Shares/Related Shares | Approximate Percentage (%) | | :--- | :--- | :--- | :--- | | Mr. Lai Meisong | Founder of Discretionary Trust | 206,100,000 Class B Ordinary Shares (L) | 100.00 | | Mr. Lai Meisong | Founder of Discretionary Trust/Other/Beneficial Owner | 6,202,146 Class A Ordinary Shares (L) | 1.04 | | Mr. Wang Jilei | Founder of Discretionary Trust/Other/Beneficial Owner | 42,244,603 Class A Ordinary Shares (L) | 7.06 | | Mr. Hu Hongqun | Other/Beneficial Owner | 122,825 Class A Ordinary Shares (L) | 0.02 | Interests of Major Shareholders in the Company's Class A Ordinary Shares (as of June 30, 2025) | Name/Entity | Capacity/Nature of Interest | Number of Shares | Approximate Percentage (%) | | :--- | :--- | :--- | :--- | | SCTS Capital Pte. Ltd. | Nominee of another person | 116,146,241 (L) | 19.41 | | Standard Chartered Trust (Singapore) Limited | Trustee | 116,146,241 (L) | 19.41 | | Alibaba Group Holding Limited | Interest in controlled corporation | 71,941,287 (L) | 12.02 | | Taobao Holding Limited | Interest in controlled corporation | 61,192,420 (L) | 10.23 | | Mr. Lai Jianfa | Founder of Discretionary Trust/Other | 64,252,639 (L) | 10.74 | - Mr. Lai Meisong beneficially owned 206,100,000 Class B ordinary shares through Zto Lms Holding Limited, representing 100% of the voting rights of Class B ordinary shares[79][88] Share-based Incentives and Securities Transactions The company operated a cash incentive plan and the 2024 Plan during the reporting period, and repurchased and cancelled some American Depositary Shares on the NYSE, demonstrating its commitment to shareholder returns and capital management - The company operates a cash incentive plan (through ZTO ES) and the 2024 Plan, neither of which involves the issuance of new shares[91] - During the reporting period, the company repurchased a total of 352,791 ADSs on the NYSE for a total consideration of USD 6,341,912.13, and all repurchased shares have been cancelled[92][93] Changes in Board and Director Information Since the 2024 annual report, Mr. Chen Xudong resigned as a non-executive director and Ms. Xu Di was appointed as a non-executive director, both effective April 25, 2025 - Mr. Chen Xudong resigned as a non-executive director, effective April 25, 2025[94] - Ms. Xu Di was appointed as a non-executive director, effective April 25, 2025[95] Interim Dividend and Report Approval The Board has approved an interim dividend of USD 0.30 per ADS and ordinary share for the six months ended June 30, 2025, representing a payout ratio of 40%, and this interim report has been approved for publication - The Board approved an interim dividend of USD 0.30 per ADS and ordinary share for the six months ended June 30, 2025[96] - The payout ratio for this dividend payment is 40%[96] - The interim report and the unaudited condensed consolidated financial statements have been approved and authorized for publication by the Board[99] Review Report on Condensed Consolidated Financial Statements Auditor's Review Conclusion Deloitte Touche Tohmatsu has reviewed ZTO Express's condensed consolidated financial statements for the six months ended June 30, 2025, and concluded that they found no matters indicating that these statements are not prepared in all material respects in accordance with U.S. GAAP - The auditor is Deloitte Touche Tohmatsu[105] - The review was conducted in accordance with Hong Kong Standard on Review Engagements 2410 issued by the Hong Kong Institute of Certified Public Accountants[103] - The auditor found no matters that caused them to believe the condensed consolidated financial statements are not prepared in all material respects in accordance with U.S. GAAP[104] Unaudited Condensed Consolidated Balance Sheets Balance Sheet Overview As of June 30, 2025, ZTO Express's total assets and total equity both increased, with a significant rise in short-term investments, while total liabilities also slightly increased, but the debt-to-asset ratio remained stable Key Data from Condensed Consolidated Balance Sheets (thousand RMB) | Metric | December 31, 2024 (Audited) | June 30, 2025 (Unaudited) | | :--- | :--- | :--- | | Total Current Assets | 30,353,721 | 34,520,605 | | Total Assets | 92,340,330 | 94,620,760 | | Total Current Liabilities | 28,273,235 | 28,454,751 | | Total Liabilities | 29,665,497 | 29,764,954 | | Equity Attributable to ZTO Express (Cayman) Inc. Shareholders | 62,062,392 | 64,197,609 | | Total Equity | 62,674,833 | 64,855,806 | - As of June 30, 2025, cash and cash equivalents were RMB 13,291,796 thousand, and short-term investments were RMB 13,232,512 thousand[107] - Short-term bank borrowings increased to RMB 11,046,963 thousand, and new long-term bank borrowings of RMB 180,000 thousand were added[108] Unaudited Condensed Consolidated Statements of Comprehensive Income Comprehensive Income Statement Overview ZTO Express achieved revenue growth in the first half of 2025, but due to a significant increase in cost of revenue, gross profit, operating profit, and net income all declined, with corresponding decreases in basic and diluted earnings per share Key Data from Condensed Consolidated Statements of Comprehensive Income (thousand RMB) | Metric | 2024 (Unaudited) | 2025 (Unaudited) | | :--- | :--- | :--- | | Revenue | 20,685,970 | 22,723,272 | | Cost of Revenue | (14,063,408) | (17,089,655) | | Gross Profit | 6,622,562 | 5,633,617 | | Operating Profit | 5,481,898 | 4,880,462 | | Net Income | 4,061,744 | 4,003,740 | | Net Income Attributable to Ordinary Shareholders | 4,037,848 | 3,931,579 | | Net Earnings Per Share Attributable to Ordinary Shareholders - Basic | 5.01 | 4.92 | | Net Earnings Per Share Attributable to Ordinary Shareholders - Diluted | 4.90 | 4.81 | | Comprehensive Income | 3,944,184 | 4,054,272 | - Cost of revenue increased by 21.5% year-over-year, leading to a 14.9% decrease in gross profit[110] - Operating profit decreased by 11.0% year-over-year, and net income decreased by 1.4% year-over-year[110] Unaudited Condensed Consolidated Statements of Changes in Shareholders' Equity Shareholders' Equity Changes Overview As of June 30, 2025, ZTO Express's total shareholders' equity increased, primarily driven by net income contributions, but partially offset by dividend payments and ordinary share repurchases, with share-based compensation expenses and foreign currency translation adjustments also impacting equity changes Key Data from Condensed Consolidated Statements of Changes in Shareholders' Equity (thousand RMB) | Metric | January 1, 2025 (Audited) | June 30, 2025 (Unaudited) | | :--- | :--- | :--- | | Equity Attributable to ZTO Express (Cayman) Inc. Shareholders | 62,062,392 | 64,197,609 | | Net Income | – | 3,931,579 | | Share-based compensation expenses | – | 223,263 | | Repurchase of ordinary shares | – | (46,555) | | Dividend payments | – | (2,023,602) | | Accumulated other comprehensive loss | (294,694) | (244,162) | - Net income attributable to ZTO Express (Cayman) Inc. was RMB 3,931,579 thousand[114] - During the reporting period, the company conducted ordinary share repurchases and paid RMB 2,023,602 thousand in dividends[114] Unaudited Condensed Consolidated Statements of Cash Flows Cash Flow Overview In the first half of 2025, ZTO Express's net cash from operating activities decreased, net cash used in investing activities decreased, and net cash used in financing activities also decreased, resulting in a slight decrease in total cash, cash equivalents, and restricted cash at period-end Key Data from Condensed Consolidated Statements of Cash Flows (thousand RMB) | Metric | 2024 (Unaudited) | 2025 (Unaudited) | | :--- | :--- | :--- | | Net cash generated from operating activities | 5,511,115 | 4,531,184 | | Net cash used in investing activities | (7,044,941) | (4,321,982) | | Net cash used in financing activities | (973,492) | (378,804) | | Net change in cash, cash equivalents and restricted cash | (2,472,241) | (201,868) | | Cash, cash equivalents and restricted cash at end of period | 10,579,069 | 13,329,079 | - Net cash generated from operating activities decreased by 17.8% year-over-year[116] - Net cash used in investing activities decreased, primarily due to reduced expenditures on short-term and long-term investments[116] - Total cash, cash equivalents, and restricted cash at period-end was RMB 13,329,079 thousand[116] Notes to Unaudited Condensed Consolidated Financial Statements Organization and Principal Activities ZTO Express (Cayman) Inc. and its group primarily provide express delivery services in the People's Republic of China through a nationwide network partner model - The Group is principally engaged in providing express delivery services in the People's Republic of China through a nationwide network partner model[120] Summary of Significant Accounting Policies This section outlines the significant accounting policies followed by ZTO Express in preparing its condensed consolidated financial statements, including the basis of presentation, consolidation principles, accounting estimates, fair value measurement, revenue recognition, income taxes, and earnings per share calculation methods - The condensed consolidated financial statements are prepared in accordance with U.S. GAAP and include the financial statements of the Company, its subsidiaries, and variable interest entities[121][122] - Variable interest entities contributed 86.0% of the Group's total revenue in the first half of 2025[126] - Fair value measurement uses a three-level hierarchy, with short-term financial instruments recorded at cost approximating fair value[131][132] H1 2025 Revenue Breakdown (thousand RMB) | Revenue Category | 2025 (Unaudited) | Revenue Percentage (%) | | :--- | :--- | :--- | | Express Delivery Services | 21,106,041 | 92.9 | | Freight Forwarding Services | 359,477 | 1.5 | | Material Sales | 1,196,066 | 5.3 | | Others | 61,688 | 0.3 | | Total Revenue | 22,723,272 | 100.0 | - Earnings per share calculation considers the dual-class share structure, with Class A and Class B ordinary shares having identical dividend rights[140] Accounts Receivable, Net As of June 30, 2025, ZTO Express's accounts receivable, net, was RMB 1,395,625 thousand, a decrease from the end of 2024, with most accounts receivable aged within six months Accounts Receivable, Net, and Aging Analysis (thousand RMB) | Metric | December 31, 2024 (Audited) | June 30, 2025 (Unaudited) | | :--- | :--- | :--- | | Total Accounts Receivable | 1,539,338 | 1,422,210 | | Less: Allowance for credit losses | (35,632) | (26,585) | | Total | 1,503,706 | 1,395,625 | | Within six months | 1,366,198 | 1,319,417 | | Six months to one year | 49,799 | 12,137 | | One year to two years | 48,687 | 25,404 | | Over two years | 74,654 | 65,252 | Property and Equipment, Net As of June 30, 2025, ZTO Express's property and equipment, net, increased to RMB 34,861,771 thousand, primarily comprising buildings, machinery and equipment, and motor vehicles, with depreciation expense increasing during the reporting period Property and Equipment, Net, Composition (thousand RMB) | Category | December 31, 2024 (Audited) | June 30, 2025 (Unaudited) | | :--- | :--- | :--- | | Buildings | 24,774,679 | 27,381,238 | | Machinery and equipment | 10,006,532 | 10,422,093 | | Motor vehicles | 5,544,713 | 5,521,588 | | Construction in progress | 4,649,302 | 3,792,710 | | Property and equipment, net | 33,915,366 | 34,861,771 | - For the six months ended June 30, 2025, depreciation expense was RMB 1,635,503 thousand, an increase from RMB 1,473,049 thousand in the same period last year[143] Accounts Payable As of June 30, 2025, ZTO Express's total accounts payable was RMB 2,415,671 thousand, with the vast majority aged within six months, indicating strong short-term payment capability Accounts Payable Aging Analysis (thousand RMB) | Aging | December 31, 2024 (Audited) | June 30, 2025 (Unaudited) | | :--- | :--- | :--- | | Within six months | 2,448,751 | 2,403,058 | | Six months to one year | 9,154 | 8,068 | | One year to two years | 2,840 | 2,530 | | Over two years | 2,650 | 2,015 | | Total | 2,463,395 | 2,415,671 | Income Taxes In the first half of 2025, ZTO Express's income tax expense was RMB 1,107,105 thousand, with an effective tax rate of 21.79%, a decrease from the same period last year, primarily due to the impact of deferred income tax Income Tax Expense Composition (thousand RMB) | Category | 2024 (Unaudited) | 2025 (Unaudited) | | :--- | :--- | :--- | | Current income tax expense | 1,319,902 | 1,427,696 | | Deferred income tax | (88,586) | (320,591) | | Total | 1,231,316 | 1,107,105 | - For the six months ended June 30, 2025, the Group's effective tax rate was 21.79%, a decrease from 23.35% in the same period of 2024[147] Share-based Compensation Expenses ZTO Express granted share units, restricted share units, and share options to employees and directors through its employee shareholding platform and the 2024 share incentive plan, resulting in corresponding share-based compensation expenses - In the first half of 2025, share-based compensation expenses of RMB 149,362 thousand were recognized for ordinary share units granted under the employee shareholding platform[150] - Share-based compensation expenses of RMB 66,127 thousand were recognized for restricted share units granted under the 2024 share incentive plan[153] - The 2024 share incentive plan granted 916,200 share options with an exercise price of USD 21.88, resulting in related share-based compensation expenses of RMB 7,774 thousand[154][155] - As of June 30, 2025, unrecognized share-based compensation expenses related to unvested share options amounted to RMB 12,773 thousand[155] Earnings Per Share In the first half of 2025, ZTO Express's basic and diluted earnings per share both decreased, with the dilutive effect of convertible senior notes included in the diluted EPS calculation, while share options were excluded due to their anti-dilutive effect Earnings Per Share Calculation (RMB) | Metric | 2024 (Unaudited) | 2025 (Unaudited) | | :--- | :--- | :--- | | Net income attributable to ordinary shareholders - Basic | 4,037,848 | 3,931,579 | | Net income attributable to ordinary shareholders - Diluted | 4,112,825 | 4,007,506 | | Weighted average ordinary shares outstanding - Basic | 805,806,731 | 799,123,030 | | Weighted average ordinary shares outstanding - Diluted | 838,836,131 | 833,360,830 | | Earnings per share - Basic | 5.01 | 4.92 | | Earnings per share - Diluted | 4.90 | 4.81 | - For the six months ended June 30, 2025, 886,248 share options held by the Group were excluded from the diluted earnings per share calculation due to their anti-dilutive effect[157] Related Party Transactions ZTO Express engaged in various transactions with multiple related parties, including transportation services, material purchases, rental income, and loans, resulting in accounts receivable from and payable to related parties during the reporting period H1 2025 Major Related Party Transactions (thousand RMB) | Transaction Category | 2024 (Unaudited) | 2025 (Unaudited) | | :--- | :--- | :--- | | Transportation revenue from ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries | 79,969 | 164,538 | | Transportation service fees paid to ZTO Supply Chain Management Co., Ltd. and its subsidiaries | 366,360 | 326,501 | | Purchase of materials from Shanghai Mingyu Barcode Technology Co., Ltd. | 161,415 | 182,059 | | Rental income from ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries | 39,948 | 35,707 | | Interest income from Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd. | 10,928 | 8,058 | Accounts Payable to Related Parties (thousand RMB) | Related Party | December 31, 2024 (Audited) | June 30, 2025 (Unaudited) | | :--- | :--- | :--- | | Shanghai Mingyu Barcode Technology Co., Ltd. | 37,277 | 33,670 | | ZTO Supply Chain Management Co., Ltd. and its subsidiaries | 118,874 | 71,964 | | Total | 202,766 | 131,294 | Accounts Receivable from Related Parties (thousand RMB) | Related Party | December 31, 2024 (Audited) | June 30, 2025 (Unaudited) | | :--- | :--- | :--- | | ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries | 71,373 | 67,802 | | Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd. (Non-current) | 421,667 | 366,917 | | Total (Current) | 168,160 | 85,585 | | Total (Non-current) | 421,667 | 366,917 | Repurchase of Ordinary Shares and Dividends The company continued its share repurchase program and repurchased some American Depositary Shares during the reporting period, with the Board approving an interim dividend for the first half of 2025, demonstrating its commitment to shareholder returns - As of June 30, 2025, the company had repurchased a total of 50,899,498 ADSs under its share repurchase program at an average purchase price of USD 24.13[165] - The Board approved an interim dividend of USD 0.30 per ordinary share for the six months ended June 30, 2025, totaling USD 239,926 (RMB 1,718,732 thousand)[166] Commitments and Contingencies ZTO Express's capital commitments primarily involve the construction of office buildings, sorting centers, and warehouse facilities, totaling RMB 6,016,609 thousand as of June 30, 2025, and the company believes current pending legal or administrative proceedings will not have a material adverse effect on its business or financial condition - As of June 30, 2025, total capital commitments contracted but not reflected in the consolidated financial statements amounted to RMB 6,016,609 thousand[168] - The company believes that any current pending legal or administrative proceedings to which it is a party will not have a material adverse effect on its business or financial condition[169] Segment Information ZTO Express operates as a single operating and reporting segment, with the chief operating decision maker reviewing consolidated results for resource allocation and performance assessment, and the vast majority of revenue and long-term assets are derived from and located in China - The Group has only one operating and reporting segment, and the chief operating decision maker uses consolidated net income to measure segment profit or loss, allocate resources, and assess performance[170] - For the six months ended June 30, 2025, the vast majority of the Group's revenue was derived from China, and most of its long-term assets were also located in China[172] Reconciliation Between U.S. GAAP and IFRS This section details the differences in accounting treatment between U.S. GAAP and IFRS across various areas and their impact on financial statements, including investments measured at fair value, leases, convertible senior notes, equity method investments, deferred income taxes from acquired assets, call option transactions, and classification of cash and cash equivalents - Significant differences exist between U.S. GAAP and IFRS in accounting for investments measured at fair value, leases, convertible senior notes, equity method investments, deferred income taxes from acquired assets, call option transactions, and cash and cash equivalents[174][177][181][182][183][184][185][186] - Under IFRS, equity securities investments that do not meet the criteria for fair value measurement through other comprehensive income are measured at fair value through profit or loss[181] - IFRS requires lessees to present amortization of right-of-use assets and interest expense on lease liabilities as separate items, differing from the straight-line recognition effect under U.S. GAAP[182] - Under IFRS, convertible senior notes are designated as financial liabilities measured at fair value through profit or loss due to embedded derivatives[182] - IFRS generally does not include wealth management products in cash equivalents, instead classifying them as short-term investments measured at fair value[186] Definitions Terms and Abbreviations This section provides definitions for key terms and abbreviations used in the interim report, covering company structure, governance, financial, and legal concepts, to ensure readers have a clear and consistent understanding of the report content - Defines company-related terms such as "2024 Plan," "ADS," "Affiliate," "Articles of Association," "Associate," "Audit Committee," "Board," "BVI," "Corporate Governance Code," "China," "Class A Ordinary Share," "Class B Ordinary Share," "Company" or "ZTO"[188] - Explains governance and operation-related terms including "Remuneration Committee," "Consolidated Affiliated Entity," "Contractual Arrangements," "Director," "ESG," "ESG Committee," "Group" or "we," "Hong Kong," "HKEX," "Latest Practicable Date," "Listing Rules," "Model Code," "Nomination and Corporate Governance Committee," "NYSE"[189] - Clarifies financial and legal terms such as "Ordinary Share," "Primary Listing Conversion," "Reporting Period," "RMB," "SFO," "Share," "Shareholder," "Subsidiary," "Substantial Shareholder," "U.S.," "USD," "U.S. GAAP," "WVR," "WVR Beneficiary," "ZTO ES," and "%"[191]