ZTO Prices Offering of US$1.5 Billion Convertible Senior Notes

Core Viewpoint - ZTO Express has announced the pricing of US$1.5 billion in convertible senior notes due 2031, aimed at refinancing and share repurchase programs, reflecting the company's strategy to manage capital effectively and enhance shareholder value [1][2]. Group 1: Notes Offering Details - The Notes will bear an interest rate of 0.925% per year, payable semiannually, and will mature on March 1, 2031 [3]. - The initial conversion rate is set at 32.3130 Class A ordinary shares per US$1,000 principal amount of Notes, representing a conversion premium of approximately 35.0% above the closing price on February 4, 2026 [4]. - Holders can convert the Notes after a compliance period, with the company having the option to pay in cash, shares, or a combination upon conversion [5]. Group 2: Use of Proceeds - The net proceeds from the Notes Offering will be allocated as follows: up to US$1,000 million for share repurchases and approximately US$500 million for a concurrent share repurchase and other corporate purposes [2][12]. - The Concurrent Share Repurchase involves repurchasing 18,254,400 Class A ordinary shares at the closing price of HK$179.10 per share on February 4, 2026 [12]. Group 3: Redemption and Repurchase Rights - The company may redeem the Notes under specific conditions, including a Cleanup Redemption if less than 10% of the original principal remains outstanding [6]. - Holders have the right to require the company to repurchase their Notes in the event of a fundamental change or on March 1, 2029, at 100% of the principal amount plus accrued interest [7]. Group 4: Capped Call Transactions - The company has entered into capped call transactions to mitigate potential dilution upon conversion of the Notes, with an initial cap set at US$35.9906, representing a 57.0% premium over the last reported sale price [8][9]. - These transactions are expected to influence the market price of the Class A ordinary shares and the Notes, depending on various market conditions [10]. Group 5: Company Overview - ZTO Express is a leading express delivery company in China, providing extensive logistics services through a scalable network partner model [16][17]. - The company aims to support the growth of e-commerce in China by leveraging its network partners for delivery services while maintaining control over critical transportation and sorting operations [17].