Core Viewpoint - ZTO Express (02057) announced the issuance of $1.5 billion in notes, with a purchase price of 98.9% of the principal amount, scheduled for February 4, 2026 [1] Group 1: Notes Issuance Details - The company will sell $1.5 billion in notes to initial buyers, with the notes being offered to at least six independent allocators [1] - The notes will be priced at 100% of the principal amount plus any accrued interest from February 9, 2026 [1] - The initial conversion price is approximately $30.9473 per share, representing a 37.5% premium over the closing price of $22.51 per American Depositary Share on February 3, 2026 [1] Group 2: Estimated Proceeds and Share Conversion - The estimated net proceeds from the issuance are approximately $1.4041 billion, with the notes convertible into about 4.84695 million shares [1] - The net price per share for conversion is expected to be around $28.9692, based on the closing price of HKD 179.10 per A-class ordinary share [1] Group 3: Pricing and Share Buyback - The company has entered into capped call transactions with initial buyers, with the premium for these options being approximately $76.95 million, or about 5.1% of the total principal amount of the notes [2] - Concurrently, the company agreed to repurchase approximately 18.2544 million A-class ordinary shares, representing about 2.29% of the shares outstanding as of February 3, 2026, and about 37.66% of the convertible shares [2]

Core Viewpoint - The company plans to issue $1.5 billion of convertible preferred notes due in 2031 to qualified institutional buyers outside the U.S. to refinance and repurchase its Class A common shares and for general corporate purposes [1] Group 1: Notes Issuance - The company intends to use the net proceeds from the notes issuance to finance share repurchase plans, options premiums, and other general corporate purposes [1] - The pricing of the notes is expected to involve a call option transaction with initial buyers to mitigate potential dilution of Class A common shares upon conversion [2] - The company may engage in various derivative transactions related to its securities to adjust its hedging positions, which could impact the market prices of its shares and notes [3] Group 2: Share Repurchase - The company plans to conduct a simultaneous share repurchase to facilitate initial hedging for note buyers, which is expected to offset potential dilution from the notes conversion [4] - The share repurchase will be conducted under the existing share repurchase plan, effective until June 30, 2026, with the purchase price based on the closing price of Class A common shares on February 4, 2026 [4] - The repurchase activities are anticipated to alleviate negative stock price impacts typically observed after announcing the issuance of convertible notes [5] Group 3: Management Confidence - The board believes that the repurchase activity reflects confidence in the company's long-term strategy and growth, aligning with the best interests of the company and its shareholders [6]