中通2023年度报告

(Mark One)☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIESEXCHANGE ACT OF 1934 OR ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE 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) Table of Contents Securities registered or to be registered pursuant to Section 12(g) of the Act: Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the periodcovered by the annual report. As of December 31, 2023, there were 812,866,663 ordinary shares outstanding, par value $0.0001 per share, being the sum of606,766,663 Class A ordinary shares, and 206,100,000 Class B ordinary shares. Indicateby check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the SecuritiesAct. ☐ 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 toSection 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 SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), 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 submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe 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 anemerging growth company. See definition of “accelerated filer and large accelerated filer” and “emerging growth company” inRule 12b-2 of the Exchange Act: If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark ifthe registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards† 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 StandardsBoard 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 theeffectiveness 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 theregistrant 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 thisfiling: Other ☐ U.S. GAAP ☐ If “other” has been checked in response to the previous question, indicate by check mark which financial statement item theregistrant 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 theExchange 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 Page INTRODUCTION1FORWARD-LOOKING STATEMENTS4Part I5EXPLANATORY NOTE5Item 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS10Item 2.OFFER STATISTICS AND EXPECTED TIMETABLE10Item 3.KEY INFORMATION11Item 4.INFORMATION ON THE COMPANY66Item 4A.UNRESOLVED STAFF COMMENTS104Item 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS104Item 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES116