中通快递 2026年年度报告和过渡报告

(Mark One) ☐REGISTRATIONSTATEMENT PURSUANT TO SECTION 12(b)OR 12(g)OF THESECURITIES EXCHANGE ACT OF 1934 OR ☒ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 Date of event requiring this shell company report 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, 2025, there were 795,528,169 ordinary shares outstanding, par value $0.0001 per share, being the sum of589,428,169 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 an emerginggrowth company. See definition of “accelerated filer and large accelerated filer” and “emerging growth company” in Rule 12b-2 ofthe Exchange Act: If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant 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 Standards Boardto 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)) bythe 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-basedcompensation 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 this filing: U.S. GAAP☒International Financial Reporting Standards as issuedby the International Accounting Standards Board☐Other☐ 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 TABLE OF CONTENTS INTRODUCTION1 FORWARD-LOOKING STATEMENTS3 PartI4 EXPLANATORY NOTE Item1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS9Item2.OFFER STATISTICS AND EXPECTED TIMETABLE9Item3.KEY INFORMATION10Item4.INFORMATION ON THE COMPANY64Item4A. UNRESOLVED STAFF COMMENTS99Item5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS100Item6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES112Item7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS126Item8.FINANCIAL INFORMATION128Item9.THE OFFER AND LISTING129Item10.ADDITIONAL INFORMATION130Item11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK145Item12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES146 Item13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES148Item14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS ANDUSE OF PROCEEDS MATERIAL MODIFICATIONS TO THE RIGHTS OFSECURITY HOLDERS148Item15.CONTROLS AND PROCEDURES148Item16.149Item16A.AUDIT COMMITTEE FINANCIAL E