Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2023 shares | |
Document Information [Line Items] | |
Entity Registrant Name | ZTO Express (Cayman) Inc. |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity Central Index Key | 0001677250 |
Document Type | 20-F |
Document Period End Date | Dec. 31, 2023 |
Entity File Number | 001-37922 |
Entity Address, Address Line One | Building One, No. 1685 Huazhi Road, |
Entity Address, Address Line Two | Qingpu District |
Entity Address, City or Town | Shanghai |
Entity Address, Country | CN |
Entity Address, Postal Zip Code | 201708 |
Entity Incorporation, State or Country Code | E9 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Well-known Seasoned Issuer | Yes |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Emerging Growth Company | false |
Entity Filer Category | Large Accelerated Filer |
Entity Shell Company | false |
Document Accounting Standard | U.S. GAAP |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | FY |
ICFR Auditor Attestation Flag | true |
Document Financial Statement Error Correction [Flag] | false |
Auditor Name | Deloitte Touche Tohmatsu Certified Public Accountants LLP |
Auditor Firm ID | 1113 |
Auditor Location | Shanghai, China |
Class A ordinary shares | |
Document Information [Line Items] | |
Title of 12(b) Security | Class A ordinary shares, par value US$0.0001 per share |
Entity Common Stock, Shares Outstanding | 606,766,663 |
Class B ordinary shares | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 206,100,000 |
ADR | |
Document Information [Line Items] | |
Title of 12(b) Security | American depositary shares, each representing one Class A ordinary share |
Trading Symbol | ZTO |
Security Exchange Name | NYSE |
Ordinary share | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 812,866,663 |
Business Contact | |
Document Information [Line Items] | |
Entity Address, Address Line One | Building One, No. 1685 Huazhi Road |
Entity Address, Address Line Two | Qingpu District |
Entity Address, City or Town | Shanghai |
Entity Address, Country | CN |
Entity Address, Postal Zip Code | 201708 |
Contact Personnel Name | Huiping Yan |
City Area Code | 86 21 |
Local Phone Number | 5980 4508 |
Contact Personnel Email Address | hp.yan@zto.com |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS ¥ in Thousands, $ in Thousands | Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) |
Current assets | |||
Cash and cash equivalents | ¥ 12,333,884 | $ 1,737,191 | ¥ 11,692,773 |
Restricted cash | 686,568 | 96,701 | 895,483 |
Accounts receivable, net | 572,558 | 80,643 | 818,968 |
Financing receivables, net | 1,135,445 | 159,924 | 951,349 |
Short-term investment | 7,454,633 | 1,049,963 | 5,753,483 |
Inventories | 28,074 | 3,954 | 40,537 |
Advances to suppliers | 821,942 | 115,768 | 861,573 |
Prepayments and other current assets | 3,772,377 | 531,328 | 3,146,378 |
Total current assets | 26,953,548 | 3,796,327 | 24,475,027 |
Investments in equity investees | 3,455,119 | 486,643 | 3,950,544 |
Property and equipment, net | 32,181,025 | 4,532,603 | 28,813,204 |
Land use rights, net | 5,637,101 | 793,969 | 5,442,951 |
Intangible assets, net | 23,240 | 3,273 | 29,437 |
Operating lease right-of-use assets | 672,193 | 94,676 | 808,506 |
Goodwill | 4,241,541 | 597,409 | 4,241,541 |
Deferred tax assets | 879,772 | 123,914 | 750,097 |
Long-term investment | 12,170,881 | 1,714,233 | 7,322,545 |
Long-term financing receivables, net | 964,780 | 135,886 | 1,295,755 |
Other non-current assets | 701,758 | 98,841 | 816,839 |
TOTAL ASSETS | 88,465,221 | 12,460,066 | 78,523,586 |
Current liabilities (including amounts of the consolidated VIE without recourse to ZTO Express (Cayman) Inc. See Note 2(b)) | |||
Short-term bank borrowings | 7,765,990 | 1,093,817 | 5,394,423 |
Accounts payable | 2,557,010 | 360,147 | 2,202,692 |
Notes payable | 200,000 | ||
Advances from customers | 1,745,727 | 245,881 | 1,374,691 |
Income tax payable | 333,257 | 46,938 | 228,422 |
Operating lease liabilities, current | 186,253 | 26,233 | 229,718 |
Dividends payable | 1,548 | 218 | 1,497 |
Total current liabilities | 20,061,184 | 2,825,559 | 16,405,324 |
Non-current operating lease liabilities | 455,879 | 64,209 | 510,349 |
Deferred tax liabilities | 638,200 | 89,889 | 346,472 |
Convertible senior notes | 7,029,550 | 990,091 | 6,788,971 |
Total Liabilities | 28,184,813 | 3,969,748 | 24,051,116 |
Commitments and contingencies (Note 18) | |||
Shareholders' equity | |||
Ordinary shares ( US$0.0001 par value; 10,000,000,000 shares authorized; 826,943,309 shares issued and 809,247,109 shares outstanding as of December 31, 2022; 812,866,663 shares issued and 804,719,252 shares outstanding as of December 31, 2023) | 525 | 74 | 535 |
Additional paid-in capital | 24,201,745 | 3,408,744 | 26,717,727 |
Treasury shares, at cost (11,671,525 and 3,000,000 shares as of December 31, 2022 and 2023, respectively) | (510,986) | (71,971) | (2,062,530) |
Retained earnings | 36,301,185 | 5,112,915 | 29,459,491 |
Accumulated other comprehensive loss | (190,724) | (26,862) | (86,672) |
ZTO Express (Cayman) Inc. shareholders' equity | 59,801,745 | 8,422,900 | 54,028,551 |
Non-controlling interests | 478,663 | 67,418 | 443,919 |
Total Equity | 60,280,408 | 8,490,318 | 54,472,470 |
TOTAL LIABILITIES AND EQUITY | 88,465,221 | 12,460,066 | 78,523,586 |
Related Party | |||
Current assets | |||
Amounts due from related parties | 148,067 | 20,855 | 314,483 |
Amounts due from related parties-non current | 584,263 | 82,292 | 577,140 |
Current liabilities (including amounts of the consolidated VIE without recourse to ZTO Express (Cayman) Inc. See Note 2(b)) | |||
Other current liabilities | 234,683 | 33,054 | 49,138 |
Nonrelated Party [Member] | |||
Current liabilities (including amounts of the consolidated VIE without recourse to ZTO Express (Cayman) Inc. See Note 2(b)) | |||
Other current liabilities | ¥ 7,236,716 | $ 1,019,271 | ¥ 6,724,743 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
CONSOLIDATED BALANCE SHEETS | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, share authorized | 10,000,000,000 | 10,000,000,000 |
Ordinary shares, shares issued | 812,866,663 | 826,943,309 |
Ordinary shares, shares outstanding | 804,719,252 | 809,247,109 |
Treasury shares, at cost | 3,000,000 | 11,671,525 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 CNY (¥) ¥ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 CNY (¥) ¥ / shares shares | Dec. 31, 2021 CNY (¥) ¥ / shares shares | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||
Revenues (including related party revenue of RMB112,142, RMB1,038,004 and RMB594,859 for the years ended December 31, 2021, 2022 and 2023, respectively) | ¥ 38,418,915 | $ 5,411,191 | ¥ 35,376,996 | ¥ 30,405,839 |
Cost of revenues (including related party cost of revenues of RMB401,954, RMB797,256 and RMB1,352,964 for the years ended December 31, 2021, 2022 and 2023, respectively) | (26,756,389) | (3,768,559) | (26,337,721) | (23,816,462) |
Gross profit | 11,662,526 | 1,642,632 | 9,039,275 | 6,589,377 |
Operating (expenses)/income | ||||
Selling, general and administrative | (2,425,253) | (341,590) | (2,077,372) | (1,875,869) |
Other operating income, net | 770,651 | 108,544 | 774,578 | 789,503 |
Total operating expenses | (1,654,602) | (233,046) | (1,302,794) | (1,086,366) |
Income from operations | 10,007,924 | 1,409,586 | 7,736,481 | 5,503,011 |
Other income/(expenses) | ||||
Interest income | 706,765 | 99,546 | 503,722 | 363,890 |
Interest expense | (289,533) | (40,780) | (190,521) | (126,503) |
Gain from fair value changes of financial instruments | 164,517 | 23,172 | 46,246 | 52,909 |
Gain on disposal of equity investees and subsidiaries and others | 5,485 | 773 | 69,598 | 2,357 |
Impairment of investment in equity investees | ¥ | (26,328) | |||
Foreign currency exchange (loss)/gain | 93,543 | 13,175 | 147,254 | (56,467) |
Income before income tax and share of loss in equity method investments | 10,688,701 | 1,505,472 | 8,286,452 | 5,739,197 |
Income tax expense | (1,938,600) | (273,046) | (1,633,330) | (1,005,451) |
Share of (loss)/gain in equity method investments | 4,356 | 614 | 5,844 | (32,419) |
Net income | 8,754,457 | 1,233,040 | 6,658,966 | 4,701,327 |
Net loss/(income) attributable to non-controlling interests | (5,453) | (768) | 150,090 | 53,500 |
Net income attributable to ZTO Express (Cayman) Inc. | 8,749,004 | 1,232,272 | 6,809,056 | 4,754,827 |
Net income attributable to ordinary shareholders | ¥ 8,749,004 | $ 1,232,272 | ¥ 6,809,056 | ¥ 4,754,827 |
Net earnings per share attributable to ordinary shareholders | ||||
Basic | (per share) | ¥ 10.83 | $ 1.53 | ¥ 8.41 | ¥ 5.80 |
Diluted | (per share) | ¥ 10.60 | $ 1.49 | ¥ 8.36 | ¥ 5.80 |
Weighted average shares used in calculating net earnings per ordinary share | ||||
Basic | 807,739,616 | 807,739,616 | 809,442,862 | 819,961,265 |
Diluted | 838,948,683 | 838,948,683 | 820,273,531 | 819,961,265 |
Other comprehensive income/(loss), net of tax of nil | ||||
Foreign currency translation adjustment | ¥ (104,052) | $ (14,655) | ¥ 155,432 | ¥ (146,533) |
Comprehensive income | 8,650,405 | 1,218,385 | 6,814,398 | 4,554,794 |
Comprehensive loss/(income) attributable to non-controlling interests | (5,453) | (768) | 150,090 | 53,500 |
Comprehensive income attributable to ZTO Express (Cayman) Inc. | ¥ 8,644,952 | $ 1,217,617 | ¥ 6,964,488 | ¥ 4,608,294 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | |
Revenues | ¥ 38,418,915 | $ 5,411,191 | ¥ 35,376,996 | ¥ 30,405,839 |
Cost of revenues | 26,756,389 | $ 3,768,559 | 26,337,721 | 23,816,462 |
Other comprehensive income/(loss), tax | 0 | 0 | 0 | |
Related Party | ||||
Revenues | 594,859 | 1,038,004 | 112,142 | |
Cost of revenues | ¥ 1,351,977 | ¥ 797,256 | ¥ 401,954 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY ¥ in Thousands, $ in Thousands | Parent Company CNY (¥) | Common Stock [Member] CNY (¥) shares | Additional paid-in capital CNY (¥) | Treasury shares, at cost CNY (¥) | Retained earnings CNY (¥) | Accumulated other comprehensive income/(loss) CNY (¥) | Noncontrolling interests CNY (¥) | CNY (¥) | USD ($) |
Balance at beginning of the period at Dec. 31, 2020 | ¥ 48,978,813 | ¥ 553 | ¥ 30,613,948 | ¥ 21,038,753 | ¥ (95,571) | ¥ 120,885 | ¥ 49,099,698 | ||
Balance, beginning of the period (in shares) at Dec. 31, 2020 | shares | 828,869,972 | ||||||||
Treasury shares, at cost, beginning balance at Dec. 31, 2020 | ¥ (2,578,870) | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net income | 4,754,827 | 4,754,827 | (53,500) | 4,701,327 | |||||
Foreign currency translation adjustments | (146,533) | (146,533) | (146,533) | ||||||
Acquisition of non-controlling interests of subsidiaries | (43,994) | (43,994) | (127,824) | (171,818) | |||||
Share-based compensation and ordinary shares issued for share-based compensation | 248,027 | 229,052 | 49,496 | (30,521) | 248,027 | ||||
Share-based compensation and ordinary shares issued for share-based compensation (in shares) | shares | 1,161,362 | ||||||||
Repurchase of ordinary shares | (3,810,586) | (3,810,586) | (3,810,586) | ||||||
Repurchase of ordinary shares (in shares) | shares | (21,583,045) | ||||||||
Non-controlling interest recognized from partial disposal | 1,850 | 1,850 | 11,083 | 12,933 | |||||
Capital contribution from non-controlling interest holders | 380,301 | 380,301 | |||||||
Distribution of dividends | (1,345,157) | (1,345,157) | (1,345,157) | ||||||
Removal of non-controlling interests due to disposal of subsidiaries | (40,611) | (40,611) | |||||||
Cancellation of ordinary shares | ¥ (18) | (1,226,673) | 4,272,951 | (3,046,260) | |||||
Balance at ending of the period at Dec. 31, 2021 | 48,637,247 | ¥ 535 | 28,229,026 | 22,716,799 | (242,104) | 290,334 | 48,927,581 | ||
Shares outstanding, end of the period at Dec. 31, 2021 | shares | 808,448,289 | ||||||||
Treasury shares, at cost, ending balance at Dec. 31, 2021 | (2,067,009) | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net income | 6,809,056 | 6,809,056 | (150,090) | 6,658,966 | |||||
Foreign currency translation adjustments | 155,432 | 155,432 | 155,432 | ||||||
Acquisition of non-controlling interests of subsidiaries | (5,060) | (5,060) | (34,069) | (39,129) | |||||
Share-based compensation and ordinary shares issued for share-based compensation | 178,980 | 156,318 | 89,026 | (66,364) | 178,980 | ||||
Share-based compensation and ordinary shares issued for share-based compensation (in shares) | shares | 1,284,827 | ||||||||
Capped Call options in connection with issuance of convertible senior notes | (373,139) | (373,139) | (373,139) | ||||||
Repurchase of ordinary shares | (84,547) | (84,547) | (84,547) | ||||||
Repurchase of ordinary shares (in shares) | shares | (486,007) | ||||||||
Non-controlling interest recognized from partial disposal | 49,159 | 49,159 | |||||||
Capital contribution from non-controlling interest holders | 275,950 | 275,950 | |||||||
Distribution of dividends | (1,289,418) | (1,289,418) | (1,289,418) | ||||||
Removal of non-controlling interests due to disposal of subsidiaries | 12,635 | 12,635 | |||||||
Balance at ending of the period at Dec. 31, 2022 | 54,028,551 | ¥ 535 | 26,717,727 | 29,459,491 | (86,672) | 443,919 | 54,472,470 | ||
Shares outstanding, end of the period at Dec. 31, 2022 | shares | 809,247,109 | ||||||||
Treasury shares, at cost, ending balance at Dec. 31, 2022 | (2,062,530) | (2,062,530) | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Net income | 8,749,004 | 8,749,004 | 5,453 | 8,754,457 | $ 1,233,040 | ||||
Foreign currency translation adjustments | (104,052) | (104,052) | (104,052) | (14,655) | |||||
Acquisition of non-controlling interests of subsidiaries | (64,560) | (64,560) | (185) | (64,745) | |||||
Share-based compensation and ordinary shares issued for share-based compensation | 254,976 | 230,587 | 97,169 | (72,780) | 254,976 | ||||
Share-based compensation and ordinary shares issued for share-based compensation (in shares) | shares | 1,413,219 | ||||||||
Repurchase of ordinary shares | (1,006,451) | (1,006,451) | (1,006,451) | ||||||
Repurchase of ordinary shares (in shares) | shares | (5,941,076) | ||||||||
Cancellation of treasury shares | ¥ (10) | (626,286) | 2,460,826 | (1,834,530) | |||||
Capital contribution from non-controlling interest holders | 34,564 | 34,564 | |||||||
Distribution of dividends | (2,055,723) | (2,055,723) | (2,055,723) | ||||||
Removal of non-controlling interests due to disposal of subsidiaries | (5,088) | (5,088) | |||||||
Balance at ending of the period at Dec. 31, 2023 | ¥ 59,801,745 | ¥ 525 | ¥ 24,201,745 | ¥ 36,301,185 | ¥ (190,724) | ¥ 478,663 | 60,280,408 | 8,490,318 | |
Shares outstanding, end of the period at Dec. 31, 2023 | shares | 804,719,252 | ||||||||
Treasury shares, at cost, ending balance at Dec. 31, 2023 | ¥ (510,986) | ¥ (510,986) | $ (71,971) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | |
Operating activities | ||||
Net income | ¥ 8,754,457 | $ 1,233,040 | ¥ 6,658,966 | ¥ 4,701,327 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Share-based compensation | 254,976 | 35,913 | 178,980 | 248,027 |
Depreciation and amortization | 2,875,209 | 404,965 | 2,670,546 | 2,221,768 |
Loss on disposal of property and equipment | 10,160 | 1,431 | 41,517 | 32,129 |
Impairment of property and equipment | 76,616 | 10,791 | 0 | 0 |
Provision for credit losses | 142,131 | 20,019 | 134,436 | 36,348 |
Amortization of issuance cost of convertible senior notes | 40,473 | 5,701 | 12,634 | |
Deferred income tax | 157,782 | 22,223 | 244,616 | (192,091) |
Gain on disposal of equity investees and subsidiaries and others | (5,485) | (773) | (69,598) | (2,357) |
Impairment of equity investees | 26,328 | |||
Share of loss/(gain) in equity method investments | (4,356) | (614) | (5,844) | 32,419 |
Gain of fair value changes of financial instruments | (164,517) | (23,172) | (46,246) | (52,909) |
Foreign currency exchange loss/(gain) | (93,543) | (13,175) | (147,254) | 56,467 |
Changes in operating assets and liabilities: | ||||
Accounts receivable | 244,416 | 34,425 | (14,879) | (209,855) |
Financing receivables | (179,780) | (25,321) | 127,521 | (639,375) |
Inventories | 12,463 | 1,755 | 28,958 | (29,965) |
Advances to suppliers | 27,578 | 3,884 | (227,328) | (90,835) |
Prepayments and other current assets | (753,431) | (106,119) | 59,313 | (774,302) |
Amounts due from related parties | 89,695 | 12,633 | (140,864) | (51,398) |
Operating lease right-of-use assets | 57,665 | 8,122 | 88,732 | (20,979) |
Long-term financing receivables | 323,437 | 45,555 | 114,277 | 507,353 |
Other non-current assets | (103,587) | (14,590) | 37,382 | (19,308) |
Accounts payable | 364,578 | 51,350 | 528,299 | 354,478 |
Advances from customers | 371,036 | 52,259 | 148,142 | 113,800 |
Amounts due to related parties | 185,545 | 26,133 | 26,352 | 6,131 |
Income tax payable | 109,106 | 15,367 | 135,884 | 53,731 |
Operating lease liabilities | (9,469) | (1,334) | (67,019) | 58,211 |
Other current liabilities | 577,812 | 81,383 | 690,457 | 881,402 |
Notes payable | 245,000 | |||
Net cash provided by operating activities | 13,360,967 | 1,881,851 | 11,479,308 | 7,220,217 |
Cash flows from investing activities | ||||
Purchases of property and equipment | (6,528,833) | (919,567) | (7,067,744) | (8,360,497) |
Purchases of land use rights | (140,948) | (19,852) | (344,988) | (967,284) |
Investments in equity investees | (94,400) | (569,751) | ||
Purchases of short-term investment | (11,261,190) | (1,586,105) | (9,563,852) | (13,193,447) |
Maturity of short-term investment | 9,798,273 | 1,380,058 | 6,713,982 | 14,054,096 |
Purchases of long-term investment | (10,090,353) | (1,421,196) | (6,388,768) | (225,000) |
Maturity of long-term investment | 5,240,732 | 738,142 | 284,000 | 845,110 |
Net cash received from disposal of equity investees | 413,931 | 58,301 | 100,000 | 200 |
Net cash in (out) in relation to disposal of a subsidiary | 62,998 | 8,873 | 230,799 | (100,714) |
Repayment of amounts due from related parties | 6,600 | 930 | ||
Loan to related parties | (70,000) | |||
Loan to employees | (66,590) | (9,379) | (60,285) | (339,412) |
Repayments of loan to employees | 169,049 | 23,810 | 36,416 | 51,887 |
Proceeds from disposal of property and equipment and others | 143,580 | 20,223 | 112,950 | 118,279 |
Net cash used in investing activities | (12,252,751) | (1,725,762) | (16,041,890) | (8,756,533) |
Cash flows from financing activities | ||||
Payment of issuance cost | (228) | (887) | ||
Proceeds from disposal of equity interests in subsidiaries | 26,217 | 12,933 | ||
Capital contribution from non-controlling interest shareholder | 19,348 | 2,725 | 275,950 | 380,301 |
Proceeds from short-term borrowings | 12,279,050 | 1,729,468 | 7,669,943 | 6,944,722 |
Repayment of short-term borrowings | (9,924,563) | (1,397,845) | (5,883,561) | (4,918,934) |
Repurchase of ordinary shares | (1,006,451) | (141,756) | (84,547) | (3,810,586) |
Payment of dividends | (2,072,509) | (291,907) | (1,323,205) | (1,353,969) |
Acquisition of non-controlling interests of subsidiaries | (64,711) | (9,114) | (39,129) | (157,565) |
Proceeds from issuance of convertible senior notes, net of issuance cost paid of RMB120,099 and capped call option of RMB373,139 | 6,416,762 | |||
Net cash (used in)/ provided by financing activities | (769,836) | (108,429) | 7,058,202 | (2,903,985) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 109,843 | 15,471 | 338,106 | (150,430) |
Net change in cash, cash equivalents and restricted cash | 448,223 | 63,131 | 2,833,726 | (4,590,731) |
Cash, cash equivalents and restricted cash at beginning of year | 12,603,087 | 1,775,107 | 9,769,361 | 14,360,092 |
Cash, cash equivalents and restricted cash at end of year | ¥ 13,051,310 | $ 1,838,238 | ¥ 12,603,087 | ¥ 9,769,361 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS - Reconciliation of Cash, Cash Equivalents and Restricted Cash ¥ in Thousands, $ in Thousands | Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 CNY (¥) |
Reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows | |||||
Cash and cash equivalents | ¥ 12,333,884 | $ 1,737,191 | ¥ 11,692,773 | ¥ 9,721,225 | |
Restricted cash | 686,568 | 96,701 | 895,483 | 27,736 | |
Restricted cash, non-current (1) | ¥ 30,858 | $ 4,346 | ¥ 14,831 | ¥ 20,400 | |
Restricted Cash, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent | Other Assets, Noncurrent | Other Assets, Noncurrent | Other Assets, Noncurrent |
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | ¥ 13,051,310 | $ 1,838,238 | ¥ 12,603,087 | $ 1,775,107 | ¥ 9,769,361 |
CONSOLIDATED STATEMENTS OF CA_3
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | |
CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||
Issuance cost paid | ¥ 120,099 | |||
Capped call option | 373,139 | |||
Supplemental disclosure of cash flow information | ||||
Income taxes paid | 1,671,712 | $ 235,456 | ¥ 1,252,830 | ¥ 1,139,981 |
Interest expense paid | 249,060 | 35,079 | 177,457 | 126,813 |
Supplemental disclosure on non-cash information | ||||
Cash dividends declared in payables | 7 | 1 | 730 | 321 |
Purchase of property and equipment included in payables | 1,397,015 | 196,765 | 1,212,476 | 980,801 |
Purchase of property and equipment using prepayments recorded in other non-current assets | 20,930 | 2,948 | 6,957 | 19,723 |
Purchase of land use rights using prepayments recorded in other non-current assets | ¥ 254,335 | $ 35,822 | 174,117 | ¥ 206,050 |
Acquisition consideration paid through offsetting receivables from seller | ¥ 22,942 |
Organization and Principal Acti
Organization and Principal Activities | 12 Months Ended |
Dec. 31, 2023 | |
Organization and Principal Activities | |
Organization and Principal Activities | 1. Organization and Principal Activities ZTO Express (Cayman) Inc. (“ZTO”) was incorporated under the laws of Cayman Islands on April 8, 2015. ZTO, its subsidiaries and its variable interest entity and subsidiaries of variable interest entity (“VIE”) (collectively also referred to as the “Company”) are principally engaged in express delivery services in the People’s Republic of China (“the PRC”) through a nationwide network partner model. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies (a) Basis of presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). (b) Principles of consolidation The consolidated financial statements include the financial statements of ZTO, its subsidiaries and VIE. All intercompany transactions and balances have been eliminated on consolidation. The Company evaluates the need to consolidate its VIE of which the Company is the primary beneficiary. In determining whether the Company is the primary beneficiary, the Company considers if the Company (1) has power to direct the activities that most significantly affects the economic performance of the VIE, and (2) The obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. If deemed the primary beneficiary, the Company consolidates the VIE. Consolidation of Variable Interest Entity Applicable PRC laws and regulations currently limit foreign ownership of companies that provide delivery services in the PRC. The Company is deemed a foreign legal person under PRC laws and accordingly subsidiaries owned by the Company are ineligible to engage in provisions of delivery services. To provide the Company effective control over its variable interest entity, ZTO Express Co., Ltd. (“ZTO Express”) and receive substantially all of the economic benefits of ZTO Express, the Company’s wholly owned subsidiary, Shanghai Zhongtongji Network Technology Ltd. (“WFOE”) entered into a series of contractual arrangements, described below, with ZTO Express and its individual shareholders. The agreements that provide the Company effective control over the VIE include: Voting Rights Proxy Agreements & Irrevocable Powers of Attorney Under which each shareholder of ZTO Express has executed a power of attorney to grant WFOE the power of attorney to act on his or her behalf on all matters pertaining ZTO Express and to exercise all of his or her rights as a shareholder of ZTO Express, including but not limited to convening, attending and voting at shareholders' meetings, designating and appointing directors and senior management members. The voting rights proxy agreement will remain in force for an unlimited term, unless all the parties to the agreement mutually agree to terminate the agreement in writing. 2. Summary of Significant Accounting Policies (Continued) (b) Principles of consolidation (Continued) Consolidation of Variable Interest Entity (Continued) Exclusive Call Option Agreements Under which the shareholders of ZTO Express granted WFOE or its designated representative(s) an irrevocable and exclusive option to purchase their equity interests in ZTO Express when and to the extent permitted by PRC law. WFOE or its designated representative(s) has sole discretion as to when to exercise such options, either in part or in full. Without WFOE’s written consent, the shareholders of ZTO Express shall not transfer, donate, pledge, or otherwise dispose any equity interests of ZTO Express in any way. The acquisition price for the shares or assets will be the minimum amount of consideration permitted under the PRC law at the time when the option is exercised. The exclusive call option agreement will remain effective until all equity interests in ZTO Express and all assets of ZTO Express are transferred or assigned to WFOE or its designated entity or person. Equity Pledge Agreements Under which the shareholders of ZTO Express pledged all of their equity interests in ZTO Express to WFOE as collateral to secure their obligations under the VIE contractual arrangements. If the shareholders of ZTO Express or ZTO Express breach their respective contractual obligations, WFOE, as pledgee, will be entitled to certain rights, including the right to dispose the pledged equity interests. Pursuant to the agreements, the shareholders of ZTO Express shall not transfer, assign or otherwise create any new encumbrance on their respective equity interest in ZTO Express without prior written consent of WFOE. The equity pledge agreements will remain effective until ZTO Express and its shareholders have completed all of their obligations under the VIE contractual arrangements or discharged all of their obligations under the contractual arrangements. The agreement that transfers economic benefits to the Company is: Exclusive Consulting and Services Agreement Under which ZTO Express engages WFOE as its exclusive technical and operational consultant and under which WFOE agrees to assist in business development and related services necessary to conduct ZTO Express's operational activities. ZTO Express shall not seek or accept similar services from other providers without the prior written approval of WFOE. ZTO Express agrees to pay WFOE an annual service fee, at an amount equal to 100% of the net income of ZTO Express. This agreement will remain effective for an unlimited term, unless WFOE and ZTO Express mutually agree to terminate the agreement in writing, or the agreement is required to be terminated by applicable PRC law. Under the above agreements, the shareholders of ZTO Express irrevocably granted WFOE the power to exercise all voting rights to which they were entitled. In addition, WFOE has the option to acquire all of the equity interests in ZTO Express, to the extent permitted by the then-effective PRC laws and regulations, for nominal consideration. Finally, WFOE is entitled to receive service fees for services provided to ZTO Express. 2. Summary of Significant Accounting Policies (Continued) (b) Principles of consolidation (Continued) Consolidation of Variable Interest Entity (Continued) The Call Option Agreements and Voting Rights Proxy Agreements provide the Company with effective control over the VIE, while the Equity Interest Pledge Agreements secure the obligations of the shareholders of ZTO Express under the relevant agreements. Because the Company, through WFOE, has (i) the power to direct the activities of ZTO Express that most significantly affect the entity’s economic performance and (ii) the right to receive substantially all of the benefits from ZTO Express, the Company is deemed the primary beneficiary of ZTO Express. Accordingly, the Company consolidates the ZTO Express’s financial results of operations, assets and liabilities in the Company’s consolidated financial statements. The Company believes that the contractual arrangements with the VIE are in compliance with the PRC law and are legally enforceable. However, the contractual arrangements are subject to risks and uncertainties, including: ● revoking the business licenses and/or operating licenses of such entities; ● discontinuing or placing restrictions or onerous conditions on the Company’s operation through any transactions between the Company’s PRC subsidiaries and consolidated affiliated entities; ● imposing fines, confiscating the income from PRC subsidiaries or consolidated affiliated entities, or imposing other requirements with which such entities may not be able to comply; ● requiring the Company to restructure its ownership structure or operations, including terminating the contractual arrangements with its variable interest entity and deregistering the equity pledges of its variable interest entity, which in turn would affect the Company’s ability to consolidate, derive economic interests from, or exert effective control over its variable interest entity, or ● restricting or prohibiting the Company’s use of the proceeds from its securities offerings to finance its business and operations in China. ● restricting or prohibiting the Company's future capital raising activities by the China Securities Regulatory Commission. 2. Summary of Significant Accounting Policies (Continued) (b) Principles of consolidation (Continued) Consolidation of Variable Interest Entity (Continued) The amounts and balances of ZTO Express and its subsidiaries (the “VIE”) after the elimination of intercompany balances and transactions within the VIE are presented in the following table: As of December 31, 2022 2023 RMB RMB Assets Current assets: Cash and cash equivalents 2,752,475 2,808,795 Restricted cash — 117,324 Accounts receivable, net 621,395 359,207 Financing receivables, net 847,054 955,424 Short-term investment 270,345 548,273 Inventories 28,151 20,405 Advances to suppliers 51,550 82,252 Prepayments and other current assets 1,197,862 2,109,425 Amounts due from related parties (1) 6,580,240 10,579,479 Total current assets 12,349,072 17,580,584 Investments in equity investees 343,692 252,265 Property and equipment, net 5,916,022 5,928,466 Land use rights, net 1,217,531 1,234,585 Operating lease right-of-use assets 706,810 635,647 Goodwill 4,157,111 4,157,111 Deferred tax assets 436,558 300,761 Long-term investment 699,885 500,000 Long-term financing receivables, net 1,128,807 891,191 Other non-current assets 382,449 134,678 TOTAL ASSETS 27,337,937 31,615,288 Liabilities Current liabilities: Short-term bank borrowings 5,394,423 7,365,990 Accounts payable 1,607,764 1,892,652 Advances from customers 1,355,910 1,709,101 Income tax payable 165,973 198,294 Amounts due to related parties 39,770 197,021 Operating lease liabilities, current 216,799 181,275 Other current liabilities 4,908,777 4,430,580 Total current liabilities 13,689,416 15,974,913 Non-current operating lease liabilities 422,629 424,311 Deferred tax liabilities 92,344 81,971 TOTAL LIABILITIES 14,204,389 16,481,195 (1) Included amounts due from other consolidated subsidiaries of RMB6,554,502 and RMB10,556,052 as of December 31, 2022 and 2023, respectively. 2. Summary of Significant Accounting Policies (Continued) (b) Principles of consolidation (Continued) Consolidation of Variable Interest Entity (Continued) Year ended December 31, 2021 2022 2023 RMB RMB RMB Total revenue 29,721,135 31,981,790 31,276,014 Net income (1) 1,237,524 2,453,641 2,003,952 Net cash provided by (used in) operating activities (2) 976,290 805,413 (1,261,654) Net cash used in investing activities (877,285) (1,521,688) (536,180) Net cash provided by financing activities 55,212 2,537,808 1,971,478 Net (decrease) increase in cash and cash equivalents 154,217 1,821,533 173,644 Cash and cash equivalents and restricted cash at beginning of year 776,725 930,942 2,752,475 Cash and cash equivalents and restricted cash at end of year 930,942 2,752,475 2,926,119 (1) Included inter-company transportation fees, service fees and rental fees charged by other consolidated subsidiaries of RMB 14,967,293, RMB 14,587,084 and RMB 13,984,286 for the years ended December 31, 2021, 2022 and 2023, respectively. (2) Included inter-company operating cash outflow of RMB15,973,616, RMB20,739,098 and RMB17,985,836 to other consolidated subsidiaries for the years ended December 31, 2021, 2022 and 2023, respectively. After all eliminations of intercompany transactions with other consolidated subsidiaries, the VIE contributed 97.7%, 90.4% and 81.4% of the Company’s consolidated revenues for the years ended December 31, 2021, 2022 and 2023, respectively. As of December 31, 2022 and 2023, the VIE accounted for an aggregate of 26.5% and 35.7%, respectively, of the consolidated assets, and 59.1% and 58.5%, respectively, of the consolidated liabilities. There are no terms in any arrangements, considering both explicit arrangements and implicit variable interests that require the Company to provide financial support to the VIE. However, if the VIE was ever to need financial support, the Company may, at its option and subject to statutory limits and restrictions, provide financial support to its VIE through loans to the shareholders of the VIE or entrustment loans to the VIE. The Company believes that there are no assets held in the consolidated VIE that can be used only to settle obligations of the VIE, except for paid-in capital, additional paid-in capital and statutory reserves. As the consolidated VIE is incorporated as a limited liability company under the PRC Company Law, creditors of the VIE do not have recourse to the general credit of the Company for any of the liabilities of the consolidated VIE. Relevant PRC laws and regulations restrict the VIE from transferring a portion of their net assets, equivalent to the balance of its registered capital and statutory reserves, to the Company in the form of loans and advances or cash dividends. Please refer to Note 23 for disclosure of restricted net assets. 2. Summary of Significant Accounting Policies (Continued) (c) Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results may differ from these estimates. The Company bases its estimates on historical experience and other relevant factors. (d) Foreign currency translation The Company’s reporting currency is Renminbi (“RMB”). The functional currency of the Company and subsidiaries incorporated outside the mainland China is the United States dollar (“US dollar” or “US$”) or Hong Kong dollar (“HKD”). The functional currency of all the other subsidiaries and the VIE is RMB. Transactions denominated in currencies other than functional currency are translated into functional currency at the exchange rates quoted by authoritative banks prevailing at the dates of the transactions. Foreign currency denominated financial assets and liabilities are re-measured at the balance sheet date exchange rate. Exchange gains and losses resulting from those foreign currency transactions denominated in a currency other than the functional currency are recorded in the consolidated statements of comprehensive income. The financial statements of the Company are translated from the functional currency into RMB. Assets and liabilities denominated in foreign currencies are translated into RMB using the applicable exchange rates at the balance sheet date. Equity accounts other than earnings generated in current period are translated into RMB at the appropriate historical rates. Revenues, expenses, gains and losses are translated into RMB at the average rates of exchange for the year. The resulting foreign currency translation adjustments are recorded in accumulated other comprehensive income as a component of shareholders’ equity. (e) Convenience translation The Company’s business is primarily conducted in the PRC and almost all of the Company’s revenues are denominated in RMB. However, periodic reports made to shareholders will include current period amounts translated into US dollars using the then current exchange rates, solely for the convenience of the readers outside the PRC. Translations of the consolidated balance sheets, consolidated statements of comprehensive income and consolidated statements of cash flows from RMB into US dollars as of and for the year ended December 31, 2023 were calculated at the rate of US$1.00=RMB7.0999, representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on December 29, 2023. No representation was made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2023, or at any other rate. (f) Cash and cash equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments which are unrestricted as to withdrawal or use, and which have maturities of three months or less when purchased. (g) Restricted cash Restricted cash represents secured deposits held in designated bank accounts for issuance of bank acceptance notes, settlement of derivatives and commencement of construction. (h) Accounts receivable, net Accounts receivable mainly consists of amount due from the Company’s customers, which is recorded net of allowance for credit losses. 2. Summary of Significant Accounting Policies (Continued) (i) Short-term and long-term investment Short-term investment primarily comprises of interest rate swaps, dual currency notes/deposits (“DCN/DCD”), time deposits with maturities between three months and one year, and investments in wealth management products with variable interest rates. Long-term investment comprises of time deposits and investments in wealth management products with maturities more than one year. DCN/DCD and interest rate swaps purchased by the Company to earn interest and manage foreign currency risks are structured products offered by financial institutions with original maturities less than one year and written foreign exchange options embedded. The Company classifies its investments as held-to-maturity securities when the Company expects to receive all the principals and has the positive intent and ability to hold them to maturity. The Company elects the fair value option to record all other investments in accordance with ASC 825 Financial Instruments. The fair values of the investments are measured based on market-based redemption prices which are level 2 inputs provided by the selling banks. Changes in fair value of the investments are recorded as gain or loss from fair value changes of financial instruments in the consolidated statements of comprehensive income. RMB900,000 and RMB1,300,000 of short-term and long-term investments were used as collaterals to issue bank acceptance draft as of December 31, 2022 and 2023, respectively. The Company utilized a forward-looking CECL model to assess the credit loss of financial instruments measured at amortized cost. Based upon the Company’s assessment of various factors, including historical experience, credit quality of the related financial institutions, and other factors that may affect its ability to collect the short-term and long-term investment, the Company determined there were no credit losses for the years ended December 31, 2021, 2022 and 2023. The Company recorded interest income from the held-to maturity investments of RMB212,713, RMB209,061 and RMB399,689, and gain from fair value changes of investments carried at fair value of RMB40,076, RMB70,437 and RMB186,914 in the consolidated statements of comprehensive income for the years ended December 31, 2021, 2022, and 2023, respectively. (j) Foreign exchange options and forward contracts The Company entered into certain foreign exchange options and forward contracts to protect against volatility of future cash flows caused by the changes in foreign exchange rates. The foreign exchange options and forward contracts are accounted for as derivatives and measured at fair value at each period end. The fair values of foreign exchange options and forward contracts are measured based on market-based redemption prices which are level 2 inputs provided by the bank that sells such foreign exchange options and forward contracts. The changes in fair value are recognized as gain or loss in the consolidated statements of comprehensive income. Depending on the terms of the specific derivative instruments and market conditions, the Company’s derivative instruments may be reflected as assets or liabilities at any particular point in time and recorded within prepayments and other current assets or other current liabilities on the consolidated balance sheets. The Company recorded a net gain of RMB12,833, a net loss of RMB24,191 and a net loss of RMB22,397 from fair value changes related to foreign exchange options and forward contracts in the consolidated statements of comprehensive income for the year ended December 31,2021, 2022 and 2023, respectively. 2. Summary of Significant Accounting Policies (Continued) (k) Fair value Fair value is considered to be the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. Authoritative literature provides a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows: Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The short-term financial instruments, which consist of cash and cash equivalents, restricted cash, accounts receivable, financing receivable, time deposits and wealth management products recorded in short-term investments, amounts due from related parties, other current assets, accounts payable, amounts due to related parties, short-term bank borrowings, notes payable and other current liabilities, except for the financial instruments measured at fair value and presented in the following table, are recorded at costs less credit loss allowance when applicable, which approximate their fair values due to the short-term nature of these financial instruments. The carrying values of non-current restricted cash, long-term financing receivables and long-term investment approximate their fair values as their interest rates are comparable to the prevailing interest rates in the market. The Company measures at fair value its financial assets and liabilities by using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. As of December 31, 2022 and 2023, wealth management products, DCN/DCD, interest rate swap and derivative instruments are measured and recorded at fair value initially and on a recurring basis in periods subsequent to their initial recognition and are as follows: As of December 31, Significant Other Observable Inputs (Level 2) 2022 2023 RMB RMB Short-term investments DCN/DCD and interest rate swap 835,896 299,106 Wealth management products 4,077,716 3,279,813 Long-term investments Wealth management products 1,653,276 69,629 Derivative liabilities recorded within other current liabilities Foreign exchange option contracts 31,155 44,521 Foreign exchange forward contracts 1,754 13,967 2. Summary of Significant Accounting Policies (Continued) (k) Fair value (Continued) The Company measures an equity method investment at fair value on a nonrecurring basis when it is deemed to be impaired. The fair value of the investment is determined based on valuation techniques using the best information available, which may include future performance projections, discount rate and other assumptions that are significant to the measurements of fair value. An impairment charge to the investment is recorded when the carrying amount of the investment exceeds its fair value and this condition is determined to be other-than-temporary.The impairment of equity method investments was nil, RMB4,559 and nil during the years ended December 31, 2021, 2022 and 2023, respectively. The carrying values of the Company’s equity investments without readily determinable fair values are measured at cost, less any impairment, plus and minus changes resulting from observable price changes in orderly transactions for identical or similar investments. The Company recognized impairment losses of nil, RMB21,769 and nil related to equity investments without readily determinable fair values for the years ended December 31, 2021, 2022 and 2023, respectively (Note 8). Certain non-financial assets are measured at fair value on a nonrecurring basis, including property, plant, and equipment, right-of-use assets, goodwill and intangible assets and they are recorded at fair value only when impairment is recognized by applying unobservable inputs such as forecasted financial performance, discount rate, and other significant assumptions to the discounted cash flow valuation methodology. (l) Financing receivables, net The Company provides financial services to its network partners with credit terms generally ranging from three months to three years. The balances reported in the consolidated balance sheets were at the outstanding principal amount less allowance of credit losses. The accrued interest receivables are also included in financing receivables as of the balance sheet date. The Company developed a forward looking CECL model based on the conditions of collaterals and guarantees for financing receivables, historical experiences, credit quality of the borrowers, current economic conditions and the borrowers’ operating results, forecasts of future economic conditions, and other factors that may affect its ability to collect from the borrowers. RMB58,768 and RMB93,185 of allowance of credit losses relating to short-term financing receivables, and RMB40,340 and RMB56,863 relating to long-term financing receivables were recorded as of December 31, 2022 and 2023, respectively. The expected credit loss recognized for financing receivables was RMB19,703, RMB35,515 and RMB50,940 for the years ended December 31, 2021, 2022 and 2023, respectively. Interest income generated from the financing receivables was recorded as revenue in the amounts of RMB183,709, RMB168,395, and RMB146,096 for the years ended December 31, 2021, 2022 and 2023, respectively. (m) Property and equipment, net Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the following estimated useful lives: Leasehold improvements Lesser of lease term or estimated useful life of 3 years Furniture, office and electric equipment 3 to 5 years Machinery and equipment 10 years Vehicles 5-10 years Buildings 20 years 2. Summary of Significant Accounting Policies (Continued) (n) Intangible assets Intangible assets include customer relationship acquired in a business combination which are recognized initially at fair value at the date of acquisition and are carried at cost less accumulated amortization. Amortization of customer relationship is computed using the straight-line method over 10 years. The useful life of customer relationship was estimated to be 10 years based on the nature of the customer base and average attrition rate. (o) Investments in equity investees Investments in equity investees of the Company are comprised of investments in privately-held companies. The Company uses the equity method to account for an equity investment over which it has significant influence but does not own a majority equity interest or otherwise control. The Company records equity method adjustments in share of profits and losses. Equity method adjustments include the Company’s proportionate share of investee income or loss, impairments, and other adjustments required by the equity method. Dividends received are recorded as a reduction of carrying amount of the investment. Cumulative distributions that do not exceed the Company’s cumulative equity in earnings of the investee are considered as a return on investment and classified as cash inflows from operating activities. Cumulative distributions in excess of the Company’s cumulative equity in the investee’s earnings are considered as a return of investment and classified as cash inflows from investing activities. The Company continually reviews equity method investments to determine whether a decline in fair value to below the carrying value is other-than-temporary. The primary factors the Company considers in determination are the duration and severity of the decline in fair value; the financial condition, operating performance and the prospects of the equity investee; and other company specific information such as recent rounds of financing. If the decline in fair value is deemed to be other-than-temporary, the carrying value of the equity investment is written down to fair value. The Company’s equity investments without readily determinable fair values, which do not qualify for net asset value (“NAV”) practical expedient and over which the Company does not have the ability to exercise significant influence through the investments in common stock or in substance common stock, are accounted for under the measurement alternative in accordance with Accounting Standards Update (“ASU”) 2016-01 “Recognition and Measurement of Financial Assets and Liabilities” (the “Measurement Alternative”). Under the Measurement Alternative, the carrying value is measured at cost, less any impairment, plus and minus changes resulting from observable price changes in orderly transactions for identical or similar investments. (p) Impairment of long-lived assets The Company evaluates the recoverability of long-lived assets with determinable useful lives whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. Impairment exists when the sum of the expected future net cash flows is less than the carrying value of the asset being evaluated. Impairment loss is calculated as the amount by which the carrying value of the asset exceeds its fair value. Fair value is estimated based on various valuation techniques and significant assumptions such as future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and may differ from actual results. The Company recognizes such asset at the lower of carrying value or fair market value less costs to sell, as estimated based on comparable asset sales, offers received, or a discounted cash flow model. The Company recorded impairment charges of nil, nil and RMB76,616, related to property and equipment that were expected to be disposed of before the end of their estimated useful lives for the years ended December 31, 2021, 2022 and 2023, respectively. Impairment losses are recorded in other operating income, net in the consolidated statements of comprehensive income. 2. Summary of Significant Accounting Policies (Continued) (q) Goodwill Goodwill is recognized for the excess of the purchase price over the fair value of net assets of business acquired. Several factors give rise to goodwill in the Company’s acquisitions, such as the expected benefit from synergies of the combination and the existing workforce of the acquired businesses. Unless circumstances otherwise indicate, goodwill is reviewed annually at December 31 for impairment. In evaluation of goodwill impairment, the Company performs a qualitative assessment to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Based on the qualitative assessment, if it is more likely than not that the fair value is less than the carrying amount, the Company performs a quantitative assessment to identify goodwill impairment and measure the amount of a goodwill impairment loss to be recognized. The impairment test is performed as of year-end or if events or circumstances changes indicate that it is more likely than not that goodwill is impaired. The Company had two reporting units, the express delivery business and the freight forwarding business, for purposes of allocating and testing goodwill for the years ended December 31, 2021, 2022 and 2023. The Company conducted qualitative assessment to determine whether it is necessary to perform a quantitative goodwill impairment test. In assessing the qualitative factors, the Company co |
Prepayments and Other Current A
Prepayments and Other Current Assets | 12 Months Ended |
Dec. 31, 2023 | |
Prepayments and Other Current Assets | |
Prepayments and Other Current Assets | 3. Prepayments and Other Current Assets Prepayments and other current assets consist of the following: As of December 31, 2022 2023 RMB RMB Input value added tax (“VAT”) 2,296,167 2,704,180 Prepaid expenses 119,935 102,438 Accrued interest income 199,686 135,096 Deposits 130,731 104,408 Others 399,859 726,255 Total 3,146,378 3,772,377 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment, Net | |
Property and Equipment, Net | 4. Property and Equipment, Net Property and equipment, net consist of the following: As of December 31, 2022 2023 RMB RMB Buildings 14,995,857 21,731,960 Machinery and equipment 7,328,207 8,861,939 Leasehold improvements 923,285 1,085,101 Vehicles 6,101,948 5,642,905 Furniture, office and electric equipment 850,836 922,797 Construction in progress 7,372,605 4,929,745 Total 37,572,738 43,174,447 Accumulated depreciation (8,759,534) (10,916,806) Impairment — (76,616) Property and equipment, net 28,813,204 32,181,025 Depreciation expenses were RMB2,102,310, RMB2,540,899 and RMB2,740,819 for the years ended December 31, 2021, 2022 and 2023, respectively. The Company recorded impairment charges of nil, nil and RMB76,616, related to property and equipment that were expected to be disposed of before the end of their estimated useful lives for the years ended December 31, 2021, 2022 and 2023, respectively. As of December 31, 2022 and 2023, the title certificates for certain buildings of the Company with an aggregate net book value of approximately RMB4,909,234 and RMB3,024,988, respectively, had not been obtained. |
Land Use Rights, Net
Land Use Rights, Net | 12 Months Ended |
Dec. 31, 2023 | |
Land Use Rights, Net. | |
Land Use Rights, Net | 5. Land Use Rights, Net There is no private land ownership in China. Companies or individuals are authorized to possess and use the land only through land use rights granted by the PRC government. Land use rights are amortized using the straight-line method over the lease term of around 50 years or less. The weighted average remaining lease term is 44 and 43 years as of December 31, 2022 and 2023 respectively. As of December 31, 2022 2023 RMB RMB Cost 5,922,514 6,244,857 Less: Accumulated amortization (479,563) (607,756) Land use rights, net 5,442,951 5,637,101 Amortization expenses for land use rights were RMB113,260, RMB123,450 and RMB128,193 for the years ended December 31, 2021, 2022 and 2023, respectively. As of December 31, 2022 and 2023, the title certificates for certain land use rights of the Company with carrying value of approximately RMB103,453 and RMB89,295, respectively, had not been obtained. |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2023 | |
Operating Leases | |
Operating Leases | 6. Operating Leases 1) Lease as lessee The Company leases office space, sorting hubs and warehouse facilities under non-cancellable operating lease agreements that expire at various dates through October 2037. During the three years ended December 31, 2021, 2022 and 2023, the Company incurred rental expenses related to fixed operating lease costs amounting to RMB388,450, RMB370,385 and RMB348,878, respectively. No variable lease cost existed. Supplemental information related to leases within the consolidated balance sheets are as follows: As of December 31, As of December 31, 2022 2023 RMB RMB Operating lease right-of-use assets 808,506 672,193 Current operating lease liabilities 229,718 186,253 Non-current operating lease liabilities 510,349 455,879 Total operating lease liabilities 740,067 642,132 Weighted average remaining lease term (in years) 5 5 Weighted average discount rate 4.31 % 4.28 % 6. Operating Leases (Continued) 1) Lease as lessee (Continued) Supplemental cash flow information related to leases for the years ended December 31, 2022 and 2023 are as follows: Year ended Year ended December 31, December 31, 2022 2023 RMB RMB Cash paid for amounts included in measurement of liabilities: Operating cash flows from operating leases 348,672 294,069 Right-of-use assets obtained in exchange for lease liabilities: Operating leases 291,000 312,574 Right-of-use assets decreased due to lease modifications: Operating leases 44,797 55,391 Right-of-use assets decreased due to disposal of subsidiary: Operating leases — 80,923 The following is a maturity analysis of the annual undiscounted cash flows as of December 31, 2022 and December 31, 2023: As of As of December 31, 2022 December 31, 2023 RMB RMB Within one year 227,647 207,712 Within a period of more than one year but not more than two years 179,784 148,891 Within a period of more than two years but not more than three years 133,299 116,488 Within a period of more than three years but not more than four years 118,142 66,457 Within a period of more than four years but not more than five years 47,397 52,571 More than five years 125,054 122,757 Total lease commitment 831,323 714,876 Less: Imputed interest 91,256 72,744 Total operating lease liabilities 740,067 642,132 Less: Current operating lease liabilities 229,718 186,253 Long-term operating lease liabilities 510,349 455,879 Under ASC 842, land use rights agreements are also considered as operating lease contracts. See Note 5 for separate disclosures related to land use right. 2) Lease as lessor The Company rents land and buildings to network partners under non-cancellable operating lease agreements that expire at various dates through September 2037. All of the Company’s leasing arrangements as lessor are classified as operating leases. Rental income is recognized on a straight-line basis over the rental period. During the years ended December 31, 2021, 2022 and 2023, the Company recorded rental income amounting to RMB128,074, RMB178,761 and RMB291,693, respectively. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill | |
Goodwill | 7. Goodwill The carrying amount of goodwill by reporting units as of December 31, 2022 and 2023 are as follows: Express Freight Total Delivery Forwarding Amount RMB RMB RMB Balance at December 31, 2022 and 2023 4,157,111 84,430 4,241,541 |
Investments in equity investees
Investments in equity investees | 12 Months Ended |
Dec. 31, 2023 | |
Investments in equity investees | |
Investments in equity investees | 8. Investments in equity investees The Company’s investments in equity investees comprise the following: As of December 31, 2022 2023 RMB RMB Investments accounted for under equity method: ZTO Supply Chain Management Co., Ltd. (“ZTO LTL”) (1) 152,549 205,827 ZTO Yun Leng Network Technology (Zhejiang) Co., Ltd. (“ZTO YL”) (2) 51,420 35,959 Tonglu Antong Management LLP (“Antong”) (3) 146,051 117,995 Others 220,336 171,476 Total investments accounted for under the equity method 570,356 531,257 Investments accounted for as equity investments without readily determinable fair values: Cai Niao Smart Logistics Network Limited (“Cai Niao”) (4) 1,116,085 1,143,797 Zhejiang Yizhan Network Technology Co., Ltd. (“Cainiao Post”) (4) 1,075,000 1,075,000 Zhijiang New Industries Limited (“ZJ New Industries”) (4) 500,000 — ZTO Supply Chain Management Co., Ltd. (“ZTO LTL”) (1) 578,105 582,526 Others 110,998 122,539 Total investments accounted for equity investments without readily determinable fair values 3,380,188 2,923,862 Total investments in equity investees 3,950,544 3,455,119 (1) ZTO LTL ZTO LTL is engaged in provision of less-than-truckload transportation services in China. The Company obtained significant influence over ZTO LTL through owning 18% equity interest in common stock of ZTO LTL at a total consideration of US$14,017 (RMB99,519), which is accounted for using the equity method. The Company also invested US$83,817 (RMB582,526) in preferred stock of ZTO LTL, which is accounted for under the Measurement Alternative as the underlying preferred shares are not considered in-substance common stock and have no readily determinable fair value. (2) ZTO YL The Company obtained significant influence over ZTO YL through owning 18% equity interest of ZTO YL at a total consideration of RMB90,000, which is accounted for using the equity method. (3) Antong In 2021 and 2022, the Company invested RMB70,000 and RMB49,000 in Tonglu Antong Management LLP, respectively. As a limited partner, the Company has ability to exercise significant influence over operating activities of Antong but doesn’t have controlling financial interest in it. Therefore, the investment is accounted for using the equity method. 8. Investments in equity investees (Continued) (4) The Company obtained 1% equity interest of Cai Niao, which provides a platform that connects with a network of logistics providers through a proprietary logistics information system and facilitates the delivery of packages across the PRC. The Company doesn’t have significant influence over the investee, therefore, accounts for the investment as an equity investment without readily determinable fair values. In May 2018, the Company entered into a subscription and contribution agreement with four other leading express delivery companies in the PRC, to obtain 15% equity interest in Cainiao Post, Cai Niao’s network of last-mile delivery stations, in an amount of RMB1,075,000. As of December 31, 2022 and 2023, the Company held 13.75% and 13.75% equity interest in Cainiao Post, respectively. Since the Company doesn’t have significant influence over Cainiao Post, this investment is accounted for as an equity investment without readily determinable fair values. In October 2018, the Company entered into an investment agreement with several investment corporations to establish a new investment company, named ZJ New Industries and obtained 2% equity interest in ZJ New Industries at a total consideration of RMB500,000. For the year ended December 31, 2023, the Company disposed its 2% equity interest in ZJ New Industries at a cash consideration of RMB507,032, resulting in a disposal gain of RMB7,032. The Company recognized impairment losses totaling nil, RMB26,328, and nil related to equity investments for the years ended December 31, 2021, 2022 and 2023, respectively. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets, Net | |
Intangible Assets, Net | 9. Intangible Assets, Net As of December 31, 2022 2023 RMB RMB Customer relationships 61,973 61,973 Less: accumulated amortization (32,536) (38,733) Customer relationships, net 29,437 23,240 Amortization expenses for customer relationships acquired through the business combination of COE Business were RMB6,198, RMB6,197 and RMB6,197 for the years ended December 31, 2021, 2022 and 2023, respectively. The estimated amortization expenses for each of the five succeeding fiscal years and thereafter are as follows: Years ended December 31, RMB 2023 6,197 2024 6,197 2025 6,197 2026 4,649 Total 23,240 |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Other Current Liabilities | |
Other Current Liabilities | 10. Other Current Liabilities Other current liabilities consist of the following: As of December 31, 2022 2023 RMB RMB Payables related to property and equipment 1,874,562 1,908,520 Deposits from network partners (1) 1,479,027 1,550,463 Salary and welfare payable 1,179,917 1,231,320 Payables to individual couriers (2) 779,481 1,000,069 Accrued expenses 345,468 364,746 Others 1,066,288 1,181,598 Total 6,724,743 7,236,716 (1) Deposits from network partners represent the waybill deposits collected from the pickup outlets operated by network partners. The deposits will be refunded when the parcels are delivered to the recipients. (2) Payables to individual couriers represent the amount to be paid by the Company to individual couriers on behalf of its network partners for their last mile dispatch. |
Short-term Bank Borrowings
Short-term Bank Borrowings | 12 Months Ended |
Dec. 31, 2023 | |
Short-term Bank Borrowings. | |
Short-term Bank Borrowings | 11. Short-term Bank Borrowings Short-term bank borrowings consist of the following: As of December 31, 2022 2023 RMB RMB The PRC domestic commercial banks 5,394,423 7,765,990 The weighted average interest rates on short-term bank borrowings as of December 31, 2022 and 2023 were 2.04% and 1.62%, respectively. Certain borrowings are subject to financial covenants such as asset-liability ratio less than 65% and current ratio not less than 0.8. As of December 31, 2023, the Company was in compliance with the financial covenants. The borrowings are repayable within one year. |
Convertible Senior Notes
Convertible Senior Notes | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Senior Notes | |
Convertible Senior Notes | 12. Convertible Senior Notes On August 29, 2022, the Company issued US$1,000,000 of Convertible Senior Notes (“the Notes”). The Notes will mature on September 1, 2027 and bear interest at a rate of 1.5% per year, payable semiannually in arrears on March 1 and September 1 of each year, beginning on March 1, 2023. Holders of the Notes have the option to convert the Notes, in integral multiples of US$1 principal amount, at any time prior to the close of business on the fifth scheduled trading day immediately preceding the maturity date. The Notes can be converted into the Company’s ADSs at an initial conversion rate of 31.6296 of the Company’s ADSs per US$1 principal amount of the Notes (equivalent to an initial conversion price of US$31.62 per ADS). The conversion rate is subject to customary adjustments upon the occurrence of certain events, such as the payment of dividends. Upon conversion, the Company will pay or deliver, as the case may be, cash, ADSs, or a combination of cash and ADSs, at its selection. The holders may require the Company to repurchase for cash all or part of the Notes on September 2, 2025 (the “repurchase date”) at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the relevant repurchase date. 12. Convertible senior notes(Continued) The Company did not identify any embedded features that are subject to separate accounting. The conversion option meets the scope exception for derivative accounting as it is indexed to the Company’s own stock and classified in stockholders’ equity. Other embedded features including the mandatory redemption feature and the contingent put option upon tax events or fundamental changes are considered clearly and closely related to the debt host with no separate accounting required. Therefore, the Company accounted for the Notes as a single liability under convertible senior note, non-current. Issuance costs related to the Notes were recorded in consolidated balance sheet as a direct deduction from the principal amount of the Notes, and the discount caused by issuance cost is amortized over the period from August 29, 2022, the date of issuance, to September 2, 2025, the first put date of the Notes, using the effective interest method. On August 29, 2022, the Company recorded the convertible senior notes as a long-term liability at face value (RMB6,910,000 or US$1,000,000) net of issuance costs (RMB121,588 or US$17,596). Capped Call Options In connection with the Notes, the Company entered into privately-negotiated capped call transactions indexed to its own ordinary shares with certain financial institutions based on the total offering US$1,000,000 of Convertible Senior Notes to reduce the potential dilution to existing shareholders of the Company upon conversion of the Notes. The cap price of the capped call transactions is initially US$36.48 per ADS, and is subject to adjustment under the terms of the capped call transactions. The total premium paid by the Company for the capped call options was RMB373,139 (equivalently US$54,000). The capped call options are classified as stockholders’ equity and carried at the acquisition cost. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax | |
Income Tax | 13. Income Tax Under the current laws of the Cayman Islands, the Company is incorporated in the Cayman Islands and not subject to tax on income or capital gain. Additionally, the Cayman Islands does not impose a withholding tax on payments of dividends to shareholders. Under the current laws of the British Virgin Islands, the Company’s subsidiary incorporated in British Virgin Island is not subject to tax. Under the current Hong Kong Inland Revenue Ordinance, the Company’s subsidiaries domiciled in Hong Kong have applied a two-tiered profits tax rate regime. The profits tax rate for the first HK$2 million of profits of corporations is 8.25%, while profits above that amount is subject to the tax rate of 16.5%. Additionally, payments of dividends by the subsidiary incorporated in Hong Kong to the Company are not subject to any Hong Kong withholding tax. Under the Law of the People’s Republic of China on Enterprise Income Tax (“EIT Law”), the Company’s subsidiaries domiciled in the PRC are subject to statutory rate of 25%. Certain enterprises will benefit from a preferential tax rate of 15% under the EIT Law if they qualify as “high and new technology enterprises,” or HNTEs, or if they are located in applicable PRC regions including Qianhai Shenzhen-Hong Kong Modern Service Industry Cooperation Zone or regions as specified in the Catalogue of Encouraged Industries in Western Regions (effective till 2030), or the Western Regions Catalogue, subject to certain general restrictions described in the EIT Law and the related regulations. WFOE is qualified for HNTE status and therefore eligible for a preferential income tax rate of 15% for the years ended December 31, 2021, 2022 and 2023. In addition, WFOE applied for the Key Software Enterprise status in early 2023. After the approval by the relevant tax authority in 2023, WFOE was entitled to a preferential tax rate of 10% retroactively for the year ended December 31, 2022. Four, three and six of the Company's subsidiaries are qualified enterprises within the Catalog of Encouraged Industries in the Western Region and therefore eligible for the 15% preferential income tax rate for the years ended December 31, 2021, 2022 and 2023. The preferential income tax rate will expire in December 2030. 13. Income Tax (Continued) According to Caishui (2021) No.30, Shenzhen Dayu International Logistics Co., Ltd, established in Qianhai Shenzhen-Hong Kong Modern Service Industry Cooperation Zone, is entitled to a preferential tax rate of 15% until December 31, 2025. The current and deferred portion of income tax expenses included in the consolidated statements of comprehensive income, which were substantially attributable to the Company’s subsidiaries are as follows: Year ended December 31, 2021 2022 2023 RMB RMB RMB Current tax expenses 1,197,542 1,388,714 1,780,818 Deferred tax expenses (benefits) (192,091) 244,616 157,782 Total 1,005,451 1,633,330 1,938,600 The Company’s effective tax rate for the years ended December 31, 2021, 2022 and 2023 were 17.52%, 19.71% and 18.14%, respectively. Reconciliations of the differences between the PRC statutory income tax rate and the Company’s effective income tax rate for the years ended December 31, 2021, 2022 and 2023 are as follows: Year ended December 31, 2021 2022 2023 RMB RMB RMB Statutory income tax rate 25.00 % 25.00 % 25.00 % Preferential tax rates (6.45) % (4.29) % (7.22) % Research & development super deduction (2.66) % (2.42) % (1.05) % Non-deductible expenses 1.57 % 0.66 % 0.82 % Different tax rates of operations in other jurisdictions (0.07) % 0.40 % 0.36 % Valuation allowance on deferred tax assets 0.09 % 0.10 % 0.03 % True up (1) 0.04 % 0.25 % (1.69) % Withholding tax on the earnings distributed — — 1.89 % Others 0.00 % 0.01 % 0.00 % 17.52 % 19.71 % 18.14 % Note (1): WFOE applied for the Key Software Enterprise status in early 2023. After the approval by the relevant tax authority in 2023, WFOE was entitled to a preferential tax rate of 10% retroactively for the year ended December 31, 2022, resulting in an income tax expense decrease of RMB207,142 for the year ended December 31,2023. 13. Income Tax (Continued) The effect of the tax holiday on the income per share is as follows: Year ended December 31, 2021 2022 2023 RMB RMB RMB Tax saving amount due to preferential tax rates 370,178 355,489 978,866 Income per share effect- basic 0.45 0.44 1.21 Income per share effect- diluted 0.45 0.43 1.17 The principal components of the Company’s deferred income tax assets and liabilities as of December 31, 2022 and 2023 are as follows: As of December 31, 2022 2023 RMB RMB Deferred tax assets: Accrued payroll and expense 188,826 206,180 Net loss carryforward 362,443 386,749 Financial subsidy 15,790 20,009 Depreciation for property and equipment 137,440 179,774 Unrealized gain from intragroup transactions 28,986 20,545 Provision for allowance for credit losses 58,076 121,898 Deferred tax assets in subtotal 791,561 935,155 Valuation allowance on deferred tax assets (41,464) (55,383) Total deferred tax assets 750,097 879,772 Deferred tax liabilities: Difference in basis of land use rights (134,928) (131,412) Difference in basis of property and equipment (205,763) (299,529) Difference in basis of intangible assets (4,881) (3,859) Unrealized investment gain (900) (900) Dividend withholding tax — (202,500) Total deferred tax liabilities (346,472) (638,200) The Company considers positive and negative evidence to determine whether some portion or all of the deferred tax assets will more likely than not be realized. This assessment considers, among other matters, the nature, frequency and severity of recent losses, forecasts of future profitability, the duration of statutory carryforward periods, and the history of operating loss or tax credit carryforwards expiring unused. As of December 31, 2022 and 2023, valuation allowance of RMB41,464 and RMB55,383 were provided, respectively. As of December 31, 2023, the Company had total tax loss carryforward in subsidiaries of RMB1,652,821.The tax loss carryforward of the Company’s PRC subsidiaries and VIE were RMB1,371,801 as of December 31, 2023 which will expire from 2024 to 2028 if not used. 13. Income Tax (Continued) Uncertainties exist with respect to how the current income tax law in the PRC applies to the Company’s overall operations, and more specifically, with regard to tax residency status. The EIT Law includes a provision specifying that legal entities organized outside of the PRC will be considered residents for Chinese Income tax purposes if the place of effective management or control is within the PRC. The implementation rules to the EIT Law provide that nonresident legal entities will be considered the PRC residents if substantial and overall management and control over the manufacturing and business operations, personnel, accounting and properties, occurs within the PRC. Despite the present uncertainties resulting from the limited PRC tax guidance on the issue, the Company does not believe that the legal entities organized outside of the PRC within the Company should be treated as residents for EIT law purposes. If the PRC tax authorities subsequently determine that the Company and its subsidiaries registered outside the PRC should be deemed resident enterprises, the Company and its subsidiaries registered outside the PRC will be subject to the PRC income taxes, at a statutory income tax rate of 25%. The Company is not subject to any other uncertain tax position. According to the PRC Tax Administration and Collection Law, and Implementing Rules of the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or withholding agent. The statute of limitations will be extended to five years under special circumstances, which are not clearly defined (but an underpayment of tax liability exceeding RMB0.1 million is specifically listed as a special circumstance). In the case of a related party transaction, the statute of limitations is ten years. There is no statute of limitations in the case of tax evasion. From inception to 2023, the Company is subject to examination of the PRC tax authorities. In accordance with the EIT Law, dividends, which arise from profits of foreign invested enterprises (“FIEs”) earned after January 1, 2008, are subject to a 10% withholding income tax. In addition, under tax treaty between the PRC and Hong Kong, if the foreign investor is incorporated in Hong Kong and qualifies as the beneficial owner, the applicable withholding tax rate is reduced to 5%, if the investor holds at least 25% in the FIE, or 10%, if the investor holds less than 25% in the FIE. A deferred tax liability is recognized for the undistributed profits of the PRC subsidiaries unless the Company has sufficient evidence to demonstrate that the undistributed dividends will be reinvested and the remittance of the dividends will be postponed indefinitely. Prior to 2023, the Company intended to indefinitely reinvest the undistributed profits of the Company’s PRC subsidiaries. Referring to Note 24, the board of directors of ZTO approved a dividend of US$0.62 per ADS for 2023. To execute the dividend plan, the board of WFOE has approved to distribute cash dividends to ZTO Express (Hong Kong) Limited, and the Company recorded a deferred tax liability of RMB202,500 as of December 31, 2023 accordingly. The remaining undistributed profits of the Company’s PRC subsidiaries would be indefinitely reinvested. Under applicable accounting principles, a deferred tax liability should be recorded for taxable temporary differences attributable to the excess of financial reporting basis over tax basis in a domestic entity. However, recognition is not required in situations where the tax law provides a means by which the reported amount of that investment can be recovered tax-free and the enterprise expects that it will ultimately use that means. The Company completed its feasibility analysis on a method, which the Company will ultimately execute if necessary to repatriate the undistributed earnings of the VIE without significant tax costs. As such, the Company does not accrue deferred tax liabilities on the earnings of the VIE given that the Company will ultimately use the means. Aggregate undistributed earnings of the Company’s PRC subsidiaries and VIE that are available for distribution were RMB28,504,400 and RMB35,533,419 as of December 31, 2022 and 2023 respectively. |
Share Based Compensation
Share Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share Based Compensation | |
Share Based Compensation | 14. Share-Based Compensation Employee Share Holding Platform In June 2016, the Company established an employee share holding platform (the “Share Holding Platform”). ZTO ES Holding Limited (“ZTO ES”), a British Virgin Islands company was established as a holding vehicle for the Company’s Share Holding Platform. Four limited liability partnerships (“LLPs”) were established in the PRC as the shareholders of ZTO ES. ZTO ES and the LLPs have no activities other than administering the plan and does not have employees. On June 28, 2016, the Company issued 16 million ordinary shares to ZTO ES. All shareholder rights associated with these 16 million ordinary shares including but not limited to voting right and dividend right were waived until such time when the economic interests in the ordinary shares are granted to the employees, through transfer of interests in the LLPs. The recipient of limited partnership interests is entitled to indirectly all of the economic rights associated with the underlying ordinary shares of the Company and accordingly, at the direction of the employee, ZTO ES will sell the Company’s ordinary shares held in connection with the limited partnership interest owned by the employee, and remit the proceeds to the employee. The other shareholder’s rights associated with the Company’s ordinary shares held by the partnership may be exercised by the general partner of these LLPs. The Company referred to these limited partner’s partnership interests as ordinary share units and five ordinary share units correspond to the indirect economic interest in one ordinary share of the Company. In March 2021,2022 and 2023, 3,178,835, 3,934,355 and 4,386,320 ordinary share units corresponding to 635,767, 786,871 and 877,264 Company’s ordinary shares were granted to certain officers and employees,respectively. The consideration was nil for each of three years. These share awards vested immediately upon grant. The Company recorded the share-based compensation of RMB135,778, RMB109,614, and RMB158,278 based on the market price at US$32.83, US$21.87 and US$26.27 of ordinary shares on the respective grant dates, in selling, general and administrative expenses in the consolidated statements of comprehensive income for the years ended December 31, 2021, 2022 and 2023, respectively. 2016 Share Incentive Plan In June 2016, the Board also approved the 2016 share incentive plan (the “2016 Share Incentive Plan”) in order to provide appropriate incentives to directors, executive officers and other employees of the Company. The 2016 Share Incentive Plan were amended and restated in September 2016, the maximum aggregate number of shares which may be issued pursuant to all awards under the 2016 Plan is initially 3,000,000, plus an annual increase, by an amount equal to the least of (i) 0.5% of the total number of shares issued and outstanding on the last day of the immediately preceding fiscal year; (ii) 3,000,000 shares or (iii) such number of shares as may be determined by the Board. With effect from May 1, 2023, the Company will no longer further increase the scheme limit of the 2016 Share Incentive Plan for the remaining term of the 2016 Share Incentive Plan, and the scheme limit of the 2016 Share Incentive Plan will be capped at the existing size of the share award pool as at December 31, 2022, i.e. 21,000,000 shares; options and awards under the 2016 Share Incentive Plan will be satisfied by the existing shares of the Company issued and reserved for the administration of the 2016 Share Incentive Plan and no new shares will be issued for the share award grants made or to be made pursuant to the 2016 Share Incentive Plan. Restricted share units (“RSUs”) In March 2021, 2022 and 2023, the Company granted 525,595, 497,956 and 535,955 RSUs at par value to certain director, executive offices and employees pursuant to the 2016 Share Incentive Plan, respectively. These grants vested immediately upon grant. The Company recorded the share-based compensation of RMB112,249, RMB69,366, and RMB96,698 based on the market price of ordinary shares at US$32.83, US$21.87 and US$26.27 on the respective grant dates in selling, general and administrative expenses in the consolidated statements of comprehensive income for the years ended December 31, 2021, 2022 and 2023, respectively. |
Ordinary Shares
Ordinary Shares | 12 Months Ended |
Dec. 31, 2023 | |
Ordinary Shares | |
Ordinary Shares | 15. Ordinary Shares As disclosed in Note 14, on June 28, 2016, 16 million ordinary shares of the Company were issued to ZTO ES to establish a reserve pool for future issuance of equity share incentive to the Company’s employees. All shareholder rights of these 16 million ordinary shares including but not limited to voting rights and dividend rights are unconditionally waived until the corresponding ordinary share units are transferred to the employees. While the ordinary shares were legally issued to ZTO ES, ZTO ES does not have any of the rights associated with the ordinary shares. As such the Company accounted for these shares as issued but not outstanding ordinary shares until the waiver is released by the Company, which occurs when Ordinary Shares Units are awarded to the employees. 6,024,675 and 5,147,411 ordinary shares transferred to ZTO ES were considered issued but not outstanding as of December 31, 2022 and 2023, respectively. On September 29, 2020, the Company successfully listed on the Main Board of the Hong Kong Stock Exchange with a global offering of 51,750,000 Class A ordinary shares (including the exercise of the over-allotment option on October 22, 2020 ) at a public offering price of HK$218.00. The Company received net proceeds of RMB9,763.8 million from this offering after deducting RMB79.2 million of underwriting commissions and discounts and RMB77.4 million of the offering expenses payable by the Company. The Hong Kong-listed shares are fully fungible with the Company’s American depositary shares (ADSs) listed on the New York Stock Exchange (one ADS representing one Class A ordinary share). |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share | |
Earnings Per Share | 16. Earnings Per Share Basic and diluted earnings per share for each of the years presented are calculated as follows: Year ended December 31, 2021 2022 2023 RMB RMB RMB Numerator: Net income attributable to ordinary shareholders—basic 4,754,827 6,809,056 8,749,004 Plus: Interest expense of convertible senior notes — 45,809 145,451 Net income attributable to ordinary shareholders—diluted 4,754,827 6,854,865 8,894,455 Shares (Denominator): Weight average ordinary shares outstanding—basic 819,961,265 809,442,862 807,739,616 Plus: Dilutive effect of convertible senior notes — 10,830,669 31,209,067 Weight average ordinary shares outstanding—diluted 819,961,265 820,273,531 838,948,683 Earnings per share—basic 5.80 8.41 10.83 Earnings per share—diluted 5.80 8.36 10.60 6,811,546, 6,024,675 and 5,147,411 ordinary shares transferred to ZTO ES were considered issued but not outstanding as of December 31, 2021, 2022 and 2023, respectively, and therefore not included in the calculation of basic and dilutive earnings per share. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions | |
Related Party Transactions | 17. Related Party Transactions The table below sets forth the major related parties and their relationships with the Company: Name of related parties Relationship with the Company Tonglu Tongze Logistics Ltd. and its subsidiaries Majority equity interests held by the employees of the Company ZTO Supply Chain Management Co., Ltd. and its subsidiaries The Company’s equity investee ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries The Company’s equity investee ZTO Yun Leng Network Technology (Zhejiang) Co., Ltd. and its subsidiaries The Company’s equity investee Zhejiang Tongyu Intelligent Industry Development Co., Ltd. The Company’s equity investee Tonglu Antong Management LLP The Company’s equity investee Shanghai Mingyu Barcode Technology Ltd. and its subsidiaries Controlled by brother of chairman of the Company Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd Controlled by chairman of the Company Mr. Jianchang Lai Director and Vice President of Operations Mr. Jilei Wang Director and Vice President of Infrastructure Management Mr. Du Wang Immediate families of Director and Vice President (a) The Company entered into the following transactions with its related parties: Transactions Year ended December 31, 2021 2022 2023 RMB RMB RMB Revenues: Express delivery service revenue derived from Tonglu Antong Management LLP and its subsidiaries 38,202 694,758 253,948 Express delivery service revenue from ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries 68,716 291,584 274,256 Others 5,224 51,662 66,655 Total 112,142 1,038,004 594,859 Cost of revenues: Transportation service fees paid to ZTO Supply Chain Management Co., Ltd. and its subsidiaries 56,624 459,013 862,944 Freight services agency fees paid to Zhongtong Yun Leng Network Technology (Zhejiang) Co., Ltd. and its subsidiaries 5,853 56,325 119,005 Purchases of supplies from Shanghai Mingyu Barcode Technology Ltd. 235,808 237,252 330,190 Others 103,669 44,666 39,838 Total 401,954 797,256 1,351,977 Other operating income: Property leasing income from ZTO Supply Chain Management Co., Ltd. and its subsidiaries 29,688 45,876 45,896 Property leasing income from ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries 33,390 53,115 64,722 Others 8,453 20,677 18,918 Total 71,531 119,668 129,536 Other income: Interest income related to loan receivables from Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd 39,000 33,962 33,046 Others 2,435 8,071 10,382 Total 41,435 42,033 43,428 17. Related Party Transactions (Continued) (a) In October and December 2021, the Company acquired 20.77% equity interest in certain subsidiaries from Mr. Jianchang Lai at a cash consideration of RMB103,728. The difference between the consideration and the carrying amount of ownership interest obtained was RMB29,799 recorded in additional paid-in capital. In December 2021, the Company sold its 100% shares in Zhejiang Xinglian Air Cargo Co., Ltd. to Zhongtong Yun Leng Network Technology (Zhejiang) Co., Ltd. at a cash consideration of RMB177,297. The Company recognized loss of RMB2,532 on the disposal of Zhejiang Xinglian. In 2021, the Company purchased trucks from Tonglu Tongze Logistics Ltd. and its subsidiaries at an aggregate price of RMB53,868. In January 2022, the Company acquired 10% equity interest in a subsidiary from Mr. Du Wang at a cash consideration of RMB39,128. The difference between the consideration and the carrying amount of non-controlling interests as of the acquisition date was RMB5,060 and recorded in additional paid-in capital. In September 2022, the Company sold its 100% equity interest in Jinhua Zhongrui Freight Forwarding Co., Ltd to ZTO Supply Chain Management Co., Ltd. at a cash consideration of RMB291,400, resulting in a gain of RMB60,514. In December 2022, the Company acquired 82% equity interests of Tuxi Technology Co.,Ltd from certain related parties and third parties shareholders at a total cash consideration of RMB98,533, which approximately equals to the fair value of net assets acquired. (b) The Company had the following balances with its related parties: As of December 31, 2022 2023 RMB RMB Amounts due to related parties Shanghai Mingyu Barcode Technology Ltd. 20,249 28,924 Tonglu Antong Management LLP and its subsidiaries 28,887 — ZTO Supply Chain Management Co., Ltd. and its subsidiaries — 149,495 ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries — 16,415 Zhongtong Yunleng Network Technology (Zhejiang) Co., LTD and its subsidiaries — 14,988 Others 2 24,861 Total 49,138 234,683 Amounts due to related parties consisted of accounts payable to related parties for transportation, waybill material and deposits as of December 31, 2022 and 2023, respectively. Trade related amounts due to related parties are normally settled within one year. 17. Related Party Transactions (Continued) (b) As of December 31, 2022 2023 RMB RMB Amounts due from related parties ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries (1) 55,061 72,377 ZTO Supply Chain Management Co., Ltd. (2) 101,432 69,881 Zhongtong Yunleng Network Technology (Zhejiang) Co., Ltd. and its subsidiaries 53,504 1,169 Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd. (3) 75,000 — Others 29,486 4,640 Total 314,483 148,067 Amounts due from related parties-non current Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd. (3) 500,000 502,083 Zhejiang Tongyu Intelligent Industry Development Co., Ltd. (4) 77,140 82,180 Total 577,140 584,263 Notes: (1) The amount comprised the three-month factoring loan to this related party with 6.96% annualized interest rate, accounts receivable generated from the express delivery service provided by the Company and other receivables generated from the property leasing service provided by the Company. The balance of loan was RMB 12,500 and RMB 33,040 as of December 31, 2022 and 2023, respectively. (2) The amount comprised the three-to-nine-month factoring loan to this related party and its subsidiaries with 6.96% annualized interest rate and other receivables generated from the property leasing service provided by the Company. The balance of loan was RMB 109,980 and RMB 66,860 as of December 31, 2022 and 2023, respectively. (3) The amount comprised a loan to this related party with 5.0% annualized interest rate for a term of 36 months from December 4, 2023 to December 3, 2026. This loan is an extension of the original three-year loan with 7.2% annualized interest rate. Mr. Jilei Wang, the Director of the Company, is the guarantor of this extended loan. The balance of principal was RMB 500,000 as of December 31, 2022 and 2023 and interest receivable was RMB 75,000 and RMB 2,083 as of December 31, 2022 and 2023, respectively. (4) The amount comprised a three-year loan to this related party with 7.2% annualized interest rate. The balance of principal was RMB 70,000 as of December 31, 2022 and 2023. Trade related amounts due from related parties are normally settled within one year. |
Commitments and Contingencies C
Commitments and Contingencies Capital commitments | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Capital commitments | |
Commitments and Contingencies Capital commitments | 18. Commitments and Contingencies Capital commitments The Company’s capital commitments primarily relate to commitments on construction of office building, sorting hubs and warehouse facilities. Total capital commitments contracted but not yet reflected in the consolidated financial statements amounted to RMB5,201,385 and RMB4,593,606 as of December 31, 2022, and 2023, respectively. All of these capital commitments will be fulfilled in the following years based on the construction progress. Investment commitments The Company is committed to make further capital injection into certain investments in equity investees. Such investment commitment amounted to approximately RMB25,610 and RMB20,200 as of December 31, 2022 and 2023, respectively. Contingencies The Company is subject to periodic legal or administrative proceedings in the ordinary course of business. The Company does not believe that any currently pending legal or administrative proceeding to which the Company is a party will have a material effect on its business or financial condition. The Company has not made adequate contributions to employee benefit plans, as required by applicable PRC laws and regulations, but the Company has recorded accruals for the estimated underpaid amounts in the consolidated financial statements. However, the Company has not made any accruals for the interest on underpayments and penalties that may be imposed by the relevant PRC government authorities in the consolidated financial statements as the Company believes it would be unlikely that the relevant PRC government authorities will impose any significant interests or penalties. |
Repurchase of Ordinary Shares
Repurchase of Ordinary Shares | 12 Months Ended |
Dec. 31, 2023 | |
Repurchase of Ordinary Shares | |
Repurchase of Ordinary Shares | 19. Repurchase of Ordinary Shares The board of directors has approved its share repurchase program in November 2018 and made subsequent modifications. On March 31, 2021, the board of directors approved changes to the share repurchase program, increasing the aggregate value of shares that may be repurchased from US$500 million to US$1 billion and extending the effective time by two years through June 30, 2023. The Company funded the repurchases out of its existing cash balance. As of December 31, 2021, the Company purchased an aggregate of 36,074,242 ADSs at an average purchase price of US$25.21, including repurchase commissions, which had been fully paid as of December 31, 2021. On November 17, 2022, the board of directors approved further changes to the share repurchase program, increasing the aggregate value of shares that may be repurchased from US$1 billion to US$1.5 billion and extending the effective time by one year through June 30, 2024. The Company funded the repurchases out of its existing cash balance. As of December 31, 2023, the Company purchased an aggregate of 42,501,325 ADSs at an average purchase price of US$25.01, including repurchase commissions, which had been fully paid as of December 31, 2023. |
Dividends
Dividends | 12 Months Ended |
Dec. 31, 2023 | |
Dividends. | |
Dividends | 20. Dividends On March 16, 2021, a dividend in respect of the year ended December 31, 2020 of US$0.25 per ordinary share, in an aggregate amount of US$206,782 (RMB1,345,157), had been approved by the board of directors of the Company. On March 15, 2022, a dividend in respect of the year ended December 31, 2021 of US$0.25 per ordinary share, in an aggregate amount of US$202,433 (RMB1,289,418), had been approved by the board of directors of the Company. On March 14, 2023, a dividend in respect of the year ended December 31, 2022 of US$0.37 per ordinary share, in an aggregate amount of US$299,319 (RMB2,055,723), had been approved by the board of directors of the Company. For the years ended December 31, 2021, 2022 and 2023, dividends of US$212,467 (RMB1,353,969), US$191,847 (RMB1,323,205) and US$291,907 (RMB2,072,509) were paid to shareholders of record as of designated record dates. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2023 | |
Employee Benefit Plans | |
Employee Benefit Plans | 21. Employee Benefit Plans The Company’s PRC subsidiaries are required by law to contribute a certain percentage of applicable salaries for retirement benefits, medical insurance, unemployment insurance, work-related injury insurance, maternity insurance, and housing provident fund for full time employees. The Company contributed RMB379,168, RMB403,621 and RMB444,719 for the years ended December 31, 2021, 2022 and 2023, respectively, for such benefits and has no legal obligation for the benefits beyond the contribution made. The PRC government is responsible for the medical benefits and ultimate liability to those employees. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Information | |
Segment Information | 22. Segment Information The Company's Chief Executive Officer, who has been identified as the chief operating decision maker ("CODM"), reviews the consolidated results when making decisions about allocating resources and assessing performance of the Company as a whole and hence, the Company has only one reportable segment. Substantially all of the Company’s revenues for the years ended December 31, 2021, 2022 and 2023 were generated from the PRC. As of December 31, 2022 and 2023, the majority of the long-lived assets of the Company are located in the PRC, and therefore no geographical segments are presented. |
Restricted Net Assets
Restricted Net Assets | 12 Months Ended |
Dec. 31, 2023 | |
Restricted Net Assets | |
Restricted Net Assets | 23. Restricted Net Assets Pursuant to the laws applicable to the PRC’s Foreign Investment Enterprises and local enterprises, the Company’s entities in the PRC must make appropriation from after-tax profit to non-distributable reserve funds as determined by the Board of Directors of the Company. The PRC laws and regulations permit payments of dividends by the Company’s subsidiaries and VIE incorporated in the PRC only out of their retained earnings, if any, as determined in accordance with the PRC accounting standards and regulations. In addition, the Company’s subsidiaries and VIE incorporated in the PRC are required to annually appropriate 10% of their net income to the statutory reserve prior to payment of any dividends, unless such reserve has reached 50% of their respective registered capital. In addition, registered share capital and capital reserve accounts are also restricted from withdrawal in the PRC, up to the amount of net assets held in each subsidiary and VIE. The appropriation to these statutory reserves by the Company’s PRC entities were nil, 78,326 and 8,952 for the years ended December 31, 2021, 2022 and 2023, respectively. The accumulated statutory reserves as of December 31, 2022 and 2023 were RMB1,072,262 and RMB1,081,214, respectively. 23. Restricted Net Assets (Continued) As a result of these PRC laws and regulations and the requirement that distributions by the PRC entities can only be paid out of distributable profits computed in accordance with PRC GAAP, the PRC entities are restricted from transferring a portion of their net assets to the Company. Amounts restricted include paid-in capital, additional paid-in capital and the statutory reserves of the Company’s PRC subsidiaries and VIE. As of December 31, 2023, the aggregate amount of capital and statutory reserves restricted which represented the amount of net assets of the relevant subsidiaries and VIE in the Company not available for distribution was RMB32,867,325. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events. | |
Subsequent Events | 24. Subsequent Events On March 22, 2024, the Company granted 743,366 restricted share units to certain director, executive officers and employees pursuant to the 2016 Share Incentive Plan. In addition, the Company granted ordinary share units representing 1,205,483 Class A ordinary shares through its employee shareholding platform to certain executive officers and employees at nil subscription consideration. These grants vested immediately upon grant. On March 22, 2024, the Company granted share options representing 916,200 Class A ordinary shares to certain director, executive officers and employees pursuant to the 2024 Share Incentive Plan. The exercise price is US $21.88 . The options will be vested 33% , 33% and 34% on each of three anniversary dates from the grant date, respectively. On March 19, 2024, the board of directors approved a final dividend of US$ 0.62 per ADS and ordinary share for 2023 to the shareholders of record as of the close of business on April 10, 2024. |
FINANCIAL STATEMENTS SCHEDULE I
FINANCIAL STATEMENTS SCHEDULE I | 12 Months Ended |
Dec. 31, 2023 | |
FINANCIAL STATEMENTS SCHEDULE I | |
FINANCIAL STATEMENTS SCHEDULE I | FINANCIAL STATEMENTS SCHEDULE I ZTO EXPRESS (CAYMAN) INC. FINANCIAL INFORMATION OF PARENT COMPANY CONDENSED BALANCE SHEETS (Amounts in thousands, except for share and per share data) As of December 31, 2022 2023 RMB RMB US$ (Note 2) ASSETS Cash and cash equivalents 70,937 8,881 1,251 Short-term investment 2,487,775 1,020,094 143,677 Investments in equity investees including subsidiaries and VIE, and amounts due from subsidiaries and VIE 58,323,580 65,804,572 9,268,380 Long-term investment — 69,629 9,807 TOTAL ASSETS 60,882,292 66,903,176 9,423,115 LIABILITIES AND EQUITY Dividends payable 1,497 1,548 218 Other current liability 63,273 70,333 9,906 Convertible senior notes 6,788,971 7,029,550 990,091 Total liabilities 6,853,741 7,101,431 1,000,215 Shareholders’ equity: Ordinary shares (US$0.0001 par value; 10,000,000,000 shares Authorized; 826,943,309 shares issued and 809,247,109 shares outstanding as of December 31, 2022; 535 525 74 Additional paid-in capital 26,717,727 24,201,745 3,408,744 Treasury shares, at cost (11,671,525 and 3,000,000 shares as of December 31, 2022 and 2023, respectively) (2,062,530) (510,986) (71,971) Retained earnings 29,459,491 36,301,185 5,112,915 Accumulated other comprehensive loss (86,672) (190,724) (26,862) Total shareholders’ equity 54,028,551 59,801,745 8,422,900 TOTAL LIABILITIES AND EQUITY 60,882,292 66,903,176 9,423,115 FINANCIAL STATEMENTS SCHEDULE I ZTO EXPRESS (CAYMAN) INC. FINANCIAL INFORMATION OF PARENT COMPANY CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (Amounts in thousands, except for share and per share data) Year ended December 31, 2021 2022 2023 RMB RMB RMB US$ (Note 2) Operating expenses: General and administrative (251,146) (197,209) (260,613) (36,707) Other operating income, net 54,620 59,881 52,968 7,460 Total operating expenses (196,526) (137,328) (207,645) (29,247) Interest income 72,987 22,927 79,737 11,231 Interest expense (2,206) (64,412) (162,326) (22,863) Loss from operations (125,745) (178,813) (290,234) (40,879) (Loss)/gain from fair value change at financial instruments (40,916) 15,995 58,682 8,265 Loss before income tax and share of profit in subsidiaries, VIE and equity method investments (166,661) (162,818) (231,552) (32,614) Income tax expense (23,101) (19,987) (26,270) (3,700) Share of profit in subsidiaries, VIE and equity method investments 4,944,589 6,991,861 9,006,826 1,268,586 Net income attributable to ZTO Express (Cayman) Inc. 4,754,827 6,809,056 8,749,004 1,232,272 Net income attributable to ordinary shareholders 4,754,827 6,809,056 8,749,004 1,232,272 Other comprehensive income/(loss), net of tax of nil Foreign currency translation adjustment (146,533) 155,432 (104,052) (14,655) Comprehensive income 4,608,294 6,964,488 8,644,952 1,217,617 FINANCIAL STATEMENTS SCHEDULE I ZTO EXPRESS (CAYMAN) INC. FINANCIAL INFORMATION OF PARENT COMPANY CONDENSED STATEMENTS OF CASH FLOWS (Amounts in thousands, except for share and per share data) Year ended December 31, 2021 2022 2023 RMB RMB RMB US$ (Note 2) Cash flows from operating activities: Net income 4,754,827 6,809,056 8,749,004 1,232,272 Adjustments to reconcile net income to net cash used by operating activities Share-based compensation 248,027 178,980 254,976 35,913 Fair value change at financial instruments 40,916 (15,995) (58,682) (8,265) Share of profit in subsidiaries and VIE (4,944,589) (6,991,861) (9,006,826) (1,268,586) Changes in operating assets and liabilities: Prepayments and other current assets 13,013 — — — Other current liabilities (23,318) 35,458 87,973 12,393 Net cash provided by operating activities 88,876 15,638 26,445 3,727 Cash flows from investing activities: Payment and collection of loans to and investments in subsidiaries, VIE and equity investees (1,249,655) (2,580,373) 1,561,076 219,873 Purchases of short-term investment (8,268,243) (4,171,949) (6,188,527) (871,636) Maturity of short-term investment 10,552,118 1,840,751 7,723,557 1,087,840 Purchases of long-term investment — — (69,101) (9,733) Maturity of long-term investment 645,110 — — — Net cash provided by /(used in) investing activities 1,679,330 (4,911,571) 3,027,005 426,344 Cash flows from financing activities: Payment of issuance cost (887) (228) — — Payment of dividends (1,353,969) (1,323,205) (2,072,509) (291,907) Proceeds from issuance of convertible senior notes, net of issuance cost paid and capped call option — 6,416,762 — — Repurchase of ordinary shares (3,810,586) (84,547) (1,006,451) (141,756) Proceeds from short-term borrowing 647,386 655,520 1,362,060 191,842 Repayment of short-term borrowing — (1,442,104) (1,379,140) (194,248) Net cash (used in)/provided by financing activities (4,518,056) 4,222,198 (3,096,040) (436,069) Effect of exchange rate changes on cash, cash equivalents (72,740) 123,638 (19,466) (2,742) Net change in cash, cash equivalents (2,822,590) (550,097) (62,056) (8,740) Cash, cash equivalents, beginning of year 3,443,624 621,034 70,937 9,991 Cash, cash equivalents, end of year 621,034 70,937 8,881 1,251 Year ended December 31, 2021 2022 2023 RMB RMB RMB US$ (Note 2) Supplemental disclosure on non-cash information Cash dividends declared in payables 321 730 7 1 FINANCIAL STATEMENTS SCHEDULE I ZTO EXPRESS (CAYMAN) INC. FINANCIAL INFORMATION OF PARENT COMPANY NOTES TO SCHEDULE I 1) 2) 3) 4) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
Basis of presentation | (a) Basis of presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Principles of consolidation | (b) Principles of consolidation The consolidated financial statements include the financial statements of ZTO, its subsidiaries and VIE. All intercompany transactions and balances have been eliminated on consolidation. The Company evaluates the need to consolidate its VIE of which the Company is the primary beneficiary. In determining whether the Company is the primary beneficiary, the Company considers if the Company (1) has power to direct the activities that most significantly affects the economic performance of the VIE, and (2) The obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. If deemed the primary beneficiary, the Company consolidates the VIE. Consolidation of Variable Interest Entity Applicable PRC laws and regulations currently limit foreign ownership of companies that provide delivery services in the PRC. The Company is deemed a foreign legal person under PRC laws and accordingly subsidiaries owned by the Company are ineligible to engage in provisions of delivery services. To provide the Company effective control over its variable interest entity, ZTO Express Co., Ltd. (“ZTO Express”) and receive substantially all of the economic benefits of ZTO Express, the Company’s wholly owned subsidiary, Shanghai Zhongtongji Network Technology Ltd. (“WFOE”) entered into a series of contractual arrangements, described below, with ZTO Express and its individual shareholders. The agreements that provide the Company effective control over the VIE include: Voting Rights Proxy Agreements & Irrevocable Powers of Attorney Under which each shareholder of ZTO Express has executed a power of attorney to grant WFOE the power of attorney to act on his or her behalf on all matters pertaining ZTO Express and to exercise all of his or her rights as a shareholder of ZTO Express, including but not limited to convening, attending and voting at shareholders' meetings, designating and appointing directors and senior management members. The voting rights proxy agreement will remain in force for an unlimited term, unless all the parties to the agreement mutually agree to terminate the agreement in writing. Exclusive Call Option Agreements Under which the shareholders of ZTO Express granted WFOE or its designated representative(s) an irrevocable and exclusive option to purchase their equity interests in ZTO Express when and to the extent permitted by PRC law. WFOE or its designated representative(s) has sole discretion as to when to exercise such options, either in part or in full. Without WFOE’s written consent, the shareholders of ZTO Express shall not transfer, donate, pledge, or otherwise dispose any equity interests of ZTO Express in any way. The acquisition price for the shares or assets will be the minimum amount of consideration permitted under the PRC law at the time when the option is exercised. The exclusive call option agreement will remain effective until all equity interests in ZTO Express and all assets of ZTO Express are transferred or assigned to WFOE or its designated entity or person. Equity Pledge Agreements Under which the shareholders of ZTO Express pledged all of their equity interests in ZTO Express to WFOE as collateral to secure their obligations under the VIE contractual arrangements. If the shareholders of ZTO Express or ZTO Express breach their respective contractual obligations, WFOE, as pledgee, will be entitled to certain rights, including the right to dispose the pledged equity interests. Pursuant to the agreements, the shareholders of ZTO Express shall not transfer, assign or otherwise create any new encumbrance on their respective equity interest in ZTO Express without prior written consent of WFOE. The equity pledge agreements will remain effective until ZTO Express and its shareholders have completed all of their obligations under the VIE contractual arrangements or discharged all of their obligations under the contractual arrangements. The agreement that transfers economic benefits to the Company is: Exclusive Consulting and Services Agreement Under which ZTO Express engages WFOE as its exclusive technical and operational consultant and under which WFOE agrees to assist in business development and related services necessary to conduct ZTO Express's operational activities. ZTO Express shall not seek or accept similar services from other providers without the prior written approval of WFOE. ZTO Express agrees to pay WFOE an annual service fee, at an amount equal to 100% of the net income of ZTO Express. This agreement will remain effective for an unlimited term, unless WFOE and ZTO Express mutually agree to terminate the agreement in writing, or the agreement is required to be terminated by applicable PRC law. Under the above agreements, the shareholders of ZTO Express irrevocably granted WFOE the power to exercise all voting rights to which they were entitled. In addition, WFOE has the option to acquire all of the equity interests in ZTO Express, to the extent permitted by the then-effective PRC laws and regulations, for nominal consideration. Finally, WFOE is entitled to receive service fees for services provided to ZTO Express. The Call Option Agreements and Voting Rights Proxy Agreements provide the Company with effective control over the VIE, while the Equity Interest Pledge Agreements secure the obligations of the shareholders of ZTO Express under the relevant agreements. Because the Company, through WFOE, has (i) the power to direct the activities of ZTO Express that most significantly affect the entity’s economic performance and (ii) the right to receive substantially all of the benefits from ZTO Express, the Company is deemed the primary beneficiary of ZTO Express. Accordingly, the Company consolidates the ZTO Express’s financial results of operations, assets and liabilities in the Company’s consolidated financial statements. The Company believes that the contractual arrangements with the VIE are in compliance with the PRC law and are legally enforceable. However, the contractual arrangements are subject to risks and uncertainties, including: ● revoking the business licenses and/or operating licenses of such entities; ● discontinuing or placing restrictions or onerous conditions on the Company’s operation through any transactions between the Company’s PRC subsidiaries and consolidated affiliated entities; ● imposing fines, confiscating the income from PRC subsidiaries or consolidated affiliated entities, or imposing other requirements with which such entities may not be able to comply; ● requiring the Company to restructure its ownership structure or operations, including terminating the contractual arrangements with its variable interest entity and deregistering the equity pledges of its variable interest entity, which in turn would affect the Company’s ability to consolidate, derive economic interests from, or exert effective control over its variable interest entity, or ● restricting or prohibiting the Company’s use of the proceeds from its securities offerings to finance its business and operations in China. ● restricting or prohibiting the Company's future capital raising activities by the China Securities Regulatory Commission. The amounts and balances of ZTO Express and its subsidiaries (the “VIE”) after the elimination of intercompany balances and transactions within the VIE are presented in the following table: As of December 31, 2022 2023 RMB RMB Assets Current assets: Cash and cash equivalents 2,752,475 2,808,795 Restricted cash — 117,324 Accounts receivable, net 621,395 359,207 Financing receivables, net 847,054 955,424 Short-term investment 270,345 548,273 Inventories 28,151 20,405 Advances to suppliers 51,550 82,252 Prepayments and other current assets 1,197,862 2,109,425 Amounts due from related parties (1) 6,580,240 10,579,479 Total current assets 12,349,072 17,580,584 Investments in equity investees 343,692 252,265 Property and equipment, net 5,916,022 5,928,466 Land use rights, net 1,217,531 1,234,585 Operating lease right-of-use assets 706,810 635,647 Goodwill 4,157,111 4,157,111 Deferred tax assets 436,558 300,761 Long-term investment 699,885 500,000 Long-term financing receivables, net 1,128,807 891,191 Other non-current assets 382,449 134,678 TOTAL ASSETS 27,337,937 31,615,288 Liabilities Current liabilities: Short-term bank borrowings 5,394,423 7,365,990 Accounts payable 1,607,764 1,892,652 Advances from customers 1,355,910 1,709,101 Income tax payable 165,973 198,294 Amounts due to related parties 39,770 197,021 Operating lease liabilities, current 216,799 181,275 Other current liabilities 4,908,777 4,430,580 Total current liabilities 13,689,416 15,974,913 Non-current operating lease liabilities 422,629 424,311 Deferred tax liabilities 92,344 81,971 TOTAL LIABILITIES 14,204,389 16,481,195 (1) Included amounts due from other consolidated subsidiaries of RMB6,554,502 and RMB10,556,052 as of December 31, 2022 and 2023, respectively. Year ended December 31, 2021 2022 2023 RMB RMB RMB Total revenue 29,721,135 31,981,790 31,276,014 Net income (1) 1,237,524 2,453,641 2,003,952 Net cash provided by (used in) operating activities (2) 976,290 805,413 (1,261,654) Net cash used in investing activities (877,285) (1,521,688) (536,180) Net cash provided by financing activities 55,212 2,537,808 1,971,478 Net (decrease) increase in cash and cash equivalents 154,217 1,821,533 173,644 Cash and cash equivalents and restricted cash at beginning of year 776,725 930,942 2,752,475 Cash and cash equivalents and restricted cash at end of year 930,942 2,752,475 2,926,119 (1) Included inter-company transportation fees, service fees and rental fees charged by other consolidated subsidiaries of RMB 14,967,293, RMB 14,587,084 and RMB 13,984,286 for the years ended December 31, 2021, 2022 and 2023, respectively. (2) Included inter-company operating cash outflow of RMB15,973,616, RMB20,739,098 and RMB17,985,836 to other consolidated subsidiaries for the years ended December 31, 2021, 2022 and 2023, respectively. After all eliminations of intercompany transactions with other consolidated subsidiaries, the VIE contributed 97.7%, 90.4% and 81.4% of the Company’s consolidated revenues for the years ended December 31, 2021, 2022 and 2023, respectively. As of December 31, 2022 and 2023, the VIE accounted for an aggregate of 26.5% and 35.7%, respectively, of the consolidated assets, and 59.1% and 58.5%, respectively, of the consolidated liabilities. There are no terms in any arrangements, considering both explicit arrangements and implicit variable interests that require the Company to provide financial support to the VIE. However, if the VIE was ever to need financial support, the Company may, at its option and subject to statutory limits and restrictions, provide financial support to its VIE through loans to the shareholders of the VIE or entrustment loans to the VIE. The Company believes that there are no assets held in the consolidated VIE that can be used only to settle obligations of the VIE, except for paid-in capital, additional paid-in capital and statutory reserves. As the consolidated VIE is incorporated as a limited liability company under the PRC Company Law, creditors of the VIE do not have recourse to the general credit of the Company for any of the liabilities of the consolidated VIE. Relevant PRC laws and regulations restrict the VIE from transferring a portion of their net assets, equivalent to the balance of its registered capital and statutory reserves, to the Company in the form of loans and advances or cash dividends. Please refer to Note 23 for disclosure of restricted net assets. |
Use of estimates | (c) Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results may differ from these estimates. The Company bases its estimates on historical experience and other relevant factors. |
Foreign currency translation | (d) Foreign currency translation The Company’s reporting currency is Renminbi (“RMB”). The functional currency of the Company and subsidiaries incorporated outside the mainland China is the United States dollar (“US dollar” or “US$”) or Hong Kong dollar (“HKD”). The functional currency of all the other subsidiaries and the VIE is RMB. Transactions denominated in currencies other than functional currency are translated into functional currency at the exchange rates quoted by authoritative banks prevailing at the dates of the transactions. Foreign currency denominated financial assets and liabilities are re-measured at the balance sheet date exchange rate. Exchange gains and losses resulting from those foreign currency transactions denominated in a currency other than the functional currency are recorded in the consolidated statements of comprehensive income. The financial statements of the Company are translated from the functional currency into RMB. Assets and liabilities denominated in foreign currencies are translated into RMB using the applicable exchange rates at the balance sheet date. Equity accounts other than earnings generated in current period are translated into RMB at the appropriate historical rates. Revenues, expenses, gains and losses are translated into RMB at the average rates of exchange for the year. The resulting foreign currency translation adjustments are recorded in accumulated other comprehensive income as a component of shareholders’ equity. |
Convenience translation | (e) Convenience translation The Company’s business is primarily conducted in the PRC and almost all of the Company’s revenues are denominated in RMB. However, periodic reports made to shareholders will include current period amounts translated into US dollars using the then current exchange rates, solely for the convenience of the readers outside the PRC. Translations of the consolidated balance sheets, consolidated statements of comprehensive income and consolidated statements of cash flows from RMB into US dollars as of and for the year ended December 31, 2023 were calculated at the rate of US$1.00=RMB7.0999, representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on December 29, 2023. No representation was made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2023, or at any other rate. |
Cash and cash equivalents | (f) Cash and cash equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments which are unrestricted as to withdrawal or use, and which have maturities of three months or less when purchased. |
Restricted cash | (g) Restricted cash Restricted cash represents secured deposits held in designated bank accounts for issuance of bank acceptance notes, settlement of derivatives and commencement of construction. |
Accounts receivable, net | (h) Accounts receivable, net Accounts receivable mainly consists of amount due from the Company’s customers, which is recorded net of allowance for credit losses. |
Short-term and long-term investment | (i) Short-term and long-term investment Short-term investment primarily comprises of interest rate swaps, dual currency notes/deposits (“DCN/DCD”), time deposits with maturities between three months and one year, and investments in wealth management products with variable interest rates. Long-term investment comprises of time deposits and investments in wealth management products with maturities more than one year. DCN/DCD and interest rate swaps purchased by the Company to earn interest and manage foreign currency risks are structured products offered by financial institutions with original maturities less than one year and written foreign exchange options embedded. The Company classifies its investments as held-to-maturity securities when the Company expects to receive all the principals and has the positive intent and ability to hold them to maturity. The Company elects the fair value option to record all other investments in accordance with ASC 825 Financial Instruments. The fair values of the investments are measured based on market-based redemption prices which are level 2 inputs provided by the selling banks. Changes in fair value of the investments are recorded as gain or loss from fair value changes of financial instruments in the consolidated statements of comprehensive income. RMB900,000 and RMB1,300,000 of short-term and long-term investments were used as collaterals to issue bank acceptance draft as of December 31, 2022 and 2023, respectively. The Company utilized a forward-looking CECL model to assess the credit loss of financial instruments measured at amortized cost. Based upon the Company’s assessment of various factors, including historical experience, credit quality of the related financial institutions, and other factors that may affect its ability to collect the short-term and long-term investment, the Company determined there were no credit losses for the years ended December 31, 2021, 2022 and 2023. The Company recorded interest income from the held-to maturity investments of RMB212,713, RMB209,061 and RMB399,689, and gain from fair value changes of investments carried at fair value of RMB40,076, RMB70,437 and RMB186,914 in the consolidated statements of comprehensive income for the years ended December 31, 2021, 2022, and 2023, respectively. |
Foreign exchange options and forward contracts | (j) Foreign exchange options and forward contracts The Company entered into certain foreign exchange options and forward contracts to protect against volatility of future cash flows caused by the changes in foreign exchange rates. The foreign exchange options and forward contracts are accounted for as derivatives and measured at fair value at each period end. The fair values of foreign exchange options and forward contracts are measured based on market-based redemption prices which are level 2 inputs provided by the bank that sells such foreign exchange options and forward contracts. The changes in fair value are recognized as gain or loss in the consolidated statements of comprehensive income. Depending on the terms of the specific derivative instruments and market conditions, the Company’s derivative instruments may be reflected as assets or liabilities at any particular point in time and recorded within prepayments and other current assets or other current liabilities on the consolidated balance sheets. The Company recorded a net gain of RMB12,833, a net loss of RMB24,191 and a net loss of RMB22,397 from fair value changes related to foreign exchange options and forward contracts in the consolidated statements of comprehensive income for the year ended December 31,2021, 2022 and 2023, respectively. |
Fair value | (k) Fair value Fair value is considered to be the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. Authoritative literature provides a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows: Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The short-term financial instruments, which consist of cash and cash equivalents, restricted cash, accounts receivable, financing receivable, time deposits and wealth management products recorded in short-term investments, amounts due from related parties, other current assets, accounts payable, amounts due to related parties, short-term bank borrowings, notes payable and other current liabilities, except for the financial instruments measured at fair value and presented in the following table, are recorded at costs less credit loss allowance when applicable, which approximate their fair values due to the short-term nature of these financial instruments. The carrying values of non-current restricted cash, long-term financing receivables and long-term investment approximate their fair values as their interest rates are comparable to the prevailing interest rates in the market. The Company measures at fair value its financial assets and liabilities by using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. As of December 31, 2022 and 2023, wealth management products, DCN/DCD, interest rate swap and derivative instruments are measured and recorded at fair value initially and on a recurring basis in periods subsequent to their initial recognition and are as follows: As of December 31, Significant Other Observable Inputs (Level 2) 2022 2023 RMB RMB Short-term investments DCN/DCD and interest rate swap 835,896 299,106 Wealth management products 4,077,716 3,279,813 Long-term investments Wealth management products 1,653,276 69,629 Derivative liabilities recorded within other current liabilities Foreign exchange option contracts 31,155 44,521 Foreign exchange forward contracts 1,754 13,967 The Company measures an equity method investment at fair value on a nonrecurring basis when it is deemed to be impaired. The fair value of the investment is determined based on valuation techniques using the best information available, which may include future performance projections, discount rate and other assumptions that are significant to the measurements of fair value. An impairment charge to the investment is recorded when the carrying amount of the investment exceeds its fair value and this condition is determined to be other-than-temporary.The impairment of equity method investments was nil, RMB4,559 and nil during the years ended December 31, 2021, 2022 and 2023, respectively. The carrying values of the Company’s equity investments without readily determinable fair values are measured at cost, less any impairment, plus and minus changes resulting from observable price changes in orderly transactions for identical or similar investments. The Company recognized impairment losses of nil, RMB21,769 and nil related to equity investments without readily determinable fair values for the years ended December 31, 2021, 2022 and 2023, respectively (Note 8). Certain non-financial assets are measured at fair value on a nonrecurring basis, including property, plant, and equipment, right-of-use assets, goodwill and intangible assets and they are recorded at fair value only when impairment is recognized by applying unobservable inputs such as forecasted financial performance, discount rate, and other significant assumptions to the discounted cash flow valuation methodology. |
Financing receivables, net | (l) Financing receivables, net The Company provides financial services to its network partners with credit terms generally ranging from three months to three years. The balances reported in the consolidated balance sheets were at the outstanding principal amount less allowance of credit losses. The accrued interest receivables are also included in financing receivables as of the balance sheet date. The Company developed a forward looking CECL model based on the conditions of collaterals and guarantees for financing receivables, historical experiences, credit quality of the borrowers, current economic conditions and the borrowers’ operating results, forecasts of future economic conditions, and other factors that may affect its ability to collect from the borrowers. RMB58,768 and RMB93,185 of allowance of credit losses relating to short-term financing receivables, and RMB40,340 and RMB56,863 relating to long-term financing receivables were recorded as of December 31, 2022 and 2023, respectively. The expected credit loss recognized for financing receivables was RMB19,703, RMB35,515 and RMB50,940 for the years ended December 31, 2021, 2022 and 2023, respectively. Interest income generated from the financing receivables was recorded as revenue in the amounts of RMB183,709, RMB168,395, and RMB146,096 for the years ended December 31, 2021, 2022 and 2023, respectively. |
Property and equipment, net | (m) Property and equipment, net Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the following estimated useful lives: Leasehold improvements Lesser of lease term or estimated useful life of 3 years Furniture, office and electric equipment 3 to 5 years Machinery and equipment 10 years Vehicles 5-10 years Buildings 20 years |
Intangible assets | (n) Intangible assets Intangible assets include customer relationship acquired in a business combination which are recognized initially at fair value at the date of acquisition and are carried at cost less accumulated amortization. Amortization of customer relationship is computed using the straight-line method over 10 years. The useful life of customer relationship was estimated to be 10 years based on the nature of the customer base and average attrition rate. |
Investments in equity investees | (o) Investments in equity investees Investments in equity investees of the Company are comprised of investments in privately-held companies. The Company uses the equity method to account for an equity investment over which it has significant influence but does not own a majority equity interest or otherwise control. The Company records equity method adjustments in share of profits and losses. Equity method adjustments include the Company’s proportionate share of investee income or loss, impairments, and other adjustments required by the equity method. Dividends received are recorded as a reduction of carrying amount of the investment. Cumulative distributions that do not exceed the Company’s cumulative equity in earnings of the investee are considered as a return on investment and classified as cash inflows from operating activities. Cumulative distributions in excess of the Company’s cumulative equity in the investee’s earnings are considered as a return of investment and classified as cash inflows from investing activities. The Company continually reviews equity method investments to determine whether a decline in fair value to below the carrying value is other-than-temporary. The primary factors the Company considers in determination are the duration and severity of the decline in fair value; the financial condition, operating performance and the prospects of the equity investee; and other company specific information such as recent rounds of financing. If the decline in fair value is deemed to be other-than-temporary, the carrying value of the equity investment is written down to fair value. The Company’s equity investments without readily determinable fair values, which do not qualify for net asset value (“NAV”) practical expedient and over which the Company does not have the ability to exercise significant influence through the investments in common stock or in substance common stock, are accounted for under the measurement alternative in accordance with Accounting Standards Update (“ASU”) 2016-01 “Recognition and Measurement of Financial Assets and Liabilities” (the “Measurement Alternative”). Under the Measurement Alternative, the carrying value is measured at cost, less any impairment, plus and minus changes resulting from observable price changes in orderly transactions for identical or similar investments. |
Impairment of long-lived assets | (p) Impairment of long-lived assets The Company evaluates the recoverability of long-lived assets with determinable useful lives whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. Impairment exists when the sum of the expected future net cash flows is less than the carrying value of the asset being evaluated. Impairment loss is calculated as the amount by which the carrying value of the asset exceeds its fair value. Fair value is estimated based on various valuation techniques and significant assumptions such as future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and may differ from actual results. The Company recognizes such asset at the lower of carrying value or fair market value less costs to sell, as estimated based on comparable asset sales, offers received, or a discounted cash flow model. The Company recorded impairment charges of nil, nil and RMB76,616, related to property and equipment that were expected to be disposed of before the end of their estimated useful lives for the years ended December 31, 2021, 2022 and 2023, respectively. Impairment losses are recorded in other operating income, net in the consolidated statements of comprehensive income. |
Goodwill | (q) Goodwill Goodwill is recognized for the excess of the purchase price over the fair value of net assets of business acquired. Several factors give rise to goodwill in the Company’s acquisitions, such as the expected benefit from synergies of the combination and the existing workforce of the acquired businesses. Unless circumstances otherwise indicate, goodwill is reviewed annually at December 31 for impairment. In evaluation of goodwill impairment, the Company performs a qualitative assessment to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Based on the qualitative assessment, if it is more likely than not that the fair value is less than the carrying amount, the Company performs a quantitative assessment to identify goodwill impairment and measure the amount of a goodwill impairment loss to be recognized. The impairment test is performed as of year-end or if events or circumstances changes indicate that it is more likely than not that goodwill is impaired. The Company had two reporting units, the express delivery business and the freight forwarding business, for purposes of allocating and testing goodwill for the years ended December 31, 2021, 2022 and 2023. The Company conducted qualitative assessment to determine whether it is necessary to perform a quantitative goodwill impairment test. In assessing the qualitative factors, the Company considered the impact of key factors such as changes in the general economic conditions including the impact of COVID-19, changes in industry and competitive environment, stock price, actual revenue performance compared to previous years, and cash flow projection. Based on the results of the qualitative assessment completed as of December 31, 2021, 2022 and 2023,the Company determined it was not more likely than not that the fair value of each reporting unit was less than its carrying amount. Therefore, no quantitative assessment was performed and no impairment charge was recognized for the years ended December 31, 2021, 2022 and 2023. |
Share-based compensation | (r) Share-based compensation The Company grants share options, ordinary share units and restricted share units to eligible employees, management and directors and accounts for these share-based awards in accordance with ASC 718 Compensation—Stock Compensation. Employees’ share-based awards are measured at the grant date fair value of the awards and recognized as expenses a) immediately at grant date if no vesting conditions are required; or b) over the requisite service period, which is the vesting period, net of forfeitures. The Company elects to recognize forfeitures when they occur. When there is a modification of the terms and conditions of an award, the Company measures the pre-modification and post-modification fair value of the share-based awards as of the modification date and recognizes the incremental value and the remaining unrecognized compensation expenses as compensation cost over the remaining service period. The fair values of share option, ordinary share units and restricted share units are determined based on the closing market price of the underlying shares on the grant date. |
Treasury shares | (s) Treasury shares Treasury shares represent ordinary shares repurchased by the Company that are no longer outstanding and are held by the Company. The repurchase of ordinary shares is accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. When treasury stock is retired, treasury stock is reduced by the cost of such stock on the first-in, first-out basis and an excess of repurchase price over par or stated value is allocated between additional paid-in capital and retained earnings. |
Revenue recognition | (t) Revenue recognition The Company derives revenues from its express delivery services primarily provided to its network partners, including parcel sorting and line-haul transportation, as well as direct express delivery services provided to certain enterprise customers, including vertical e-commerce and traditional merchants, on a much smaller scale, in connection with the delivery of their products to end consumers. The Company also provides freight forwarding services to its customers. Revenues generated from express delivery services and freight forwarding services are recognized over time as the Company performs the services. Revenues also include sales of accessories, such as portable barcode readers and ZTO-branded packing supplies and apparels. Revenues are recognized when control of the product is transferred to the customer and in an amount the Company expects to earn in exchange for the product. Disaggregation of revenue Year Ended December 31, 2021 2022 2023 RMB % RMB % RMB US$ % Express delivery services 27,450,922 90.3 32,575,698 92.1 35,488,060 4,998,389 92.4 Freight forwarding services 1,529,601 5.0 1,212,677 3.4 906,802 127,720 2.4 Sale of accessories 1,231,283 4.0 1,384,674 3.9 1,876,624 264,317 4.9 Others 194,033 0.7 203,947 0.6 147,429 20,765 0.3 Total revenues 30,405,839 100.0 35,376,996 100 38,418,915 5,411,191 100.0 Performance obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the basis of revenue recognition in accordance with U.S. GAAP. The customer generally contracts with the Company for distinct services. Substantially all of the Company’s service contracts include only one performance obligation, e.g. the express delivery or freight forwarding services. Satisfaction of performance obligations The Company generally recognizes revenue over time as the Company performs the services stipulated in the contract because of the continuous transfer of control to the customer. The customers receive the benefit of the services as the goods are transported from one location to another. That is, if the Company was unable to complete the delivery, the service that was already performed by the Company would not need to be reperformed. As such, revenue is recognized based on the extent of progress towards completion of the performance obligation. It normally takes one to seven days for the Company to complete the performance obligation. Variable consideration The Company provides customers with certain volume-based incentives in relation to express delivery services, which represent variable considerations and are recorded as reductions to the related revenue. The Company estimates the variable considerations in the most likely amounts it expects to earn. As the incentives are generally determined on a monthly basis, the uncertainty in estimating the variable considerations to be recorded is very limited. Principal vs. agent considerations In its express delivery services provided to pickup outlets, the Company utilizes delivery outlets operated by its network partners to perform the dispatching services. The Company only fulfills parcel sorting and line-haul transportation services. U.S. GAAP requires the Company to use a control-model approach to evaluate whether the Company performs services directly to the customers (as a principal) or arranges for services to be provided by another party (as an agent). Based on an evaluation of the control model, the Company has determined that it acts as a principal in providing sorting and line haul transportation services to the pickup outlets as the Company is primarily responsible for the delivery of parcels between sorting hubs and has the ability to control the related services. The Company acts as an agent for dispatching services as it arranges for such services to be provided by the delivery outlets. Therefore, the revenue is recorded net of the dispatching fees paid to the delivery outlets. The Company also provides express delivery services to certain enterprise customers. According to the contracts with the enterprise customers, the Company is primarily responsible for and has control over the entire delivery process including the dispatching services. Therefore, the Company has determined that it acts as a principal for all the express delivery services provided to enterprise customers and accordingly, has recorded revenue on a gross basis, including the dispatching fees paid to the delivery outlets. Contract assets and liabilities Contract assets include billed and unbilled receivables resulting from in-transit parcels, which were recorded in accounts receivable and not material as of December 31, 2022 and 2023. Contract liabilities consist of advance payments, which were recorded in advances from customers and not material as of December 31, 2022 and 2023. Practical expedients and exemptions The Company elects not to disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less (ii) contracts for which the Company recognizes revenues at the amount which it has the right to invoice for services performed and (iii) contracts with variable consideration related to wholly unsatisfied performance obligations. |
Cost of revenues | (u) Cost of revenues Cost of revenues mainly consists of the following: ● line-haul transportation costs, including payments to outsourced transportation companies, as well as costs associated with the Company’s own transportation infrastructure, including labor costs of truck drivers, depreciation of self-owned trucks, airfare cost, fuel cost, and road toll, ● operating costs for the ZTO delivery IT platform, ● cost of hub operations, such as operators’ labor costs and depreciation and lease costs, ● cost of accessories including portable barcode readers, thermal papers and packaging materials, and ● cost of freight forwarding services, including cost of line-haul transportation and cargo handling costs. |
Income taxes | (v) Income taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements. Net operating losses are carried forward by applying enacted statutory tax rates applicable to future years when the reported amounts of the asset or liability are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, based upon the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position. |
Comprehensive income | (w) Comprehensive income Comprehensive income is defined to include all changes in equity from transactions and other events and circumstances excluding transactions resulting from investments by shareholders and distributions to shareholders. For the years presented, the Company’s comprehensive income includes net income and foreign currency translation adjustments and is presented in the consolidated statements of comprehensive income. |
Leased assets | (x) Leased assets As a lessee The Company leases office space, sorting hubs and warehouse facilities in different cities in the PRC under operating leases. Under ASU No. 2016-02 “Leases” (ASC 842), the Company determines whether an arrangement constitutes a lease and records lease liabilities and right-of-use (“ROU”) assets on its consolidated balance sheets at the lease commencement. The Company measures the operating lease liabilities at the commencement date based on the present value of remaining lease payments over the lease term, which was computed using the Company’s incremental borrowing rate, an estimated rate the Company would be required to pay for a collateralized borrowing equal to the total lease payments over the lease term. The Company measures the operating lease ROU assets based on the corresponding lease liability adjusted for payments made to the lessor at or before the commencement date, and initial direct costs it incurs under the lease. The Company begins recognizing operating lease expense based on lease payments on a straight-line basis over the lease term when the lessor makes the underlying asset available to the Company. After considering the factors that create an economic incentive, the Company does not include renewal option periods in the lease term for which it is not reasonably certain to exercise. The carrying amount of lease liabilities is remeasured if there is a modification, e.g. a change in the lease term or a change in the in-substance fixed lease payments. The Company determines its land use right agreements contain operating leases of land under ASC 842. However, this determination does not result in any changes to the accounting for land use rights as the cost for land use rights are fully prepaid and no liabilities would be recorded. As a lessor The Company’s lessor arrangements include operating leases of land and buildings to its network partners. The Company recognizes the underlying assets and records the lease payments as income over the lease term on a straight-line basis. |
Concentration of credit risk | (y) Concentration of credit risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable, financing receivables, short-term investment, advances to suppliers, prepayments and other current assets, long-term investment and long-term financing receivables. The Company places its cash and cash equivalents, short-term investment and long-term investment with reputable financial institutions. Accounts receivable primarily comprise amounts receivable from enterprise customers. Financing receivables primarily comprise financing receivables from network partners. The Company performs on-going credit evaluations of the financial condition of its counter parties and establishes an allowance for credit losses estimated based on factors surrounding the credit risk of specific entities and other relevant information. The allowance amounts were immaterial for all the periods presented. |
Earnings per share | (z) Earnings per share Basic earnings per share are computed by dividing income attributable to holders of ordinary shares by the weighted average number of ordinary shares outstanding during the years. Diluted earnings per ordinary share reflects the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised or converted into ordinary shares, which consist of the ordinary shares issuable upon the conversion of the convertible senior notes (using the if-converted method). Ordinary share equivalents are excluded from the computation of diluted earnings per ordinary share if their effects would be anti-dilutive. On October 27, 2016, the Company’s shareholders voted in favor of a proposal to adopt a dual-class share structure, pursuant to which the Company’s authorized share capital were reclassified and redesignated into Class A ordinary shares and Class B ordinary shares. Both Class A ordinary shares and Class B ordinary shares are entitled to the same dividend right, as such, this dual class share structure has no impact to the earnings per share calculation. Basic earnings per share and diluted earnings per share are the same for each Class A ordinary shares and Class B ordinary shares. |
Recently Issued Accounting Pronouncement | (aa) Recently Issued Accounting Pronouncement On November 27, 2023, the FASB issued ASU 2023-07 to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The amendments in ASU 2023-07 are effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company does not expect the adoption of this ASU to have a material impact on the consolidated financial statements and related disclosures. On December 14, 2023, the FASB issued ASU 2023-09 to improve its income tax disclosure requirements. Under the ASU, PBEs (public business entities) must annually “(1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate). The ASU’s amendments are effective for PBEs for annual periods beginning after December 15, 2024. For entities other than PBEs, the amendments are effective for annual periods beginning after December 15, 2025. The Company does not expect the adoption of this ASU to have a material impact on the consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of DCN/DCD and derivative instruments measured and recorded at fair value | As of December 31, Significant Other Observable Inputs (Level 2) 2022 2023 RMB RMB Short-term investments DCN/DCD and interest rate swap 835,896 299,106 Wealth management products 4,077,716 3,279,813 Long-term investments Wealth management products 1,653,276 69,629 Derivative liabilities recorded within other current liabilities Foreign exchange option contracts 31,155 44,521 Foreign exchange forward contracts 1,754 13,967 |
Schedule of estimated useful lives for property and equipment | Leasehold improvements Lesser of lease term or estimated useful life of 3 years Furniture, office and electric equipment 3 to 5 years Machinery and equipment 10 years Vehicles 5-10 years Buildings 20 years |
Disaggregation of revenue | Year Ended December 31, 2021 2022 2023 RMB % RMB % RMB US$ % Express delivery services 27,450,922 90.3 32,575,698 92.1 35,488,060 4,998,389 92.4 Freight forwarding services 1,529,601 5.0 1,212,677 3.4 906,802 127,720 2.4 Sale of accessories 1,231,283 4.0 1,384,674 3.9 1,876,624 264,317 4.9 Others 194,033 0.7 203,947 0.6 147,429 20,765 0.3 Total revenues 30,405,839 100.0 35,376,996 100 38,418,915 5,411,191 100.0 |
ZTO Express and its subsidiaries (the "VIE") | |
Schedule of financial statements after elimination of intercompany balances and transactions | As of December 31, 2022 2023 RMB RMB Assets Current assets: Cash and cash equivalents 2,752,475 2,808,795 Restricted cash — 117,324 Accounts receivable, net 621,395 359,207 Financing receivables, net 847,054 955,424 Short-term investment 270,345 548,273 Inventories 28,151 20,405 Advances to suppliers 51,550 82,252 Prepayments and other current assets 1,197,862 2,109,425 Amounts due from related parties (1) 6,580,240 10,579,479 Total current assets 12,349,072 17,580,584 Investments in equity investees 343,692 252,265 Property and equipment, net 5,916,022 5,928,466 Land use rights, net 1,217,531 1,234,585 Operating lease right-of-use assets 706,810 635,647 Goodwill 4,157,111 4,157,111 Deferred tax assets 436,558 300,761 Long-term investment 699,885 500,000 Long-term financing receivables, net 1,128,807 891,191 Other non-current assets 382,449 134,678 TOTAL ASSETS 27,337,937 31,615,288 Liabilities Current liabilities: Short-term bank borrowings 5,394,423 7,365,990 Accounts payable 1,607,764 1,892,652 Advances from customers 1,355,910 1,709,101 Income tax payable 165,973 198,294 Amounts due to related parties 39,770 197,021 Operating lease liabilities, current 216,799 181,275 Other current liabilities 4,908,777 4,430,580 Total current liabilities 13,689,416 15,974,913 Non-current operating lease liabilities 422,629 424,311 Deferred tax liabilities 92,344 81,971 TOTAL LIABILITIES 14,204,389 16,481,195 (1) Included amounts due from other consolidated subsidiaries of RMB6,554,502 and RMB10,556,052 as of December 31, 2022 and 2023, respectively. Year ended December 31, 2021 2022 2023 RMB RMB RMB Total revenue 29,721,135 31,981,790 31,276,014 Net income (1) 1,237,524 2,453,641 2,003,952 Net cash provided by (used in) operating activities (2) 976,290 805,413 (1,261,654) Net cash used in investing activities (877,285) (1,521,688) (536,180) Net cash provided by financing activities 55,212 2,537,808 1,971,478 Net (decrease) increase in cash and cash equivalents 154,217 1,821,533 173,644 Cash and cash equivalents and restricted cash at beginning of year 776,725 930,942 2,752,475 Cash and cash equivalents and restricted cash at end of year 930,942 2,752,475 2,926,119 (1) Included inter-company transportation fees, service fees and rental fees charged by other consolidated subsidiaries of RMB 14,967,293, RMB 14,587,084 and RMB 13,984,286 for the years ended December 31, 2021, 2022 and 2023, respectively. (2) Included inter-company operating cash outflow of RMB15,973,616, RMB20,739,098 and RMB17,985,836 to other consolidated subsidiaries for the years ended December 31, 2021, 2022 and 2023, respectively. |
Prepayments and Other Current_2
Prepayments and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Prepayments and Other Current Assets | |
Schedule of prepayments and other current assets | As of December 31, 2022 2023 RMB RMB Input value added tax (“VAT”) 2,296,167 2,704,180 Prepaid expenses 119,935 102,438 Accrued interest income 199,686 135,096 Deposits 130,731 104,408 Others 399,859 726,255 Total 3,146,378 3,772,377 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment, Net | |
Schedule of property and equipment, net | As of December 31, 2022 2023 RMB RMB Buildings 14,995,857 21,731,960 Machinery and equipment 7,328,207 8,861,939 Leasehold improvements 923,285 1,085,101 Vehicles 6,101,948 5,642,905 Furniture, office and electric equipment 850,836 922,797 Construction in progress 7,372,605 4,929,745 Total 37,572,738 43,174,447 Accumulated depreciation (8,759,534) (10,916,806) Impairment — (76,616) Property and equipment, net 28,813,204 32,181,025 |
Land Use Rights, Net (Tables)
Land Use Rights, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Land Use Rights, Net. | |
Schedule of land use rights are amortized using straight-line method | As of December 31, 2022 2023 RMB RMB Cost 5,922,514 6,244,857 Less: Accumulated amortization (479,563) (607,756) Land use rights, net 5,442,951 5,637,101 |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Operating Leases | |
Schedule of Supplemental information related to leases | As of December 31, As of December 31, 2022 2023 RMB RMB Operating lease right-of-use assets 808,506 672,193 Current operating lease liabilities 229,718 186,253 Non-current operating lease liabilities 510,349 455,879 Total operating lease liabilities 740,067 642,132 Weighted average remaining lease term (in years) 5 5 Weighted average discount rate 4.31 % 4.28 % |
Schedule of Supplemental cash flow information related to leases | Year ended Year ended December 31, December 31, 2022 2023 RMB RMB Cash paid for amounts included in measurement of liabilities: Operating cash flows from operating leases 348,672 294,069 Right-of-use assets obtained in exchange for lease liabilities: Operating leases 291,000 312,574 Right-of-use assets decreased due to lease modifications: Operating leases 44,797 55,391 Right-of-use assets decreased due to disposal of subsidiary: Operating leases — 80,923 |
Schedule of Maturities of lease liabilities | As of As of December 31, 2022 December 31, 2023 RMB RMB Within one year 227,647 207,712 Within a period of more than one year but not more than two years 179,784 148,891 Within a period of more than two years but not more than three years 133,299 116,488 Within a period of more than three years but not more than four years 118,142 66,457 Within a period of more than four years but not more than five years 47,397 52,571 More than five years 125,054 122,757 Total lease commitment 831,323 714,876 Less: Imputed interest 91,256 72,744 Total operating lease liabilities 740,067 642,132 Less: Current operating lease liabilities 229,718 186,253 Long-term operating lease liabilities 510,349 455,879 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill | |
Schedule of changes in carrying amount of goodwill | Express Freight Total Delivery Forwarding Amount RMB RMB RMB Balance at December 31, 2022 and 2023 4,157,111 84,430 4,241,541 |
Investments in equity investe_2
Investments in equity investees (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments in equity investees | |
Schedule of investments in equity investees | As of December 31, 2022 2023 RMB RMB Investments accounted for under equity method: ZTO Supply Chain Management Co., Ltd. (“ZTO LTL”) (1) 152,549 205,827 ZTO Yun Leng Network Technology (Zhejiang) Co., Ltd. (“ZTO YL”) (2) 51,420 35,959 Tonglu Antong Management LLP (“Antong”) (3) 146,051 117,995 Others 220,336 171,476 Total investments accounted for under the equity method 570,356 531,257 Investments accounted for as equity investments without readily determinable fair values: Cai Niao Smart Logistics Network Limited (“Cai Niao”) (4) 1,116,085 1,143,797 Zhejiang Yizhan Network Technology Co., Ltd. (“Cainiao Post”) (4) 1,075,000 1,075,000 Zhijiang New Industries Limited (“ZJ New Industries”) (4) 500,000 — ZTO Supply Chain Management Co., Ltd. (“ZTO LTL”) (1) 578,105 582,526 Others 110,998 122,539 Total investments accounted for equity investments without readily determinable fair values 3,380,188 2,923,862 Total investments in equity investees 3,950,544 3,455,119 (1) ZTO LTL ZTO LTL is engaged in provision of less-than-truckload transportation services in China. The Company obtained significant influence over ZTO LTL through owning 18% equity interest in common stock of ZTO LTL at a total consideration of US$14,017 (RMB99,519), which is accounted for using the equity method. The Company also invested US$83,817 (RMB582,526) in preferred stock of ZTO LTL, which is accounted for under the Measurement Alternative as the underlying preferred shares are not considered in-substance common stock and have no readily determinable fair value. (2) ZTO YL The Company obtained significant influence over ZTO YL through owning 18% equity interest of ZTO YL at a total consideration of RMB90,000, which is accounted for using the equity method. (3) Antong In 2021 and 2022, the Company invested RMB70,000 and RMB49,000 in Tonglu Antong Management LLP, respectively. As a limited partner, the Company has ability to exercise significant influence over operating activities of Antong but doesn’t have controlling financial interest in it. Therefore, the investment is accounted for using the equity method. (4) The Company obtained 1% equity interest of Cai Niao, which provides a platform that connects with a network of logistics providers through a proprietary logistics information system and facilitates the delivery of packages across the PRC. The Company doesn’t have significant influence over the investee, therefore, accounts for the investment as an equity investment without readily determinable fair values. In May 2018, the Company entered into a subscription and contribution agreement with four other leading express delivery companies in the PRC, to obtain 15% equity interest in Cainiao Post, Cai Niao’s network of last-mile delivery stations, in an amount of RMB1,075,000. As of December 31, 2022 and 2023, the Company held 13.75% and 13.75% equity interest in Cainiao Post, respectively. Since the Company doesn’t have significant influence over Cainiao Post, this investment is accounted for as an equity investment without readily determinable fair values. In October 2018, the Company entered into an investment agreement with several investment corporations to establish a new investment company, named ZJ New Industries and obtained 2% equity interest in ZJ New Industries at a total consideration of RMB500,000. For the year ended December 31, 2023, the Company disposed its 2% equity interest in ZJ New Industries at a cash consideration of RMB507,032, resulting in a disposal gain of RMB7,032. The Company recognized impairment losses totaling nil, RMB26,328, and nil related to equity investments for the years ended December 31, 2021, 2022 and 2023, respectively. |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets, Net | |
Schedule of intangible assets, net | As of December 31, 2022 2023 RMB RMB Customer relationships 61,973 61,973 Less: accumulated amortization (32,536) (38,733) Customer relationships, net 29,437 23,240 |
Schedule of estimated amortization expenses for each of five succeeding fiscal years | Years ended December 31, RMB 2023 6,197 2024 6,197 2025 6,197 2026 4,649 Total 23,240 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Current Liabilities | |
Schedule of other current liabilities | As of December 31, 2022 2023 RMB RMB Payables related to property and equipment 1,874,562 1,908,520 Deposits from network partners (1) 1,479,027 1,550,463 Salary and welfare payable 1,179,917 1,231,320 Payables to individual couriers (2) 779,481 1,000,069 Accrued expenses 345,468 364,746 Others 1,066,288 1,181,598 Total 6,724,743 7,236,716 (1) Deposits from network partners represent the waybill deposits collected from the pickup outlets operated by network partners. The deposits will be refunded when the parcels are delivered to the recipients. (2) Payables to individual couriers represent the amount to be paid by the Company to individual couriers on behalf of its network partners for their last mile dispatch. |
Short-term Bank Borrowings (Tab
Short-term Bank Borrowings (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Short-term Bank Borrowings. | |
Schedule of Short-term bank borrowings | As of December 31, 2022 2023 RMB RMB The PRC domestic commercial banks 5,394,423 7,765,990 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax | |
Schedule of current and deferred portion of income tax expenses | Year ended December 31, 2021 2022 2023 RMB RMB RMB Current tax expenses 1,197,542 1,388,714 1,780,818 Deferred tax expenses (benefits) (192,091) 244,616 157,782 Total 1,005,451 1,633,330 1,938,600 |
Schedule of reconciliations of differences between PRC statutory income tax rate and effective income tax rate | Year ended December 31, 2021 2022 2023 RMB RMB RMB Statutory income tax rate 25.00 % 25.00 % 25.00 % Preferential tax rates (6.45) % (4.29) % (7.22) % Research & development super deduction (2.66) % (2.42) % (1.05) % Non-deductible expenses 1.57 % 0.66 % 0.82 % Different tax rates of operations in other jurisdictions (0.07) % 0.40 % 0.36 % Valuation allowance on deferred tax assets 0.09 % 0.10 % 0.03 % True up (1) 0.04 % 0.25 % (1.69) % Withholding tax on the earnings distributed — — 1.89 % Others 0.00 % 0.01 % 0.00 % 17.52 % 19.71 % 18.14 % Note (1): WFOE applied for the Key Software Enterprise status in early 2023. After the approval by the relevant tax authority in 2023, WFOE was entitled to a preferential tax rate of 10% retroactively for the year ended December 31, 2022, resulting in an income tax expense decrease of RMB207,142 for the year ended December 31,2023. |
Schedule of effect of the tax holiday on the income per share | Year ended December 31, 2021 2022 2023 RMB RMB RMB Tax saving amount due to preferential tax rates 370,178 355,489 978,866 Income per share effect- basic 0.45 0.44 1.21 Income per share effect- diluted 0.45 0.43 1.17 |
Schedule of components of deferred income tax assets and liabilities | As of December 31, 2022 2023 RMB RMB Deferred tax assets: Accrued payroll and expense 188,826 206,180 Net loss carryforward 362,443 386,749 Financial subsidy 15,790 20,009 Depreciation for property and equipment 137,440 179,774 Unrealized gain from intragroup transactions 28,986 20,545 Provision for allowance for credit losses 58,076 121,898 Deferred tax assets in subtotal 791,561 935,155 Valuation allowance on deferred tax assets (41,464) (55,383) Total deferred tax assets 750,097 879,772 Deferred tax liabilities: Difference in basis of land use rights (134,928) (131,412) Difference in basis of property and equipment (205,763) (299,529) Difference in basis of intangible assets (4,881) (3,859) Unrealized investment gain (900) (900) Dividend withholding tax — (202,500) Total deferred tax liabilities (346,472) (638,200) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share | |
Schedule of basic and diluted earnings per share | Year ended December 31, 2021 2022 2023 RMB RMB RMB Numerator: Net income attributable to ordinary shareholders—basic 4,754,827 6,809,056 8,749,004 Plus: Interest expense of convertible senior notes — 45,809 145,451 Net income attributable to ordinary shareholders—diluted 4,754,827 6,854,865 8,894,455 Shares (Denominator): Weight average ordinary shares outstanding—basic 819,961,265 809,442,862 807,739,616 Plus: Dilutive effect of convertible senior notes — 10,830,669 31,209,067 Weight average ordinary shares outstanding—diluted 819,961,265 820,273,531 838,948,683 Earnings per share—basic 5.80 8.41 10.83 Earnings per share—diluted 5.80 8.36 10.60 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions | |
Schedule of major related party and their relationships | Name of related parties Relationship with the Company Tonglu Tongze Logistics Ltd. and its subsidiaries Majority equity interests held by the employees of the Company ZTO Supply Chain Management Co., Ltd. and its subsidiaries The Company’s equity investee ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries The Company’s equity investee ZTO Yun Leng Network Technology (Zhejiang) Co., Ltd. and its subsidiaries The Company’s equity investee Zhejiang Tongyu Intelligent Industry Development Co., Ltd. The Company’s equity investee Tonglu Antong Management LLP The Company’s equity investee Shanghai Mingyu Barcode Technology Ltd. and its subsidiaries Controlled by brother of chairman of the Company Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd Controlled by chairman of the Company Mr. Jianchang Lai Director and Vice President of Operations Mr. Jilei Wang Director and Vice President of Infrastructure Management Mr. Du Wang Immediate families of Director and Vice President |
Schedule of transactions with related parties | Transactions Year ended December 31, 2021 2022 2023 RMB RMB RMB Revenues: Express delivery service revenue derived from Tonglu Antong Management LLP and its subsidiaries 38,202 694,758 253,948 Express delivery service revenue from ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries 68,716 291,584 274,256 Others 5,224 51,662 66,655 Total 112,142 1,038,004 594,859 Cost of revenues: Transportation service fees paid to ZTO Supply Chain Management Co., Ltd. and its subsidiaries 56,624 459,013 862,944 Freight services agency fees paid to Zhongtong Yun Leng Network Technology (Zhejiang) Co., Ltd. and its subsidiaries 5,853 56,325 119,005 Purchases of supplies from Shanghai Mingyu Barcode Technology Ltd. 235,808 237,252 330,190 Others 103,669 44,666 39,838 Total 401,954 797,256 1,351,977 Other operating income: Property leasing income from ZTO Supply Chain Management Co., Ltd. and its subsidiaries 29,688 45,876 45,896 Property leasing income from ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries 33,390 53,115 64,722 Others 8,453 20,677 18,918 Total 71,531 119,668 129,536 Other income: Interest income related to loan receivables from Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd 39,000 33,962 33,046 Others 2,435 8,071 10,382 Total 41,435 42,033 43,428 |
Schedule of amounts due to related parties | As of December 31, 2022 2023 RMB RMB Amounts due to related parties Shanghai Mingyu Barcode Technology Ltd. 20,249 28,924 Tonglu Antong Management LLP and its subsidiaries 28,887 — ZTO Supply Chain Management Co., Ltd. and its subsidiaries — 149,495 ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries — 16,415 Zhongtong Yunleng Network Technology (Zhejiang) Co., LTD and its subsidiaries — 14,988 Others 2 24,861 Total 49,138 234,683 |
Schedule of amounts due from related parties | As of December 31, 2022 2023 RMB RMB Amounts due from related parties ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries (1) 55,061 72,377 ZTO Supply Chain Management Co., Ltd. (2) 101,432 69,881 Zhongtong Yunleng Network Technology (Zhejiang) Co., Ltd. and its subsidiaries 53,504 1,169 Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd. (3) 75,000 — Others 29,486 4,640 Total 314,483 148,067 Amounts due from related parties-non current Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd. (3) 500,000 502,083 Zhejiang Tongyu Intelligent Industry Development Co., Ltd. (4) 77,140 82,180 Total 577,140 584,263 Notes: (1) The amount comprised the three-month factoring loan to this related party with 6.96% annualized interest rate, accounts receivable generated from the express delivery service provided by the Company and other receivables generated from the property leasing service provided by the Company. The balance of loan was RMB 12,500 and RMB 33,040 as of December 31, 2022 and 2023, respectively. (2) The amount comprised the three-to-nine-month factoring loan to this related party and its subsidiaries with 6.96% annualized interest rate and other receivables generated from the property leasing service provided by the Company. The balance of loan was RMB 109,980 and RMB 66,860 as of December 31, 2022 and 2023, respectively. (3) The amount comprised a loan to this related party with 5.0% annualized interest rate for a term of 36 months from December 4, 2023 to December 3, 2026. This loan is an extension of the original three-year loan with 7.2% annualized interest rate. Mr. Jilei Wang, the Director of the Company, is the guarantor of this extended loan. The balance of principal was RMB 500,000 as of December 31, 2022 and 2023 and interest receivable was RMB 75,000 and RMB 2,083 as of December 31, 2022 and 2023, respectively. (4) The amount comprised a three-year loan to this related party with 7.2% annualized interest rate. The balance of principal was RMB 70,000 as of December 31, 2022 and 2023. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Consolidated VIE Schedule (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 CNY (¥) | Dec. 31, 2023 USD ($) | |
Current assets | ||||||
Cash and cash equivalents | ¥ 12,333,884 | ¥ 11,692,773 | ¥ 9,721,225 | $ 1,737,191 | ||
Restricted cash | 686,568 | 895,483 | 27,736 | 96,701 | ||
Accounts receivable, net | 572,558 | 818,968 | 80,643 | |||
Short-term investment | 7,454,633 | 5,753,483 | 1,049,963 | |||
Inventories | 28,074 | 40,537 | 3,954 | |||
Advances to suppliers | 821,942 | 861,573 | 115,768 | |||
Prepayments and other current assets | 3,772,377 | 3,146,378 | 531,328 | |||
Total current assets | 26,953,548 | 24,475,027 | 3,796,327 | |||
Investments in equity investees | 3,455,119 | 3,950,544 | 486,643 | |||
Property and equipment, net | 32,181,025 | 28,813,204 | 4,532,603 | |||
Land use rights, net | 5,637,101 | 5,442,951 | 793,969 | |||
Operating lease right-of-use assets | 672,193 | 808,506 | 94,676 | |||
Goodwill | 4,241,541 | 4,241,541 | 597,409 | |||
Deferred tax assets | 879,772 | 750,097 | 123,914 | |||
Long-term investment | 12,170,881 | 7,322,545 | 1,714,233 | |||
Long-term financing receivables, net | 964,780 | 1,295,755 | 135,886 | |||
Other non-current assets | 701,758 | 816,839 | 98,841 | |||
TOTAL ASSETS | 88,465,221 | 78,523,586 | 12,460,066 | |||
Current liabilities: | ||||||
Short-term bank borrowings | 7,765,990 | 5,394,423 | 1,093,817 | |||
Accounts payable | 2,557,010 | 2,202,692 | 360,147 | |||
Notes payable | 200,000 | |||||
Advances from customers | 1,745,727 | 1,374,691 | 245,881 | |||
Income tax payable | 333,257 | 228,422 | 46,938 | |||
Amounts due to related parties | 185,545 | $ 26,133 | 26,352 | 6,131 | ||
Operating lease liabilities, current | 186,253 | 229,718 | 26,233 | |||
Total current liabilities | 20,061,184 | 16,405,324 | 2,825,559 | |||
Non-current operating lease liabilities | 455,879 | 510,349 | 64,209 | |||
Deferred tax liabilities | 638,200 | 346,472 | 89,889 | |||
Total Liabilities | 28,184,813 | 24,051,116 | 3,969,748 | |||
Revenues | 38,418,915 | 5,411,191 | 35,376,996 | 30,405,839 | ||
Net income | 8,754,457 | 1,233,040 | 6,658,966 | 4,701,327 | ||
Net cash provided by (used in) operating activities | 13,360,967 | 1,881,851 | 11,479,308 | 7,220,217 | ||
Net cash used in investing activities | (12,252,751) | (1,725,762) | (16,041,890) | (8,756,533) | ||
Net cash provided by financing activities | (769,836) | (108,429) | 7,058,202 | (2,903,985) | ||
Net increase (decrease) in cash and cash equivalents | 448,223 | 63,131 | 2,833,726 | (4,590,731) | ||
Cash, cash equivalents and restricted cash at beginning of year | 12,603,087 | 1,775,107 | 9,769,361 | 14,360,092 | ||
Cash, cash equivalents and restricted cash at end of year | 13,051,310 | $ 1,838,238 | 12,603,087 | $ 1,775,107 | 9,769,361 | |
Net income generated by VIE after deductions of inter-company transportation fees and Service fees charges | 13,984,286 | 14,587,084 | 14,967,293 | |||
Operating cash outflows of Inter-company transactions | 17,985,836 | 20,739,098 | 15,973,616 | |||
Related Party | ||||||
Current assets | ||||||
Amounts due from related parties | 148,067 | 314,483 | 20,855 | |||
Current liabilities: | ||||||
Other current liabilities | 234,683 | 49,138 | 33,054 | |||
Revenues | 594,859 | 1,038,004 | 112,142 | |||
Nonrelated Party [Member] | ||||||
Current liabilities: | ||||||
Other current liabilities | 7,236,716 | 6,724,743 | $ 1,019,271 | |||
ZTO Express and its subsidiaries (the "VIE") | ||||||
Current assets | ||||||
Cash and cash equivalents | 2,808,795 | 2,752,475 | ||||
Restricted cash | 117,324 | |||||
Accounts receivable, net | 359,207 | 621,395 | ||||
Financing receivables, net | 955,424 | 847,054 | ||||
Short-term investment | 548,273 | 270,345 | ||||
Inventories | 20,405 | 28,151 | ||||
Advances to suppliers | 82,252 | 51,550 | ||||
Prepayments and other current assets | 2,109,425 | 1,197,862 | ||||
Total current assets | 17,580,584 | 12,349,072 | ||||
Investments in equity investees | 252,265 | 343,692 | ||||
Property and equipment, net | 5,928,466 | 5,916,022 | ||||
Land use rights, net | 1,234,585 | 1,217,531 | ||||
Operating lease right-of-use assets | 635,647 | 706,810 | ||||
Goodwill | 4,157,111 | 4,157,111 | ||||
Deferred tax assets | 300,761 | 436,558 | ||||
Long-term investment | 500,000 | 699,885 | ||||
Long-term financing receivables, net | 891,191 | 1,128,807 | ||||
Other non-current assets | 134,678 | 382,449 | ||||
TOTAL ASSETS | 31,615,288 | 27,337,937 | ||||
Current liabilities: | ||||||
Short-term bank borrowings | 7,365,990 | 5,394,423 | ||||
Accounts payable | 1,892,652 | 1,607,764 | ||||
Advances from customers | 1,709,101 | 1,355,910 | ||||
Income tax payable | 198,294 | 165,973 | ||||
Operating lease liabilities, current | 181,275 | 216,799 | ||||
Total current liabilities | 15,974,913 | 13,689,416 | ||||
Non-current operating lease liabilities | 424,311 | 422,629 | ||||
Deferred tax liabilities | 81,971 | 92,344 | ||||
Total Liabilities | 16,481,195 | 14,204,389 | ||||
Revenues | 31,276,014 | 31,981,790 | 29,721,135 | |||
Net income | 2,003,952 | 2,453,641 | 1,237,524 | |||
Net cash provided by (used in) operating activities | (1,261,654) | 805,413 | 976,290 | |||
Net cash used in investing activities | (536,180) | (1,521,688) | (877,285) | |||
Net cash provided by financing activities | 1,971,478 | 2,537,808 | 55,212 | |||
Net increase (decrease) in cash and cash equivalents | 173,644 | 1,821,533 | 154,217 | |||
Cash, cash equivalents and restricted cash at beginning of year | 2,752,475 | 930,942 | 776,725 | |||
Cash, cash equivalents and restricted cash at end of year | ¥ 2,926,119 | ¥ 2,752,475 | ¥ 930,942 | |||
VIE revenues as a percentage to consolidated revenues | 81.40% | 81.40% | 90.40% | 90.40% | 97.70% | |
VIE assets as a percentage to consolidated assets | 35.70% | 26.50% | 35.70% | |||
VIE liabilities as a percentage to consolidated liabilities | 58.50% | 59.10% | 58.50% | |||
Assets held in the consolidated VIE that can be used only to settle obligations of the VIE | ¥ 0 | |||||
ZTO Express and its subsidiaries (the "VIE") | Related Party | ||||||
Current assets | ||||||
Amounts due from related parties | 10,579,479 | ¥ 6,580,240 | ||||
Current liabilities: | ||||||
Amounts due to related parties | 197,021 | 39,770 | ||||
ZTO Express and its subsidiaries (the "VIE") | Nonrelated Party [Member] | ||||||
Current liabilities: | ||||||
Other current liabilities | 4,430,580 | 4,908,777 | ||||
Subsidiaries [Member] | ||||||
Current assets | ||||||
Amounts due from related parties | ¥ 10,556,052 | ¥ 6,554,502 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Convenience translation (Details) | Dec. 31, 2023 ¥ / $ |
Summary of Significant Accounting Policies | |
Convenience translation rate | 7.0999 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Short-term and long-term investment (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Short-term investment | |||
Short-term investment used as a collateral to issue of bank acceptance draft | ¥ 1,300,000 | ¥ 900,000 | |
Debt Securities, Held-to-Maturity, Pledged Status [Extensible Enumeration] | us-gaap:AssetPledgedAsCollateralMember | us-gaap:AssetPledgedAsCollateralMember | |
Interest income | ¥ 399,689 | ¥ 209,061 | ¥ 212,713 |
Fair value change loss of investments | ¥ 186,914 | ¥ 70,437 | ¥ 40,076 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Foreign exchange options and forward contracts (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |||
Fair value change gain from foreign exchange options and forward contracts | ¥ (22,397) | ¥ 24,191 | ¥ 12,833 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Fair value (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | |
Fair value | ||||
Impairment of equity method investments | ¥ 0 | ¥ 4,559 | ¥ 0 | |
Impairment losses related to equity investments without readily determinable fair values | $ 0 | ¥ 21,769 | ¥ 0 | |
Foreign exchange forward contracts | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Current | Other Liabilities, Current | ||
Significant other observable inputs (Level 2) | DCN/DCD and interest rate swap | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Short-term investments | ¥ 299,106 | ¥ 835,896 | ||
Significant other observable inputs (Level 2) | Wealth management products | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Short-term investments | 3,279,813 | 4,077,716 | ||
Long-term investments | 69,629 | 1,653,276 | ||
Significant other observable inputs (Level 2) | Foreign exchange option contracts | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Derivative liabilities recorded within other current liabilities | 44,521 | 31,155 | ||
Significant other observable inputs (Level 2) | Foreign exchange forward contracts | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Derivative liabilities recorded within other current liabilities | ¥ 13,967 | ¥ 1,754 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Financing Receivables (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Financing receivables | |||
Allowance for doubtful accounts relating to financing receivables | ¥ 93,185 | ¥ 58,768 | |
Loss pertaining to finance receivables | 50,940 | 35,515 | ¥ 19,703 |
Interest income generated from financing receivables | 146,096 | 168,395 | ¥ 183,709 |
Other non-current assets | |||
Financing receivables | |||
Allowance for doubtful accounts relating to financing receivables | ¥ 56,863 | ¥ 40,340 | |
Minimum | |||
Financing receivables | |||
Credit term for financing services | 3 months | ||
Maximum | |||
Financing receivables | |||
Credit term for financing services | 3 years |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Property and equipment, net (Details) | Dec. 31, 2023 |
Leasehold improvements | |
Property and equipment, net | |
Useful life | 3 years |
Furniture, office and electric equipment | Minimum | |
Property and equipment, net | |
Useful life | 3 years |
Furniture, office and electric equipment | Maximum | |
Property and equipment, net | |
Useful life | 5 years |
Machinery and equipment | |
Property and equipment, net | |
Useful life | 10 years |
Vehicles | Minimum | |
Property and equipment, net | |
Useful life | 5 years |
Vehicles | Maximum | |
Property and equipment, net | |
Useful life | 10 years |
Buildings | |
Property and equipment, net | |
Useful life | 20 years |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Intangible assets (Details) | Dec. 31, 2023 |
Customer relationships | |
Intangible assets | |
Intangible assets useful life | 10 years |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Impairment of long-lived assets and Goodwill (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | |
Impairment of long-lived assets and Goodwill | ||||
Impairment of goodwill | ¥ 0 | ¥ 0 | ¥ 0 | |
Impairment of Long-Lived Assets to be Disposed of | ¥ 76,616 | $ 10,791 | ¥ 0 | ¥ 0 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Revenue recognition (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | |
Revenue recognition | ||||
Revenues | ¥ 38,418,915 | $ 5,411,191 | ¥ 35,376,996 | ¥ 30,405,839 |
Revenue (in percent) | 100% | 100% | 100% | 100% |
Express delivery services | ||||
Revenue recognition | ||||
Revenues | ¥ 35,488,060 | $ 4,998,389 | ¥ 32,575,698 | ¥ 27,450,922 |
Revenue (in percent) | 92.40% | 92.40% | 92.10% | 90.30% |
Freight forwarding services | ||||
Revenue recognition | ||||
Revenues | ¥ 906,802 | $ 127,720 | ¥ 1,212,677 | ¥ 1,529,601 |
Revenue (in percent) | 2.40% | 2.40% | 3.40% | 5% |
Sale of accessories | ||||
Revenue recognition | ||||
Revenues | ¥ 1,876,624 | $ 264,317 | ¥ 1,384,674 | ¥ 1,231,283 |
Revenue (in percent) | 4.90% | 4.90% | 3.90% | 4% |
Others | ||||
Revenue recognition | ||||
Revenues | ¥ 147,429 | $ 20,765 | ¥ 203,947 | ¥ 194,033 |
Revenue (in percent) | 0.30% | 0.30% | 0.60% | 0.70% |
Prepayments and Other Current_3
Prepayments and Other Current Assets (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) |
Prepayments and Other Current Assets | |||
Input value added tax ("VAT") | ¥ 2,704,180 | ¥ 2,296,167 | |
Prepaid expenses | 102,438 | 119,935 | |
Accrued interest income | 135,096 | 199,686 | |
Deposits | 104,408 | 130,731 | |
Others | 726,255 | 399,859 | |
Total | ¥ 3,772,377 | $ 531,328 | ¥ 3,146,378 |
Property and Equipment, net (De
Property and Equipment, net (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | Dec. 31, 2023 USD ($) | |
Property and equipment, net | |||||
Property, plant and equipment, gross | ¥ 43,174,447 | ¥ 37,572,738 | |||
Accumulated depreciation | (10,916,806) | (8,759,534) | |||
Impairment | (76,616) | ||||
Property and equipment, net | 32,181,025 | 28,813,204 | $ 4,532,603 | ||
Depreciation expenses | 2,740,819 | 2,540,899 | ¥ 2,102,310 | ||
Pending title of certificates buildings, net | 3,024,988 | 4,909,234 | |||
Impairment of property and equipment | 76,616 | $ 10,791 | 0 | ¥ 0 | |
Buildings | |||||
Property and equipment, net | |||||
Property, plant and equipment, gross | 21,731,960 | 14,995,857 | |||
Machinery and equipment | |||||
Property and equipment, net | |||||
Property, plant and equipment, gross | 8,861,939 | 7,328,207 | |||
Leasehold improvements | |||||
Property and equipment, net | |||||
Property, plant and equipment, gross | 1,085,101 | 923,285 | |||
Vehicles | |||||
Property and equipment, net | |||||
Property, plant and equipment, gross | 5,642,905 | 6,101,948 | |||
Furniture, office and electric equipment | |||||
Property and equipment, net | |||||
Property, plant and equipment, gross | 922,797 | 850,836 | |||
Construction in progress | |||||
Property and equipment, net | |||||
Property, plant and equipment, gross | ¥ 4,929,745 | ¥ 7,372,605 |
Land Use Rights, Net (Details)
Land Use Rights, Net (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | Dec. 31, 2023 USD ($) | |
Land use rights, net | ||||
Weighted average remaining lease term (in years) | 5 years | 5 years | 5 years | |
Cost | ¥ 6,244,857 | ¥ 5,922,514 | ||
Less: Accumulated amortization | (607,756) | (479,563) | ||
Land use rights, net | 5,637,101 | 5,442,951 | $ 793,969 | |
Amortization expenses | 128,193 | 123,450 | ¥ 113,260 | |
Title certificates for land use right with carrying value not obtained | ¥ 89,295 | ¥ 103,453 | ||
Land use rights | ||||
Land use rights, net | ||||
Weighted average remaining lease term (in years) | 43 years | 44 years | 43 years | |
Land use rights | Maximum | ||||
Land use rights, net | ||||
Lease term (in years) | 50 years | 50 years |
Operating Leases - Rental Expen
Operating Leases - Rental Expenses (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Leases | |||
Operating lease costs | ¥ 348,878 | ¥ 370,385 | ¥ 388,450 |
Variable lease cost | ¥ 0 |
Operating Leases - Right-of-use
Operating Leases - Right-of-use Assets (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) |
Operating leases | |||
Operating lease right-of-use assets | ¥ 672,193 | $ 94,676 | ¥ 808,506 |
Operating Leases - Lease Liabil
Operating Leases - Lease Liabilities (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) |
Operating leases | |||
Current operating lease liabilities | ¥ 186,253 | $ 26,233 | ¥ 229,718 |
Non-current operating lease liabilities | 455,879 | $ 64,209 | 510,349 |
Total operating lease liabilities | ¥ 642,132 | ¥ 740,067 |
Operating Leases - Supplemental
Operating Leases - Supplemental Disclosures (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Supplemental disclosures about leases | ||
Weighted average remaining lease term (in years) | 5 years | 5 years |
Weighted average discount rate | 4.28% | 4.31% |
Operating Leases - Supplement_2
Operating Leases - Supplemental Cash Flow Information (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Supplemental disclosure of cash flow information | ||
Operating cash flows from operating leases | ¥ 294,069 | ¥ 348,672 |
Right-of-use assets obtained in exchange for lease liabilities: Operating leases | 312,574 | 291,000 |
Right-of-use assets decreased (increased) due to operating lease modifications: Operating leases | 55,391 | ¥ 44,797 |
Right-of-use assets decreased due to disposal of subsidiary: Operating Leases | ¥ 80,923 |
Operating Leases - Maturities (
Operating Leases - Maturities (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Maturities of lease liabilities | ||
Within one year | ¥ 207,712 | ¥ 227,647 |
Within a period of more than one years but not more than two years | 148,891 | 179,784 |
Within a period of more than two years but not more than three years | 116,488 | 133,299 |
Within a period of more than three years but not more than four years | 66,457 | 118,142 |
Within a period of more than four years but not more than five years | 52,571 | 47,397 |
More than five year | 122,757 | 125,054 |
Total lease commitment | ¥ 714,876 | ¥ 831,323 |
Operating Leases - Total Lease
Operating Leases - Total Lease Obligation (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating leases | ||
Total lease commitment | ¥ 714,876 | ¥ 831,323 |
Less: Imputed interest | 72,744 | 91,256 |
Total operating lease liabilities | ¥ 642,132 | ¥ 740,067 |
Operating Leases - Current and
Operating Leases - Current and Non-current Lease Obligation (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) |
Operating leases | |||
Total operating lease liabilities | ¥ 642,132 | ¥ 740,067 | |
Less: Current operating lease liabilities | 186,253 | $ 26,233 | 229,718 |
Long-term operating lease liabilities | ¥ 455,879 | $ 64,209 | ¥ 510,349 |
Operating Leases - Rental Incom
Operating Leases - Rental Income (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Leases | |||
Rental income | ¥ 291,693 | ¥ 178,761 | ¥ 128,074 |
Goodwill (Details)
Goodwill (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) |
Goodwill | ||
Balance at December 31, 2022 and 2023 | ¥ 4,241,541 | $ 597,409 |
Goodwill, balance at the beginning of period | 4,241,541 | |
Express delivery services | ||
Goodwill | ||
Balance at December 31, 2022 and 2023 | 4,157,111 | |
Goodwill, balance at the beginning of period | 4,157,111 | |
Freight forwarding services | ||
Goodwill | ||
Balance at December 31, 2022 and 2023 | 84,430 | |
Goodwill, balance at the beginning of period | ¥ 84,430 |
Investments in equity investe_3
Investments in equity investees (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Investments in equity investees. | ||
Total investments accounted for under the equity method | ¥ 531,257 | ¥ 570,356 |
Total investments accounted for equity investments without readily determinable fair values | 2,923,862 | 3,380,188 |
Total investments in equity investees | 3,455,119 | 3,950,544 |
ZTO Supply Chain Management Co., Ltd. | ||
Investments in equity investees. | ||
Total investments accounted for under the equity method | 205,827 | 152,549 |
Total investments accounted for equity investments without readily determinable fair values | 582,526 | 578,105 |
ZTO Yun Leng Network Technology (Zhejiang) Co., Ltd. ("ZTO YL") (2) | ||
Investments in equity investees. | ||
Total investments accounted for under the equity method | 35,959 | 51,420 |
Tonglu Antong Management LLP | ||
Investments in equity investees. | ||
Total investments accounted for under the equity method | 117,995 | 146,051 |
Others | ||
Investments in equity investees. | ||
Total investments accounted for under the equity method | 171,476 | 220,336 |
Cai Niao Smart Logistics Network Limited ("Cai Niao") (3) | ||
Investments in equity investees. | ||
Total investments accounted for equity investments without readily determinable fair values | 1,143,797 | 1,116,085 |
Zhejiang Yizhan Network Technology Co., Ltd. ("Cainiao Post") (3) | ||
Investments in equity investees. | ||
Total investments accounted for equity investments without readily determinable fair values | 1,075,000 | 1,075,000 |
Zhijiang New Industries Limited ("ZJ New Industries") (3) | ||
Investments in equity investees. | ||
Total investments accounted for equity investments without readily determinable fair values | 500,000 | |
Others | ||
Investments in equity investees. | ||
Total investments accounted for equity investments without readily determinable fair values | ¥ 122,539 | ¥ 110,998 |
Investments in equity investe_4
Investments in equity investees - ZTO LTL, Feng Wang and CRRC (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 CNY (¥) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | Dec. 31, 2023 CNY (¥) | Oct. 31, 2018 CNY (¥) | May 31, 2013 | |
ZTO Supply Chain Management Co., Ltd. | |||||||
Investments in equity investees | |||||||
Equity interest in equity method investment (as a percent) | 18% | 18% | |||||
Capital contribution in cash | $ 14,017 | ¥ 99,519 | |||||
Cash consideration | $ 83,817 | ¥ 582,526 | |||||
ZTO Yun Leng Network Technology (Zhejiang) Co., Ltd. ("ZTO YL") (2) | |||||||
Investments in equity investees | |||||||
Equity interest in equity method investment (as a percent) | 18% | 18% | |||||
Capital contribution in cash | ¥ 90,000 | ||||||
Tonglu Antong Management LLP | |||||||
Investments in equity investees | |||||||
Cash consideration | ¥ 49,000 | ¥ 70,000 | |||||
Shanghai CRRC Green City Logistics Co., Ltd. ("CRRC") (3) | |||||||
Investments in equity investees | |||||||
Equity interest in equity method investment (as a percent) | 1% | ||||||
Zhijiang New Industries Limited ("ZJ New Industries") (3) | |||||||
Investments in equity investees | |||||||
Capital contribution in cash | ¥ 500,000 | ||||||
Equity interest in equity investments without readily determinable fair values (as a percent) | 2% |
Investments in equity investe_5
Investments in equity investees - Cai Niao, Feng Chao and Wheat Commune (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | Oct. 31, 2018 CNY (¥) | May 31, 2018 CNY (¥) | |
Investments in equity investees | ||||||
Impairment of equity investees | $ 0 | ¥ 21,769 | ¥ 0 | |||
Cai Niao Smart Logistics Network Limited ("Cai Niao") (3) | ||||||
Investments in equity investees | ||||||
Capital contribution in cash | ¥ 1,075,000 | |||||
Equity interest in equity investments without readily determinable fair values (as a percent) | 15% | |||||
Equity interest in equity method investment (as a percent) | 13.75% | 13.75% | 13.75% | |||
Zhijiang New Industries Limited ("ZJ New Industries") (3) | ||||||
Investments in equity investees | ||||||
Capital contribution in cash | ¥ 500,000 | |||||
Equity interest in equity investments without readily determinable fair values (as a percent) | 2% | |||||
Impairment of equity investees | ¥ 0 | ¥ 26,328 | ¥ 0 | |||
Equity interest | 2% | 2% | ||||
Cash consideration | ¥ 507,032 | |||||
Disposal gain | ¥ 7,032 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | Dec. 31, 2023 USD ($) | |
Intangible Assets, Net | ||||
Intangible assets, net | ¥ 23,240 | ¥ 29,437 | $ 3,273 | |
Estimated amortization expenses for each of five succeeding fiscal years | ||||
2023 | 6,197 | |||
2024 | 6,197 | |||
2025 | 6,197 | |||
2026 | 4,649 | |||
Total | 23,240 | |||
Customer relationships | ||||
Intangible Assets, Net | ||||
Intangible assets, gross | 61,973 | 61,973 | ||
Less: accumulated amortization | (38,733) | (32,536) | ||
Intangible assets, net | 23,240 | 29,437 | ||
COE Business | Customer relationships | ||||
Intangible Assets, Net | ||||
Amortization expenses | ¥ 6,197 | ¥ 6,197 | ¥ 6,198 |
Other Current Liabilities (Deta
Other Current Liabilities (Details) - Nonrelated Party [Member] ¥ in Thousands, $ in Thousands | Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) |
Payables related to property and equipment | ¥ 1,908,520 | ¥ 1,874,562 | |
Deposits from network partners | 1,550,463 | 1,479,027 | |
Salary and welfare payable | 1,231,320 | 1,179,917 | |
Payable to individual couriers | 1,000,069 | 779,481 | |
Accrued expenses | 364,746 | 345,468 | |
Others | 1,181,598 | 1,066,288 | |
Total | ¥ 7,236,716 | $ 1,019,271 | ¥ 6,724,743 |
Short-term Bank Borrowings (Det
Short-term Bank Borrowings (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Short-term Bank Borrowings | ||
Weighted average interest rate | 1.62% | 2.04% |
Current Ratio maximum | 65 | |
Current Ratio minimum | 0.8 | |
The PRC domestic commercial banks | ||
Short-term Bank Borrowings | ||
Short-term bank borrowings | ¥ 7,765,990 | ¥ 5,394,423 |
Convertible Senior Notes (Detai
Convertible Senior Notes (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Aug. 29, 2022 CNY (¥) | Aug. 29, 2022 USD ($) $ / shares | Dec. 31, 2023 CNY (¥) | Aug. 29, 2022 USD ($) $ / shares | |
Convertible Senior Notes | ||||
Issuance cost paid | ¥ | ¥ 120,099 | |||
Capped call options | ||||
Convertible Senior Notes | ||||
Cap price | $ / shares | $ 36.48 | |||
Premium paid for capped call options | ¥ 373,139 | $ 54,000 | ||
Convertible senior notes | ||||
Convertible Senior Notes | ||||
Principal amount | ¥ 6,910,000 | $ 1,000,000 | ||
Interest rate (as a percent) | 1.50% | 1.50% | ||
Principal amount denominator for conversion of debt | $ | $ 1 | |||
Conversion rate | 31.6296 | 31.6296 | ||
Conversion price | $ / shares | $ 31.62 | |||
Debt repurchase price percentage | 100% | 100% | ||
Issuance cost paid | ¥ 121,588 | $ 17,596 | ||
Convertible senior notes | Capped call options | ||||
Convertible Senior Notes | ||||
Principal amount | $ | $ 1,000,000 |
Income Tax - Current and deferr
Income Tax - Current and deferred portion of income tax (Details) ¥ in Thousands, $ in Thousands, $ in Millions | 12 Months Ended | ||||
Dec. 31, 2023 CNY (¥) company | Dec. 31, 2023 USD ($) company | Dec. 31, 2023 HKD ($) company | Dec. 31, 2022 CNY (¥) company | Dec. 31, 2021 CNY (¥) company | |
Income tax | |||||
Number of Companies' subsidiaries | company | 6 | 6 | 6 | 3 | 4 |
Taxable profit threshold | ¥ 11,662,526 | $ 1,642,632 | ¥ 9,039,275 | ¥ 6,589,377 | |
Current and deferred portion of income tax expenses | |||||
Current tax expenses | 1,780,818 | 1,388,714 | 1,197,542 | ||
Deferred tax expenses (benefits) | 157,782 | 22,223 | 244,616 | (192,091) | |
Total | ¥ 1,938,600 | $ 273,046 | ¥ 1,633,330 | ¥ 1,005,451 | |
Catalog of Encouraged Industries in Western Region | |||||
Income tax | |||||
Preferential tax rate (as a percent) | 15% | 15% | 15% | 15% | 15% |
Shenzhen Dayu International Logistics Co., Ltd | |||||
Income tax | |||||
Preferential tax rate (as a percent) | 15% | 15% | 15% | ||
HNTEs | |||||
Income tax | |||||
Preferential tax rate (as a percent) | 15% | 15% | 15% | ||
WFOE - Key Software Enterprise | |||||
Income tax | |||||
Preferential tax rate (as a percent) | 10% | ||||
Preferential tax rates decreased income taxes | ¥ 207,142 | ||||
WFOE - Key Software Enterprise | Shanghai Zhongtongji Network Technology Co. Ltd | |||||
Income tax | |||||
Preferential tax rate (as a percent) | 15% | 15% | 15% | 15% | 15% |
Preferential statutory income tax rates | 10% | ||||
Hong Kong | |||||
Income tax | |||||
Statutory tax rate in the foreign | 16.50% | 16.50% | 16.50% | ||
Taxable profit threshold | $ | $ 2 | ||||
Hong Kong | Maximum | |||||
Income tax | |||||
Statutory tax rate in the foreign | 8.25% | 8.25% | 8.25% | ||
PRC | |||||
Income tax | |||||
Statutory income tax rate | 25% | 25% | 25% | 25% | 25% |
Income Tax - Reconciliations be
Income Tax - Reconciliations between statutory income tax rate and effective income tax rate (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliations of differences between PRC statutory income tax rate and Group's effective income tax rate | |||
Effective income tax rate | 18.14% | 19.71% | 17.52% |
PRC | |||
Reconciliations of differences between PRC statutory income tax rate and Group's effective income tax rate | |||
Statutory income tax rate | 25% | 25% | 25% |
Preferential tax rates | (7.22%) | (4.29%) | (6.45%) |
Research & development super deduction | (1.05%) | (2.42%) | (2.66%) |
Non-deductible expenses | 0.82% | 0.66% | 1.57% |
Different tax rates of operations in other jurisdictions | 0.36% | 0.40% | (0.07%) |
Valuation allowance on deferred tax assets | 0.03% | 0.10% | 0.09% |
True up | (1.69%) | 0.25% | 0.04% |
Withholding tax on the earnings distributed | 1.89% | ||
Others | 0% | 0.01% | 0% |
Effective income tax rate | 18.14% | 19.71% | 17.52% |
Income Tax - Effect of tax holi
Income Tax - Effect of tax holiday (Details) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 CNY (¥) ¥ / shares | Dec. 31, 2022 CNY (¥) ¥ / shares | Dec. 31, 2021 CNY (¥) ¥ / shares | |
Income Tax | |||
Tax saving amount due to preferential tax rates | ¥ | ¥ 978,866 | ¥ 355,489 | ¥ 370,178 |
Income per share effect- basic | 1.21 | 0.44 | 0.45 |
Income per share effect- diluted | 1.17 | 0.43 | 0.45 |
Income Tax - Deferred tax asset
Income Tax - Deferred tax assets and liabilities (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Accrued payroll and expense | ¥ 206,180 | ¥ 188,826 |
Net loss carryforward | 386,749 | 362,443 |
Financial subsidy | 20,009 | 15,790 |
Depreciation for property and equipment | 179,774 | 137,440 |
Unrealized gain from intragroup transactions | 20,545 | 28,986 |
Provision for allowance for credit losses | 121,898 | 58,076 |
Deferred tax assets in subtotal | 935,155 | 791,561 |
Valuation allowance on deferred tax assets | (55,383) | (41,464) |
Total deferred tax assets | 879,772 | 750,097 |
Deferred tax liabilities: | ||
Difference in basis of land use rights | (131,412) | (134,928) |
Difference in basis of property and equipment | (299,529) | (205,763) |
Difference in basis of intangible assets | (3,859) | (4,881) |
Unrealized investment gain | (900) | (900) |
Dividend withholding tax | (202,500) | |
Total deferred tax liabilities | ¥ (638,200) | ¥ (346,472) |
Income Tax - Other information
Income Tax - Other information (Details) ¥ in Thousands | 12 Months Ended | ||||||
Mar. 19, 2024 $ / shares | Mar. 14, 2023 $ / shares | Mar. 15, 2022 $ / shares | Mar. 16, 2021 $ / shares | Dec. 31, 2023 CNY (¥) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 | |
Income tax | |||||||
Valuation allowances | ¥ 55,383 | ¥ 41,464 | |||||
Tax loss carryforward | ¥ 1,652,821 | ||||||
Statute of limitations period (in years) | 3 years | ||||||
Extension period for statute of limitations under special circumstances (in years) | 5 years | ||||||
Underpayment of tax liability listed as special circumstance | ¥ 100 | ||||||
Statute of limitations period for related party transaction (in years) | 10 years | ||||||
Aggregate undistributed earnings of domestic subsidiaries and VIE | ¥ 35,533,419 | ¥ 28,504,400 | |||||
Withholding tax rate on dividends (as a percent) | 10% | ||||||
Withholding tax rate on dividends if investors qualifies as beneficial owner with holdings above the threshold percentage (as a percent) | 5% | ||||||
Threshold beneficial owner percentage determining withholding income tax rate (as a percent) | 25% | ||||||
Withholding tax rate on dividends if investors qualifies as beneficial owner with holdings below the threshold percentage (as a percent) | 10% | ||||||
Effective income tax rate | 18.14% | 19.71% | 17.52% | ||||
Special dividend | $ / shares | $ 0.37 | $ 0.25 | $ 0.25 | ||||
Dividend withholding tax | ¥ 202,500 | ||||||
Subsequent Events | ADSs | |||||||
Income tax | |||||||
Special dividend | $ / shares | $ 0.62 | ||||||
WFOE - Key Software Enterprise | |||||||
Income tax | |||||||
Preferential tax rate (as a percent) | 10% | ||||||
Preferential tax rates decreased income taxes | 207,142 | ||||||
PRC | |||||||
Income tax | |||||||
Tax loss carryforward | ¥ 1,371,801 | ||||||
Statutory income tax rate | 25% | 25% | 25% | ||||
Effective income tax rate | 18.14% | 19.71% | 17.52% |
Share Based Compensation - Shar
Share Based Compensation - Share Holding Platform (Details) ¥ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||||
Mar. 28, 2017 | Mar. 31, 2023 CNY (¥) shares | Mar. 31, 2022 CNY (¥) shares | Mar. 31, 2021 CNY (¥) shares | Jun. 30, 2016 entity | Dec. 31, 2023 CNY (¥) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | Dec. 31, 2023 $ / shares | Dec. 31, 2022 $ / shares | Dec. 31, 2021 $ / shares | Jun. 28, 2016 shares | |
Zto Es Holding Limited ("ZTO ES") | Four limited liability partnerships ("LLPs") established as shareholders of ZTO ES | ||||||||||||
Share-based compensation | ||||||||||||
Number of LLPs established in PRC | entity | 4 | |||||||||||
Share Holding Platform | Common Stock [Member] | ||||||||||||
Share-based compensation | ||||||||||||
Shares issued to related party | 16,000,000 | |||||||||||
Granted (in shares) | 877,264 | 786,871 | 635,767 | |||||||||
Number of ordinary shares under Incentive Platform | ||||||||||||
Granted (in shares) | 877,264 | 786,871 | 635,767 | |||||||||
Share Holding Platform | Common Stock [Member] | Selling, general and administrative expenses | ||||||||||||
Share-based compensation | ||||||||||||
Share-based compensation expense recorded | ¥ | ¥ 109,614 | ¥ 135,778 | ||||||||||
Fair value of underlying ordinary shares on the date of option grants (RMB) | $ / shares | $ 26.27 | $ 21.87 | $ 32.83 | |||||||||
Share Holding Platform | Common Stock [Member] | Class A ordinary shares | ||||||||||||
Share-based compensation | ||||||||||||
Cash subscription payment | ¥ | ¥ 0 | ¥ 0 | ¥ 0 | |||||||||
Share Holding Platform | Ordinary Share Units | ||||||||||||
Share-based compensation | ||||||||||||
Ratio or ordinary share units to ordinary share | 5 | |||||||||||
Granted (in shares) | 4,386,320 | 3,934,355 | 3,178,835 | |||||||||
Number of ordinary shares under Incentive Platform | ||||||||||||
Granted (in shares) | 4,386,320 | 3,934,355 | 3,178,835 | |||||||||
Share Holding Platform | Ordinary Share Units | Selling, general and administrative expenses | ||||||||||||
Share-based compensation | ||||||||||||
Share-based compensation expense recorded | ¥ | ¥ 158,278 | |||||||||||
Share Holding Platform | Ordinary Share Units | Noncash shares granted | ||||||||||||
Share-based compensation | ||||||||||||
Vesting period | 3 years |
Share Based Compensation - 2016
Share Based Compensation - 2016 Share Incentive Plan (Details) ¥ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2023 shares | Mar. 31, 2022 shares | Mar. 31, 2021 shares | Sep. 30, 2016 shares | Dec. 31, 2023 CNY (¥) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | Dec. 31, 2023 $ / shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 $ / shares | |
2016 Share Incentive Plan | Options | ||||||||||
Share-based compensation | ||||||||||
Shares authorized by the board under the plan | 3,000,000 | 21,000,000 | ||||||||
Annual increase of shares authorized, on the first day of each of the company's fiscal year during the term of the 2016 Plan commencing with the fiscal year beginning January 1, 2017 (as a percent) | 0.50% | |||||||||
Annual increase of shares authorized, on the first day of each of the company's fiscal year during the term of the 2016 Plan commencing with the fiscal year beginning January 1, 2017, number of shares | 3,000,000 | |||||||||
2016 Share Incentive Plan | Restricted Share Units | Certain directors, executive officers and the employees | ||||||||||
Fair value per unit | ||||||||||
Fair value of underlying ordinary shares on the date of option grants (RMB) | $ / shares | $ 32.83 | |||||||||
Number of share options | ||||||||||
Number of share units granted | 535,955 | 497,956 | 525,595 | |||||||
2016 Share Incentive Plan | Restricted Share Units | Selling, general and administrative expenses | ||||||||||
Fair value per unit | ||||||||||
Fair value of underlying ordinary shares on the date of option grants (RMB) | $ / shares | $ 26.27 | $ 21.87 | ||||||||
Number of share options | ||||||||||
Share-based compensation expense recorded | ¥ | ¥ 96,698 | ¥ 69,366 | ¥ 112,249 | |||||||
Share Holding Platform | Ordinary Share Units | ||||||||||
Number of share options | ||||||||||
Number of share units granted | 4,386,320 | 3,934,355 | 3,178,835 | |||||||
Share Holding Platform | Ordinary Share Units | Selling, general and administrative expenses | ||||||||||
Number of share options | ||||||||||
Share-based compensation expense recorded | ¥ | ¥ 158,278 |
Ordinary Shares (Details)
Ordinary Shares (Details) ¥ in Millions | Sep. 29, 2020 CNY (¥) | Jun. 28, 2016 shares | Dec. 31, 2023 shares | Dec. 31, 2022 shares | Sep. 29, 2020 $ / shares shares |
Ordinary shares, shares issued | 812,866,663 | 826,943,309 | |||
Proceeds from Issuance of Common Stock | ¥ | ¥ 9,763.8 | ||||
Amount of underwriting commissions and discounts | ¥ | 79.2 | ||||
Offering expenses payable | ¥ | ¥ 77.4 | ||||
ADR ratio | 1 | ||||
Class A ordinary shares | |||||
Ordinary shares, shares issued | 51,750,000 | ||||
Shares Issued, Price Per Share | $ / shares | $ 218 | ||||
Related Party | Common Stock [Member] | Zto Es Holding Limited ("ZTO ES") | |||||
Shares issued to related party | 16,000,000 | ||||
Number of shares considered issued to related party but not outstanding | 5,147,411 | 6,024,675 |
Earnings Per Share (Details)
Earnings Per Share (Details) ¥ / shares in Units, ¥ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 $ / shares | Dec. 31, 2023 CNY (¥) ¥ / shares shares | Dec. 31, 2022 CNY (¥) ¥ / shares shares | Dec. 31, 2021 CNY (¥) ¥ / shares shares | |
Numerator: | ||||
Net income attributable to ordinary shareholders-basic | ¥ | ¥ 8,749,004 | ¥ 6,809,056 | ¥ 4,754,827 | |
Plus: Interest expense of convertible senior notes | ¥ | 145,451 | 45,809 | ||
Net income attributable to ordinary shareholders-diluted | ¥ | ¥ 8,894,455 | ¥ 6,854,865 | ¥ 4,754,827 | |
Shares (Denominator): | ||||
Weight average ordinary shares outstanding-basic | 807,739,616 | 809,442,862 | 819,961,265 | |
Dilutive effect of convertible senior notes | 31,209,067 | 10,830,669 | ||
Weighted Average Number of Shares Outstanding, Diluted, Total | 838,948,683 | 820,273,531 | 819,961,265 | |
Earnings per share-basic (in CNY per share) | (per share) | $ 1.53 | ¥ 10.83 | ¥ 8.41 | ¥ 5.80 |
Earnings per share-diluted (in CNY per share) | (per share) | $ 1.49 | ¥ 10.60 | ¥ 8.36 | ¥ 5.80 |
Related Party | Zto Es Holding Limited ("ZTO ES") | ||||
Shares (Denominator): | ||||
Anti-dilutive securities excluded from the calculation of diluted net loss per share | 5,147,411 | 6,024,675 | 6,811,546 |
Related Party Transactions - Tr
Related Party Transactions - Transactions with related parties (Details) ¥ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2022 CNY (¥) | Sep. 30, 2022 CNY (¥) | Jan. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | Oct. 31, 2021 CNY (¥) | Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | |
Related party transactions | |||||||||
Revenues | ¥ 38,418,915 | $ 5,411,191 | ¥ 35,376,996 | ¥ 30,405,839 | |||||
Cost of revenues | 26,756,389 | $ 3,768,559 | 26,337,721 | 23,816,462 | |||||
Investment Income, Interest | 399,689 | 209,061 | 212,713 | ||||||
Tonglu Tongze Logistics Ltd And Its Subsidiaries | |||||||||
Related party transactions | |||||||||
Aggregate price | ¥ 53,868 | 53,868 | |||||||
Related Party | |||||||||
Related party transactions | |||||||||
Revenues | 594,859 | 1,038,004 | 112,142 | ||||||
Cost of revenues | 1,351,977 | 797,256 | 401,954 | ||||||
Other operating income | 129,536 | 119,668 | 71,531 | ||||||
Other income | 43,428 | 42,033 | 41,435 | ||||||
Related Party | Others | |||||||||
Related party transactions | |||||||||
Revenues | 66,655 | 51,662 | 5,224 | ||||||
Cost of revenues | 39,838 | 44,666 | 103,669 | ||||||
Other operating income | 18,918 | 20,677 | 8,453 | ||||||
Other income | 10,382 | 8,071 | 2,435 | ||||||
Related Party | Zhongtong Yunleng Network Technology (Zhejiang) Co., Ltd. and its subsidiaries | Freight service agency fees | |||||||||
Related party transactions | |||||||||
Cost of revenues | 119,005 | 56,325 | 5,853 | ||||||
Related Party | ZTO Supply Chain Management Co., Ltd. | Transportation service fees paid | |||||||||
Related party transactions | |||||||||
Cost of revenues | 862,944 | 459,013 | 56,624 | ||||||
Related Party | ZTO Supply Chain Management Co., Ltd. | Property leasing income | |||||||||
Related party transactions | |||||||||
Other operating income | 45,896 | 45,876 | 29,688 | ||||||
Related Party | Shanghai Mingyu Barcode Technology Ltd. | Purchases of supplies | |||||||||
Related party transactions | |||||||||
Cost of revenues | 330,190 | 237,252 | 235,808 | ||||||
Related Party | Tonglu Antong Management LLP | Express delivery service revenue | |||||||||
Related party transactions | |||||||||
Revenues | 253,948 | 694,758 | 38,202 | ||||||
Related Party | ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries | Express delivery service revenue | |||||||||
Related party transactions | |||||||||
Revenues | 274,256 | 291,584 | 68,716 | ||||||
Related Party | ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries | Property leasing income | |||||||||
Related party transactions | |||||||||
Other operating income | 64,722 | 53,115 | 33,390 | ||||||
Related Party | Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd. | Interest Income | |||||||||
Related party transactions | |||||||||
Other income | ¥ 33,046 | ¥ 33,962 | 39,000 | ||||||
Mr. Jianchang Lai | |||||||||
Related party transactions | |||||||||
Cash consideration | ¥ 103,728 | ¥ 103,728 | ¥ 103,728 | ||||||
Equity Interest Acquired by Subsidiaries | 20.77% | 20.77% | 20.77% | ||||||
Additional Paid in Capital | ¥ 29,799 | ¥ 29,799 | |||||||
ZTO Yun Leng Network Technology (Zhejiang) Co., Ltd. ("ZTO YL") (2) | |||||||||
Related party transactions | |||||||||
Equity Interest Acquired by Subsidiaries | 100% | 100% | |||||||
Cash consideration payable | ¥ 177,297 | ||||||||
Loss recognized by the Company | ¥ 2,532 | ||||||||
Jinhua Zhongrui Freight Forwarding Co., Ltd | |||||||||
Related party transactions | |||||||||
Equity Interest Acquired by Subsidiaries | 100% | ||||||||
Cash consideration payable | ¥ 291,400 | ||||||||
Loss recognized by the Company | ¥ 60,514 | ||||||||
Mr. Du Wang | |||||||||
Related party transactions | |||||||||
Cash consideration | ¥ 39,128 | ||||||||
Equity Interest Acquired by Subsidiaries | 10% | ||||||||
Additional Paid in Capital | ¥ 5,060 | ||||||||
Tuxi Technology Co.,Ltd | |||||||||
Related party transactions | |||||||||
Equity Interest Acquired by Subsidiaries | 82% | 82% | |||||||
Cash consideration payable | ¥ 98,533 |
Related Party Transactions - Du
Related Party Transactions - Due to Related party (Details) - Related Party ¥ in Thousands, $ in Thousands | Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) |
Related party transactions | |||
Amounts due to related parties | ¥ 234,683 | $ 33,054 | ¥ 49,138 |
Shanghai Mingyu Barcode Technology Ltd. | |||
Related party transactions | |||
Amounts due to related parties | 28,924 | 20,249 | |
Tonglu Antong Management LLP | |||
Related party transactions | |||
Amounts due to related parties | 28,887 | ||
ZTO Supply Chain Management Co., Ltd. | |||
Related party transactions | |||
Amounts due to related parties | 149,495 | ||
ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries | |||
Related party transactions | |||
Amounts due to related parties | 16,415 | ||
Zhongtong Yunleng Network Technology (Zhejiang) Co., LTD and its subsidiaries | |||
Related party transactions | |||
Amounts due to related parties | 14,988 | ||
Others | |||
Related party transactions | |||
Amounts due to related parties | ¥ 24,861 | ¥ 2 |
Related Party Transactions - _2
Related Party Transactions - Due from Related party (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | |
Related party transactions | |||
Interest rate (as a percent) | 7.20% | ||
Related Party | |||
Related party transactions | |||
Amounts due from related parties | ¥ 148,067 | $ 20,855 | ¥ 314,483 |
Amounts due from related parties-non current | 584,263 | $ 82,292 | 577,140 |
Related Party | ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries | |||
Related party transactions | |||
Amounts due from related parties | ¥ 72,377 | 55,061 | |
Interest rate (as a percent) | 6.96% | ||
Balance of principle | ¥ 33,040 | 12,500 | |
Related Party | ZTO Supply Chain Management Co., Ltd. | |||
Related party transactions | |||
Amounts due from related parties | ¥ 69,881 | 101,432 | |
Interest rate (as a percent) | 6.96% | ||
Balance of principle | ¥ 66,860 | 109,980 | |
Related Party | Zhongtong Yunleng Network Technology (Zhejiang) Co., Ltd. and its subsidiaries | |||
Related party transactions | |||
Amounts due from related parties | 1,169 | 53,504 | |
Related Party | Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd. | |||
Related party transactions | |||
Amounts due from related parties | 75,000 | ||
Amounts due from related parties-non current | 502,083 | 500,000 | |
Interest receivable | 2,083 | 75,000 | |
Balance of principle | ¥ 500,000 | 500,000 | |
Related Party | Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd. | Original Loan | |||
Related party transactions | |||
Interest rate (as a percent) | 5% | ||
Related Party Transaction Terms | 36 months | ||
Related Party | Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd. | Extended Loan | |||
Related party transactions | |||
Interest rate (as a percent) | 7.20% | ||
Related Party | Zhejiang Tongyu Intelligent Industry Development Co., Ltd. | |||
Related party transactions | |||
Amounts due from related parties-non current | ¥ 82,180 | 77,140 | |
Interest rate (as a percent) | 7.20% | ||
Balance of principle | ¥ 70,000 | 70,000 | |
Related Party | Others | |||
Related party transactions | |||
Amounts due from related parties | ¥ 4,640 | ¥ 29,486 |
Commitments and Contingencies_2
Commitments and Contingencies Capital Commitments (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Capital Commitments | ||
Capital Commitments | ||
Capital commitments contracted | ¥ 4,593,606 | ¥ 5,201,385 |
Commitments and Contingencies_3
Commitments and Contingencies Capital Commitments - Investment commitments and Contingencies (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Contingencies | ||
Investment commitments | ¥ 20,200 | ¥ 25,610 |
Repurchase of Ordinary Shares (
Repurchase of Ordinary Shares (Details) - ADR - Share Repurchase Program On November 14 , 2018 [Member] - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Nov. 17, 2022 | Mar. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2021 | Nov. 16, 2022 | Mar. 30, 2021 | |
Repurchase of ordinary share of ZTO Express | ||||||
Repurchase of ordinary shares (in shares) | 42,501,325 | 36,074,242 | ||||
Share Price | $ 25.01 | $ 25.21 | ||||
Aggregate value of shares authorized to repurchase | $ 1,500 | $ 1,000 | $ 1,000 | $ 500 | ||
Period of share repurchase program | 1 year | 2 years |
Dividends (Details)
Dividends (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands | 12 Months Ended | |||||||||||
Mar. 14, 2023 CNY (¥) | Mar. 14, 2023 USD ($) $ / shares | Mar. 15, 2022 CNY (¥) | Mar. 15, 2022 USD ($) $ / shares | Mar. 16, 2021 CNY (¥) | Mar. 16, 2021 USD ($) $ / shares | Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 CNY (¥) | Dec. 31, 2021 USD ($) | |
Dividends. | ||||||||||||
Special dividend | $ 0.37 | $ 0.25 | $ 0.25 | |||||||||
Common stock dividend | ¥ 2,055,723 | $ 299,319 | ¥ 1,289,418 | $ 202,433 | ¥ 1,345,157 | $ 206,782 | ||||||
Payment of dividends | ¥ 2,072,509 | $ 291,907 | ¥ 1,323,205 | $ 191,847 | ¥ 1,353,969 | $ 212,467 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Benefit Plans | |||
Defined benefit plan contributions | ¥ 444,719 | ¥ 403,621 | ¥ 379,168 |
Segment Information (Details)
Segment Information (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
Segment Information | |
Number of reportable segments | 1 |
Restricted Net Assets (Details)
Restricted Net Assets (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted Net Assets | |||
Percentage of net income from subsidiaries and VIEs incorporated in the PRC to be appropriated to the statutory reserve | 10% | ||
Limit of statutory reserve fund as a percentage of registered capital, after which allocations to statutory reserve fund are no longer required | 50% | ||
Appropriation to statutory reserves | ¥ 8,952 | ¥ 78,326 | ¥ 0 |
Accumulated statutory reserves | 1,081,214 | ¥ 1,072,262 | |
Restricted net assets | ¥ 32,867,325 |
Subsequent Events (Details)
Subsequent Events (Details) - $ / shares | 1 Months Ended | ||||||||||
Mar. 25, 2024 | Mar. 24, 2024 | Mar. 23, 2024 | Mar. 22, 2024 | Mar. 19, 2024 | Mar. 14, 2023 | Mar. 15, 2022 | Mar. 16, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Subsequent Events | |||||||||||
Special dividend | $ 0.37 | $ 0.25 | $ 0.25 | ||||||||
2016 Share Incentive Plan | Restricted Share Units | Certain directors, executive officers and the employees | |||||||||||
Subsequent Events | |||||||||||
Number of share units granted | 535,955 | 497,956 | 525,595 | ||||||||
Subsequent Events | ADSs | |||||||||||
Subsequent Events | |||||||||||
Special dividend | $ 0.62 | ||||||||||
Subsequent Events | 2016 Share Incentive Plan | Restricted Share Units | Certain directors, executive officers and the employees | |||||||||||
Subsequent Events | |||||||||||
Number of share units granted | 743,366 | ||||||||||
Subsequent Events | 2024 Share Incentive Plan | |||||||||||
Subsequent Events | |||||||||||
Exercise price | $ 21.88 | ||||||||||
options vested | 34% | 33% | 33% | ||||||||
Subsequent Events | 2024 Share Incentive Plan | Options | Class A ordinary shares | Certain directors, executive officers and the employees | |||||||||||
Subsequent Events | |||||||||||
Options granted | 916,200 | ||||||||||
Subsequent Events | Employee Incentive Platform | Restricted Share Units | Class A ordinary shares | Certain directors, executive officers and the employees | |||||||||||
Subsequent Events | |||||||||||
Number of share units granted | 1,205,483 | ||||||||||
Value | $ 0 |
FINANCIAL STATEMENTS SCHEDULE_2
FINANCIAL STATEMENTS SCHEDULE I - CONDENSED BALANCE SHEETS (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands | Dec. 31, 2023 CNY (¥) shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 CNY (¥) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 CNY (¥) | Dec. 31, 2020 CNY (¥) |
ASSETS | ||||||
Cash and cash equivalents | ¥ 12,333,884 | $ 1,737,191 | ¥ 11,692,773 | ¥ 9,721,225 | ||
Short-term Investments | 7,454,633 | 1,049,963 | 5,753,483 | |||
Investments in equity investees including subsidiaries, consolidated VIE, VIE's subsidiaries | ¥ | 3,455,119 | 3,950,544 | ||||
Long-term investment | 12,170,881 | 1,714,233 | 7,322,545 | |||
TOTAL ASSETS | 88,465,221 | 12,460,066 | 78,523,586 | |||
LIABILITIES AND EQUITY | ||||||
Convertible senior notes | 7,029,550 | 990,091 | 6,788,971 | |||
Total Liabilities | 28,184,813 | 3,969,748 | 24,051,116 | |||
Shareholders' equity: | ||||||
Ordinary shares ( US$0.0001 par value; 10,000,000,000 shares authorized; 826,943,309 shares issued and 809,247,109 shares outstanding as of December 31, 2022; 812,866,663 shares issued and 804,719,252 shares outstanding as of December 31, 2023) | 525 | 74 | 535 | |||
Additional paid-in capital | 24,201,745 | 3,408,744 | 26,717,727 | |||
Treasury shares, at cost (11,671,525 and 3,000,000 shares as of December 31, 2022 and 2023, respectively) | (510,986) | (71,971) | (2,062,530) | |||
Retained earnings | 36,301,185 | 5,112,915 | 29,459,491 | |||
Accumulated other comprehensive loss | (190,724) | (26,862) | (86,672) | |||
Total Equity | 60,280,408 | 8,490,318 | 54,472,470 | 48,927,581 | ¥ 49,099,698 | |
TOTAL LIABILITIES AND EQUITY | ¥ 88,465,221 | $ 12,460,066 | ¥ 78,523,586 | |||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Ordinary shares, share authorized | 10,000,000,000 | 10,000,000,000 | 10,000,000,000 | 10,000,000,000 | ||
Ordinary shares, shares issued | 812,866,663 | 812,866,663 | 826,943,309 | 826,943,309 | ||
Ordinary shares, shares outstanding | 804,719,252 | 804,719,252 | 809,247,109 | 809,247,109 | ||
Treasury shares, at cost | 3,000,000 | 3,000,000 | 11,671,525 | 11,671,525 | ||
Related Party | ||||||
LIABILITIES AND EQUITY | ||||||
Amounts due to related parties | ¥ 234,683 | $ 33,054 | ¥ 49,138 | |||
Nonrelated Party [Member] | ||||||
LIABILITIES AND EQUITY | ||||||
Amounts due to related parties | 7,236,716 | 1,019,271 | 6,724,743 | |||
Reportable Legal Entities [Member] | ZTO EXPRESS (CAYMAN) INC. | ||||||
ASSETS | ||||||
Cash and cash equivalents | 8,881 | 1,251 | 70,937 | $ 9,991 | ¥ 621,034 | ¥ 3,443,624 |
Short-term Investments | 1,020,094 | 143,677 | 2,487,775 | |||
Investments in equity investees including subsidiaries, consolidated VIE, VIE's subsidiaries | 65,804,572 | 9,268,380 | 58,323,580 | |||
Long-term investment | 69,629 | 9,807 | ||||
TOTAL ASSETS | 66,903,176 | 9,423,115 | 60,882,292 | |||
LIABILITIES AND EQUITY | ||||||
Dividends Payable | 1,548 | 218 | 1,497 | |||
Convertible senior notes | 7,029,550 | 990,091 | 6,788,971 | |||
Total Liabilities | 7,101,431 | 1,000,215 | 6,853,741 | |||
Shareholders' equity: | ||||||
Ordinary shares ( US$0.0001 par value; 10,000,000,000 shares authorized; 826,943,309 shares issued and 809,247,109 shares outstanding as of December 31, 2022; 812,866,663 shares issued and 804,719,252 shares outstanding as of December 31, 2023) | 525 | 74 | 535 | |||
Additional paid-in capital | 24,201,745 | 3,408,744 | 26,717,727 | |||
Treasury shares, at cost (11,671,525 and 3,000,000 shares as of December 31, 2022 and 2023, respectively) | (510,986) | (71,971) | (2,062,530) | |||
Retained earnings | 36,301,185 | 5,112,915 | 29,459,491 | |||
Accumulated other comprehensive loss | (190,724) | (26,862) | (86,672) | |||
Total Equity | 59,801,745 | 8,422,900 | 54,028,551 | |||
TOTAL LIABILITIES AND EQUITY | ¥ 66,903,176 | $ 9,423,115 | ¥ 60,882,292 | |||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Ordinary shares, share authorized | 10,000,000,000 | 10,000,000,000 | 10,000,000,000 | 10,000,000,000 | ||
Ordinary shares, shares issued | 812,866,663 | 812,866,663 | 826,943,309 | 826,943,309 | ||
Ordinary shares, shares outstanding | 804,719,252 | 804,719,252 | 809,247,109 | 809,247,109 | ||
Treasury shares, at cost | 3,000,000 | 3,000,000 | 11,671,525 | 11,671,525 | ||
Reportable Legal Entities [Member] | ZTO EXPRESS (CAYMAN) INC. | Nonrelated Party [Member] | ||||||
LIABILITIES AND EQUITY | ||||||
Amounts due to related parties | ¥ 70,333 | $ 9,906 | ¥ 63,273 |
FINANCIAL STATEMENTS SCHEDULE_3
FINANCIAL STATEMENTS SCHEDULE I - CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | |
Operating expenses: | ||||
Other operating income, net | ¥ 770,651 | $ 108,544 | ¥ 774,578 | ¥ 789,503 |
Total operating expenses | (1,654,602) | (233,046) | (1,302,794) | (1,086,366) |
Interest expense | 289,533 | 40,780 | 190,521 | 126,503 |
Income from operations | 10,007,924 | 1,409,586 | 7,736,481 | 5,503,011 |
(Loss)/gain from fair value change at financial instruments | 164,517 | 23,172 | 46,246 | 52,909 |
Income before income tax and share of loss in equity method investments | 10,688,701 | 1,505,472 | 8,286,452 | 5,739,197 |
Income tax expense | (1,938,600) | (273,046) | (1,633,330) | (1,005,451) |
Share of profit in subsidiaries, VIE and equity method investments | 4,356 | 614 | 5,844 | (32,419) |
Net income attributable to ZTO Express (Cayman) Inc. | 8,749,004 | 1,232,272 | 6,809,056 | 4,754,827 |
Net income attributable to ordinary shareholders | 8,749,004 | 1,232,272 | 6,809,056 | 4,754,827 |
Other comprehensive income/(loss), net of tax of nil | ||||
Foreign currency translation adjustment | (104,052) | (14,655) | 155,432 | (146,533) |
Comprehensive income | 8,650,405 | 1,218,385 | 6,814,398 | 4,554,794 |
Other comprehensive income/(loss), net of tax of nil | 0 | 0 | 0 | |
Reportable Legal Entities [Member] | ZTO EXPRESS (CAYMAN) INC. | ||||
Operating expenses: | ||||
General and administrative | (260,613) | (36,707) | (197,209) | (251,146) |
Other operating income, net | 52,968 | 7,460 | 59,881 | 54,620 |
Total operating expenses | (207,645) | (29,247) | (137,328) | (196,526) |
Interest income | 79,737 | 11,231 | 22,927 | 72,987 |
Interest expense | (162,326) | (22,863) | (64,412) | (2,206) |
Income from operations | (290,234) | (40,879) | (178,813) | (125,745) |
(Loss)/gain from fair value change at financial instruments | 58,682 | 8,265 | 15,995 | (40,916) |
Income before income tax and share of loss in equity method investments | (231,552) | (32,614) | (162,818) | (166,661) |
Income tax expense | (26,270) | (3,700) | (19,987) | (23,101) |
Share of profit in subsidiaries, VIE and equity method investments | 9,006,826 | 1,268,586 | 6,991,861 | 4,944,589 |
Net income attributable to ZTO Express (Cayman) Inc. | 8,749,004 | 1,232,272 | 6,809,056 | 4,754,827 |
Net income attributable to ordinary shareholders | 8,749,004 | 1,232,272 | 6,809,056 | 4,754,827 |
Other comprehensive income/(loss), net of tax of nil | ||||
Foreign currency translation adjustment | (104,052) | (14,655) | 155,432 | (146,533) |
Comprehensive income | 8,644,952 | $ 1,217,617 | 6,964,488 | 4,608,294 |
Other comprehensive income/(loss), net of tax of nil | ¥ 0 | ¥ 0 | ¥ 0 |
FINANCIAL STATEMENTS SCHEDULE_4
FINANCIAL STATEMENTS SCHEDULE I - CONDENSED STATEMENTS OF CASH FLOWS (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||||
Sep. 29, 2020 CNY (¥) | Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 CNY (¥) | Dec. 31, 2021 USD ($) | |
Cash flows from operating activities: | |||||||
Net income | ¥ 8,754,457 | $ 1,233,040 | ¥ 6,658,966 | ¥ 4,701,327 | |||
Adjustments to reconcile net income to net cash used by operating activities | |||||||
Share-based compensation | 254,976 | 35,913 | 178,980 | 248,027 | |||
Gain of fair value changes of financial instruments | (164,517) | (23,172) | (46,246) | (52,909) | |||
Share of profit in subsidiaries and VIE | (4,356) | (614) | (5,844) | 32,419 | |||
Changes in operating assets and liabilities: | |||||||
Prepayments and other current assets | (753,431) | (106,119) | 59,313 | (774,302) | |||
Deferred tax expenses (benefits) | 157,782 | 22,223 | 244,616 | (192,091) | |||
Other current liabilities | 577,812 | 81,383 | 690,457 | 881,402 | |||
Net cash provided by operating activities | 13,360,967 | 1,881,851 | 11,479,308 | 7,220,217 | |||
Cash flows from investing activities | |||||||
Purchases of short-term investment | (11,261,190) | (1,586,105) | (9,563,852) | (13,193,447) | |||
Maturity of short-term investment | 9,798,273 | 1,380,058 | 6,713,982 | 14,054,096 | |||
Purchases of long-term investment | (10,090,353) | (1,421,196) | (6,388,768) | (225,000) | |||
Maturity of long-term investment | 5,240,732 | 738,142 | 284,000 | 845,110 | |||
Net cash used in investing activities | (12,252,751) | (1,725,762) | (16,041,890) | (8,756,533) | |||
Cash flows from financing activities | |||||||
Proceeds from issuance of ordinary shares, net of issuance cost and commission paid of RMB69,498 | ¥ 9,763,800 | ||||||
Payment of issuance cost | (228) | (887) | |||||
Payment of dividends | (2,072,509) | (291,907) | (1,323,205) | $ (191,847) | (1,353,969) | $ (212,467) | |
Convertible | 6,416,762 | ||||||
Repurchase of ordinary shares | (1,006,451) | (141,756) | (84,547) | (3,810,586) | |||
Proceeds from short-term borrowings | 12,279,050 | 1,729,468 | 7,669,943 | 6,944,722 | |||
Repayment of short-term borrowings | (9,924,563) | (1,397,845) | (5,883,561) | (4,918,934) | |||
Net cash (used in)/ provided by financing activities | (769,836) | (108,429) | 7,058,202 | (2,903,985) | |||
Effect of exchange rate changes on cash, cash equivalents | 109,843 | 15,471 | 338,106 | (150,430) | |||
Net increase (decrease) in cash and cash equivalents | 448,223 | 63,131 | 2,833,726 | (4,590,731) | |||
Cash, cash equivalents and restricted cash at beginning of year | 12,603,087 | 1,775,107 | 9,769,361 | 14,360,092 | |||
Cash, cash equivalents and restricted cash at end of year | 13,051,310 | 1,838,238 | 12,603,087 | 1,775,107 | 9,769,361 | ||
Cash, cash equivalents, beginning of year | 11,692,773 | 9,721,225 | |||||
Cash, cash equivalents, end of year | 12,333,884 | 1,737,191 | 11,692,773 | 9,721,225 | |||
Supplemental disclosure on non-cash information | |||||||
Cash dividends declared in payables | 7 | 1 | 730 | 321 | |||
Reportable Legal Entities [Member] | ZTO EXPRESS (CAYMAN) INC. | |||||||
Cash flows from operating activities: | |||||||
Net income | 8,749,004 | 1,232,272 | 6,809,056 | 4,754,827 | |||
Adjustments to reconcile net income to net cash used by operating activities | |||||||
Share-based compensation | 254,976 | 35,913 | 178,980 | 248,027 | |||
Gain of fair value changes of financial instruments | (58,682) | (8,265) | (15,995) | 40,916 | |||
Share of profit in subsidiaries and VIE | (9,006,826) | (1,268,586) | (6,991,861) | (4,944,589) | |||
Changes in operating assets and liabilities: | |||||||
Prepayments and other current assets | 13,013 | ||||||
Other current liabilities | 87,973 | 12,393 | 35,458 | (23,318) | |||
Net cash provided by operating activities | 26,445 | 3,727 | 15,638 | 88,876 | |||
Cash flows from investing activities | |||||||
Payment and collection of loans to and investments in subsidiaries, VIE and equity investees | 1,561,076 | 219,873 | (2,580,373) | (1,249,655) | |||
Purchases of short-term investment | (6,188,527) | (871,636) | (4,171,949) | (8,268,243) | |||
Maturity of short-term investment | 7,723,557 | 1,087,840 | 1,840,751 | 10,552,118 | |||
Purchases of long-term investment | (69,101) | (9,733) | |||||
Maturity of long-term investment | 645,110 | ||||||
Net cash used in investing activities | 3,027,005 | 426,344 | (4,911,571) | 1,679,330 | |||
Cash flows from financing activities | |||||||
Payment of issuance cost | (228) | (887) | |||||
Payment of dividends | (2,072,509) | (291,907) | (1,323,205) | (1,353,969) | |||
Convertible | 6,416,762 | ||||||
Repurchase of ordinary shares | (1,006,451) | (141,756) | (84,547) | (3,810,586) | |||
Proceeds from short-term borrowings | 1,362,060 | 191,842 | 655,520 | 647,386 | |||
Repayment of short-term borrowings | (1,379,140) | (194,248) | (1,442,104) | ||||
Net cash (used in)/ provided by financing activities | (3,096,040) | (436,069) | 4,222,198 | (4,518,056) | |||
Effect of exchange rate changes on cash, cash equivalents | (19,466) | (2,742) | 123,638 | (72,740) | |||
Net increase (decrease) in cash and cash equivalents | (62,056) | (8,740) | (550,097) | (2,822,590) | |||
Cash, cash equivalents, beginning of year | 70,937 | 9,991 | 621,034 | 3,443,624 | |||
Cash, cash equivalents, end of year | ¥ 8,881 | $ 1,251 | ¥ 70,937 | $ 9,991 | ¥ 621,034 |
FINANCIAL STATEMENTS SCHEDULE_5
FINANCIAL STATEMENTS SCHEDULE I - NOTES TO SCHEDULE I (Details) | Dec. 31, 2023 $ / ¥ ¥ / $ |
FINANCIAL STATEMENTS SCHEDULE I | |
Convenience translation rate | ¥ / $ | 7.0999 |
Reportable Legal Entities [Member] | ZTO EXPRESS (CAYMAN) INC. | |
FINANCIAL STATEMENTS SCHEDULE I | |
Convenience translation rate | $ / ¥ | 7.0999 |