
SHANGHAI, July 30, 2025 — ZTO Express (Cayman) Inc. (NYSE: ZTO and HKEX: 2057), a prominent and rapidly expanding express delivery firm in China (“ZTO” or the “Company”), today informed holders of its 1.50% Convertible Senior Notes due 2027 (CUSIP No. 98980AAB1) (referred to as the “Notes”) of their entitlement to a repurchase option. As per the Indenture dated as of August 29, 2022 (the “Indenture”) governing these Notes, between the Company and Citibank, N.A., as trustee, each note holder possesses the choice to demand the Company buy back all or a part of their Notes, provided the portion is an exact multiple of US$1,000 in principal value, in cash on September 2, 2025 (this is termed the “Repurchase Right”). This Repurchase Right will cease at 5:00 p.m., New York City time, on Thursday, August 28, 2025.
In compliance with regulations set by the United States Securities and Exchange Commission (the “SEC”), the Company plans to submit a Tender Offer Statement on Schedule TO. This statement will contain all necessary documents detailing the terms, conditions, and steps for utilizing the Repurchase Right. Neither the Company, its board of directors, nor its employees are providing any advice or suggestion to any note holder regarding whether to exercise or forgo the Repurchase Right.
This Repurchase Right grants each holder of the Notes the ability to demand the Company buy back their entire holding of Notes, or any portion that is an exact multiple of US$1,000 in principal. The buyback price for these Notes will be their full principal amount, along with any accrued and unpaid additional interest, if applicable, up to (but not including) September 2, 2025, designated as the “Repurchase Date” within the Indenture, and is subject to the conditions outlined in the Indenture and the Notes. According to the Indenture and Notes, the subsequent interest payment for the Notes is scheduled for September 1, 2025. Given that September 1, 2025, is a federal holiday, as per the Indenture and the Notes, on Tuesday, September 2, 2025 (the next business day), the Company will disburse accrued and unpaid interest on all Notes through August 31, 2025, to all record holders as of the close of business on Friday, August 15, 2025. As of July 29, 2025, the total principal amount of Notes currently held by investors was US$1,000,000,000.00. Should all outstanding Notes be presented for repurchase via the Repurchase Right, the total cash payment required would be US$1,000,000,000.00.
The period during which holders of the Notes can exercise their Repurchase Right begins today, July 30, 2025, at 9:00 a.m., New York City time. This period concludes at 5:00 p.m., New York City time, on Thursday, August 28, 2025. To activate the Repurchase Right, holders must adhere to the submission guidelines detailed in the Company’s Repurchase Right Notice to holders (the “Repurchase Right Notice”), which can be accessed via the Depository Trust Company. Notes that have been tendered can be withdrawn by holders in accordance with the Repurchase Right’s terms at any point before 5:00 p.m., New York City time, on Thursday, August 28, 2025, or as otherwise permitted by applicable law.
This press release serves solely for informational purposes and does not constitute an offer to buy, a request for an offer to buy, or a request for an offer to sell the Notes or any other securities issued by the Company. The offer to acquire the Notes will strictly adhere to, and the Notes can only be submitted in line with, the Company’s Repurchase Right Notice dated July 30, 2025 and accompanying documentation.
Holders of the Notes are advised to consult the Indenture for comprehensive details regarding the repurchase procedures. Any inquiries concerning the operational aspects of the repurchase should be directed to the Trustee by reaching out to Citibank, N.A. at or .
NOTE HOLDERS AND OTHER CONCERNED PARTIES ARE STRONGLY ADVISED TO REVIEW THE COMPANY’S SCHEDULE TO, THE REPURCHASE RIGHT NOTICE, AND ANY OTHER PERTINENT DOCUMENTS FILED WITH THE SEC ONCE THEY ARE ACCESSIBLE, AS THESE MATERIALS WILL PROVIDE CRUCIAL INFORMATION REGARDING ZTO EXPRESS (CAYMAN) INC. AND THE REPURCHASE RIGHT.
Documents submitted to the SEC will be accessible electronically free of charge on the SEC’s official website, . Furthermore, documents filed with the SEC can also be acquired at no cost from the Company’s own website, .
Information Regarding ZTO Express (Cayman) Inc.
ZTO Express (Cayman) Inc. (NYSE: ZTO and SEHK: 2057) (“ZTO” or the “Company”) stands as a prominent and rapidly expanding express delivery enterprise within China. ZTO offers express parcel delivery alongside other supplementary logistics solutions, leveraging its broad and dependable nationwide network across China.
ZTO employs a highly adaptable network partner model, a structure the Company considers optimal for facilitating the substantial expansion of e-commerce throughout China. The Company utilizes its network partners for pickup and final-mile delivery services, while concurrently managing the crucial long-haul transportation and sorting network—key components of the express delivery service value chain.
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ZTO Express (Cayman) Inc.
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Telephone: +86 21 5980 4508
SOURCE: ZTO Express (Cayman) Inc.