| Related Party Transactions |
16. 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 | 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 | 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. Jilei Wang | | Director and Vice President of Infrastructure Management |
16. Related Party Transactions (Continued) (a) The Company entered into the following transactions with its related parties: | | | | | | | Transactions | | Year ended December 31, | | | 2023 | | 2024 | | 2025 | | | RMB | | RMB | | RMB | Revenues: | | | | | | | Express delivery service revenue derived from Tonglu Antong Management LLP and its subsidiaries | | 253,948 | | — | | — | Express delivery service revenue from ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries | | 274,256 | | 203,071 | | 326,105 | Others | | 66,655 | | 110,934 | | 92,452 | Total | | 594,859 | | 314,005 | | 418,557 | Cost of revenues: | | | | | | | Transportation service fees paid to ZTO Supply Chain Management Co., Ltd. and its subsidiaries | | 862,944 | | 745,162 | | 582,489 | Freight services agency fees paid to ZTO Yun Leng Network Technology (Zhejiang) Co., Ltd. and its subsidiaries | | 119,005 | | 141,815 | | 120,085 | Purchases of supplies from Shanghai Mingyu Barcode Technology Ltd. | | 330,190 | | 360,266 | | 368,599 | Others | | 39,838 | | 68,662 | | 184,022 | Total | | 1,351,977 | | 1,315,905 | | 1,255,195 | Selling, General and Administrative： | | | | | | | Others | | — | | — | | 28,222 | Total | | — | | — | | 28,222 | Other operating income: | | | | | | | Property leasing income from ZTO Supply Chain Management Co., Ltd. and its subsidiaries | | 45,896 | | 45,292 | | 71,182 | Property leasing income from ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries | | 64,722 | | 76,481 | | 71,628 | Others | | 18,918 | | 14,456 | | 4,982 | Total | | 129,536 | | 136,229 | | 147,792 | Other income: | | | | | | | Interest income related to loan receivables from Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd | | 33,046 | | 23,362 | | 16,077 | Others | | 10,382 | | 8,464 | | 2,870 | Total | | 43,428 | | 31,826 | | 18,947 |
In November 2025, the Company acquired 100% equity interests of Zhejiang Xinglian Air Cargo Co., Ltd. from Zhongtong Yunleng Network Technology (Zhejiang) Co., Ltd. at a total cash consideration of RMB178,000, which approximately equals to the fair value of net assets acquired. 16. Related Party Transactions (Continued) (b) The Company had the following balances with its related parties: | | | | | | | As of December 31, | | | 2024 | | 2025 | | | RMB | | RMB | Amounts due to related parties | | | | | Shanghai Mingyu Barcode Technology Ltd. | | 37,277 | | 32,560 | ZTO Supply Chain Management Co., Ltd. and its subsidiaries(1) | | 118,874 | | 744,909 | ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries | | 12,700 | | 7,709 | ZTO Yunleng Network Technology (Zhejiang) Co., LTD and its subsidiaries | | 16,675 | | 244 | Others | | 17,240 | | 11,238 | Total | | 202,766 | | 796,660 |
Note: (1) | In December 2025, the Company received RMB686,293 from ZTO Freight as part of a group-level reorganization arrangement, representing the return of its original investment amount in ZTO Freight. The Company subsequently made a corresponding investment in ZTO LTL in early 2026. Through a series of contractual agreements entered into contemporaneously with ZTO Freight’s shareholders, the Company’s economic interest in the ZTO LTL group remained unchanged throughout the arrangement. The amount received as of December 31, 2025 was recorded in amount due to related parties in consolidated balance sheets. |
Other amounts due to related parties consisted of accounts payable to related parties for transportation, waybill material and deposits as of December 31, 2024 and 2025, respectively. Trade related amounts due to related parties are normally settled within one year. | | | | | | | As of December 31, | | | 2024 | | 2025 | | | RMB | | RMB | Amounts due from related parties | | | | | ZTO Cloud Warehouse Technology Co., Ltd. and its subsidiaries (1) | | 71,373 | | 81,176 | ZTO Supply Chain Management Co., Ltd. (2) | | 32,144 | | 304 | Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd. (3) (4) | | 53,810 | | 375,417 | Others | | 10,833 | | 20,968 | Total | | 168,160 | | 477,865 | Amounts due from related parties-non current | | | | | Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd. (4) | | 421,667 | | — | Total | | 421,667 | | — |
Notes: | (1) | The amount consisted of: (1) a three-to-six-month factoring loan to this related party, bearing an annualized interest rate of 6.44% with an outstanding balance of RMB29,040 as of December 31, 2024, and 6.34% with an outstanding balance of RMB46,884 as of December 31, 2025; and (2) accounts receivable from express delivery services and other receivables from property leasing services provided by the Company. |
| (2) | As of December 31, 2024, the amount comprised a three-to-nine-month factoring loan of RMB30,370 to this related party, bearing an annualized interest rate of 6.44%, which was fully repaid during 2025. Other receivables were generated from the property leasing service provided by the Company. |
16. Related Party Transactions (Continued) | (3) | On November 29, 2024, the Company entered into the Property Purchase Agreement with Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd, pursuant to which the Company agreed to purchase, and Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd agreed to sell, the properties at the aggregate consideration of RMB179,720. The deposit amount for this transaction totals 53,810 as of December 31, 2024. This transaction was completed in 2025. |
| (4) | 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. Mr. Jilei Wang, the Director of the Company, is the guarantor of this loan. In January 2025, Zhongkuai (Tonglu) Future City Industrial Development Co., Ltd repaid the RMB60,000 principal. The balance of principal was RMB400,000 and RMB340,000 as of December 31, 2024 and 2025 and interest receivable was RMB21,667 and RMB35,417 as of December 31, 2024 and 2025, respectively. |
Trade related amounts due from related parties are normally settled within one year.
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