ZTO Express (Cayman) Inc. (Stock Code: 2057) released an announcement detailing a proposed offering of US$1.5 billion in aggregate principal amount of convertible senior notes due 2031. The company’s share capital structure includes Class A ordinary shares (one vote per share) and Class B ordinary shares (ten votes per share). The new notes are planned to be offered outside the United States to non-U.S. persons that qualify as eligible institutional buyers, subject to market conditions and other factors.
According to the announcement, the company intends to use proceeds for (i) refinancing to fund near-term on-market repurchases of its Class A ordinary shares or ADSs pursuant to existing repurchase programs, (ii) funding a concurrent share repurchase and the premium of capped call transactions, and (iii) other general corporate purposes. The notes, if issued, will mature on March 1, 2031, unless earlier redeemed, repurchased, or converted. Holders may convert their notes at any time from the 40th day after issuance to the fifth scheduled trading day before the maturity date; upon conversion, the company may settle in cash, shares, or a combination of both.
The announcement outlines capped call transactions intended to mitigate potential dilution upon conversion of the notes. Concurrently, ZTO plans to repurchase a set number of Class A ordinary shares from some of the notes’ purchasers in off-market, privately negotiated transactions. The relevant waivers granted by the Hong Kong Stock Exchange and the Securities and Futures Commission enable ZTO to conduct these share repurchases on an overnight basis and to undertake the capped call transactions without breaching specific share buy-back requirements.
Further details in the official release underscore the notes’ redemption mechanics—permitting redemption under certain conditions (including tax or share-price triggers)—as well as the framework for potential additional share repurchases. The company will publish further announcements in accordance with regulatory disclosure requirements.