ZTO Express-W (02057) disclosed on 22 June 2026 that its wholly owned subsidiary Rappy Holding Limited has entered into six separate but substantially similar share-purchase agreements to buy the remaining 567.50 million shares (36.20% equity interest) of TuXi Tech for a total cash consideration of RMB 1.31 billion, equivalent to RMB 2.30 per share.

Upon completion, ZTO Express-W’s stake in TuXi Tech will rise from 63.80% to 100%, converting the last-mile post operator into a wholly owned subsidiary. TuXi Tech’s financials are already consolidated into the Group and will continue to be so after the deal closes.

The sellers include several connected parties—TUXI LMS (12.44%, ultimately owned by Chairman and Executive Director Mr Meisong Lai), TUXI LJF (3.83%), and TUXI WJL (2.87%)—as well as three independent entities. As the highest applicable percentage ratio under Chapter 14A of the Hong Kong Listing Rules is above 0.1% but below 5%, the transaction requires announcement and reporting only; no independent shareholder approval is needed. Directors with deemed interests abstained from voting.

Pricing was benchmarked to an independent valuation by China Alliance Appraisal, which placed TuXi Tech’s equity value at RMB 3.61 billion as of 31 December 2025 using an asset-based approach. ZTO Express-W will fund the purchase entirely with internal resources.

TuXi Tech reported unaudited net profit after tax of RMB 234.84 million in 2024 and RMB 228.84 million in 2025 on total assets of RMB 1.29 billion as at year-end 2025.

Completion is subject to customary conditions precedent, including regulatory clearances and the absence of material adverse events. Investors are advised that the acquisition may or may not proceed.