6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2023

Commission File Number: 001-37922

ZTO Express (Cayman) Inc.

Building One, No. 1685 Huazhi Road, Qingpu District
Shanghai, 201708
People's Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Exhibit Index

Exhibit 99.1 – Press Release – ZTO Announces Substantial Completion of Independent Investigation

Exhibit 99.2 – Announcement – Substantial Completion of Independent Investigation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ZTO Express (Cayman) Inc.

By	:	/s/ Huiping Yan
Name	:	Huiping Yan
Title	:	Chief Financial Officer

Date: April 20, 2023

EX-99.1

Exhibit 99.1

ZTO Announces Substantial Completion of Independent Investigation

SHANGHAI, April 20, 2023 /PRNewswire/ — ZTO Express (Cayman) Inc. (NYSE: ZTO and SEHK: 2057), a leading and fast-growing express delivery company in China (“ZTO” or the “Company”), today provided an update on the status of the previously announced independent investigation. As previously disclosed, shortly after the publication of a report issued by the short-seller firm Grizzly Research LLC (“Grizzly Research”) on March 2, 2023 (the “Initial Short Seller Report”), the audit committee of the Company’s board of directors (the “Audit Committee”) decided to conduct an independent investigation into the allegations made in the Initial Short Seller Report (the “Independent Investigation”). The Independent Investigation was conducted by the Audit Committee with the assistance of independent professional advisors, including an international law firm and forensic accounting experts from a major accounting firm that is not the Company’s auditor. The Independent Investigation also covered the allegations made in the additional short seller report published by Grizzly Research on March 17, 2023 (the “Additional Short Seller Report”). The Independent Investigation is now substantially complete. Based on findings of the Independent Investigation, the Audit Committee has concluded that the allegations in the Initial Short Seller Report and Additional Short Seller Report are not substantiated.

About ZTO

ZTO Express (Cayman) Inc. (NYSE: ZTO and SEHK: 2057) (“ZTO” or the “Company”) is a leading and fast-growing express delivery company in China. ZTO provides express delivery service as well as other value-added logistics services through its extensive and reliable nationwide network coverage in China.

ZTO operates a highly scalable network partner model, which the Company believes is best suited to support the significant growth of e-commerce in China. The Company leverages its network partners to provide pickup and last-mile delivery services, while controlling the mission-critical line-haul transportation and sorting network within the express delivery service value chain.

For more information, please visit http://zto.investorroom.com.

Safe Harbor Statement

This press release contains statements that may constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. ZTO may also make forward-looking statements in the Company’s periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its interim and annual reports to shareholders, in announcements, circulars or other publications made on the website of The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange” ), in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. These forward-looking statements can be identified by terminology, such as “ will,” “ expects,” “ anticipates,” “ future,” “ intends,” “ plans,” “ believes,” “ confidence,” “ estimates,” “likely to” and similar statements. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Potential risks and uncertainties include, but are not limited to, the development of the e-commerce industry in China, its significant reliance on the Alibaba ecosystem, risks associated with its network partners and their employees and personnel, intense competition which could adversely affect the Company’s results of operations and market share, any service disruption of the Company’s sorting hubs or the outlets operated by its network partners or its technology system. Further information regarding these and other risks is included in ZTO’s annual report on Form 20-Fs and other filings with the SEC and the Hong Kong Stock Exchange. All information provided in this press release is current as of the date hereof, and ZTO assumes no obligation to update such information, except as required under applicable law.

For investor and media inquiries, please contact:

ZTO Express (Cayman) Inc.

Investor Relations

E-mail: ir@zto.com

Phone: +86 21 5980 4508

2

EX-99.2

Exhibit 99.2

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

Under our weighted voting rights structure, our share capital comprises Class A ordinary shares and Class B ordinary shares. Each Class A ordinary share entitles the holder to exercise one vote, and each Class B ordinary share entitles the holder to exercise 10 votes, respectively, on all matters that require a shareholder’s vote. Shareholders and prospective investors should be aware of the potential risks of investing in a company with a weighted voting rights structure. Our American depositary shares, each representing one of our Class A ordinary shares, are listed on the New York Stock Exchange in the United States under the symbol ZTO.

ZTO Express (Cayman) Inc.

中通快遞(開曼)有限公司

(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)

(Stock Code: 2057)

ANNOUNCEMENT

SUBSTANTIAL COMPLETION OF INDEPENDENT INVESTIGATION

Reference is made to the announcements issued by ZTO Express (Cayman) Inc. (the “Company”) on March 3 and March 10, 2023 in relation to the publication of a report issued by short-seller firm Grizzly Research LLC (“Grizzly Research”) on March 2, 2023.

The Company today provided an update on the status of the previously announced independent investigation. As previously disclosed, shortly after the publication of a report issued by the short-seller firm Grizzly Research on March 2, 2023 (the “Initial Short Seller Report”), the audit committee of the Company’s board of directors (the “Audit Committee”) decided to conduct an independent investigation into the allegations made in the Initial Short Seller Report (the “Independent Investigation”). The Independent Investigation was conducted by the Audit Committee with the assistance of independent professional advisors, including an international law firm and forensic accounting experts from a major accounting firm that is not the Company’s auditor. The Independent Investigation also covered the allegations made in the additional short seller report published by Grizzly Research on March 17, 2023 (the “Additional Short Seller Report”). The Independent Investigation is now substantially complete. Based on findings of the Independent Investigation, the Audit Committee has concluded that the allegations in the Initial Short Seller Report and Additional Short Seller Report are not substantiated.

By order of the Board 

ZTO Express (Cayman) Inc.

Meisong LAI

Chairman

Hong Kong, April 20, 2023

As at the date of this announcement, the board of directors of the Company comprises Mr. Meisong LAI as the chairman, Mr. Jilei WANG and Mr. Hongqun HU as executive directors, Mr. Xing LIU and Mr. Zheng LIU as non-executive directors, Mr. Frank Zhen WEI, Mr. Qin Charles HUANG, Mr. Herman Cheng-Chun YU, Mr. Tsun-Ming (Daniel) KAO and Ms. Fang XIE as independent non-executive directors.