ZTO Express-W (02057.HK) to Acquire Remaining 36.2% of TuXi Tech for ~RMB1.3B, Achieving Full Ownership
ZTO Express (Cayman) Inc. (2057.HK) announced on June 22, 2026, that the Buyer, a wholly-owned subsidiary of the Company, has entered into share purchase agreements with various sellers on substantially similar terms, whereby the Buyer has conditionally agreed to purchase, and each seller has conditionally agreed to sell, all of their respective shares in TuXi Tech (being an aggregate of 567,500,000 shares, representing approximately 36.20% of the issued shares of TuXi Tech), for a total consideration of approximately RMB1,305.3 million.
As of the date of this announcement, TuXi Tech is a non-wholly-owned subsidiary of the Company, with the Buyer holding approximately 63.80% of its issued shares. Upon completion of the acquisition, the Group will hold all the issued shares of TuXi Tech, and TuXi Tech will become a wholly-owned subsidiary of the Company, with its financial results continuing to be consolidated into the Group's financial results. TuXi Tech and its subsidiaries are principally engaged in the provision of end-station services.
The consideration for the acquisition was determined after fair negotiation between the Buyer and the relevant sellers with reference to the assessed value per share of TuXi Tech. According to the valuation report dated June 15, 2026, issued by the independent valuer Zhongtonghua Asset Appraisal (Shanghai) Co., Ltd., the total equity value of TuXi Tech as at the valuation benchmark date (December 31, 2025) was approximately RMB3,613,527,700 under the asset-based approach. The acquisition price per share of TuXi Tech is RMB2.30.
Based on TuXi Tech's unaudited consolidated financial statements prepared under PRC GAAP for the two years ended December 31, 2024 and 2025, its profit before tax for the year ended December 31, 2024 was approximately RMB251,816.7 thousand, and profit after tax was approximately RMB234,839.6 thousand; for the year ended December 31, 2025, profit before tax was approximately RMB265,611.4 thousand, and profit after tax was approximately RMB228,842.8 thousand.
As of the date of this announcement, TUXI LMS, TUXI LJF and TUXI WJL are ultimately beneficially wholly-owned by Mr. Lai Meisong (an executive director and controlling shareholder of the Company), Mr. Lai Jianfa (a major shareholder of ZTO Express, the Company's consolidated affiliated entity) and Mr. Wang Jilei (an executive director of the Company), respectively. As TUXI LMS is ultimately beneficially wholly-owned by Mr. Lai Meisong and holds approximately 12.44% of TuXi Tech's total issued shares as of the date of this announcement, the share purchase agreements and the transactions contemplated thereunder constitute a connected transaction of the Company under Chapter 14A of the Hong Kong Listing Rules pursuant to Rule 14A.28. As the highest applicable percentage ratio exceeds 0.1% but is below 5%, the transaction is subject to the reporting and announcement requirements under Chapter 14A of the Hong Kong Listing Rules, but is exempt from the independent shareholders' approval requirement.
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