ZTO EXPRESS-W(02057) plans to issue $1.5 billion of notes at a premium of approximately 37.5%

ZTO EXPRESS-W (02057) Announcement, on February 4, 2026, the company (as the issuer) and the joint bookrunner (as the representative of the initial buyer of the notes). Subject to the "Conditions," the company agrees to sell to the initial buyers, and each initial buyer agrees (individually and not jointly) to purchase notes with a total principal amount of $1.5 billion, at a purchase price of 98.9% of the principal amount of the notes. The joint bookrunner has informed the company that the notes will be sold and placed with not less than six independent placing agents. The issue price of the notes is 100% of the principal amount of the notes, plus any accrued interest (if any) from February 9, 2026 (including that day). The initial conversion price (adjustable) is approximately $30.9473 per share of conversion shares (equivalent to approximately HK$241.79 per share), representing a premium of approximately 37.5% over the closing price of $22.51 per American depositary share on the NYSE on February 3, 2026 (the trading day before the purchase agreement date) (converted at the assumed exchange rate to Hong Kong Dollars). Based on estimated net proceeds of approximately $1,404.1 million and conversion shares of 48.4695 million shares convertible under the notes (excluding adjustments and compensation adjustments) (based on an initial conversion rate of 32.31 shares per $1,000 principal amount of notes), the company anticipates a net price per share of convertible shares of approximately $28.9692. The total face value of convertible shares is $48.4695 million, with a market value of $8.681 billion in Hong Kong Dollars, calculated based on the closing price of HK$179.10 per A class ordinary share on the Hong Kong Stock Exchange on the purchase agreement date. In terms of the pricing of the notes, the company has entered into limit call option trades with one or more initial buyers and/or their affiliates and/or other financial institutions (option counterparties). The premium for the limit call option trades is approximately $76.95 million, representing approximately 5.1% of the total principal amount of the notes. At the same time as the pricing of the notes, the company has agreed to repurchase approximately 182.544 million shares of A class ordinary shares through a joint bookrunner or their respective affiliates (as the company's agents) in off-market private transactions with several note purchasers (collectively accounting for approximately 2.29% of the shares issued and outstanding as of February 3, 2026; and approximately 37.66% of the convertible shares) (these transactions are referred to as "simultaneous share buybacks").