ZTO Express-W (ZTO Express (Cayman) Inc.; HKEX: 02057) reported that every item on the agenda at its Annual General Meeting held on 16 June 2026 received the required majority support under the company’s weighted-voting rights (WVR) structure.
Key outcomes
1. Financial Statements Approved • Shareholders adopted the audited consolidated financial statements and directors’ and auditor’s reports for the year ended 31 December 2025, with 99.90% of voting rights in favour (2.27 billion of 2.28 billion votes cast).
2. Board Composition Reconfirmed • Executive Director Hongqun Hu was re-elected with 99.42% support. • Non-executive Director Xing Liu was re-elected with 98.21% support.
3. Directors’ Remuneration • The Board was authorised to determine directors’ remuneration, endorsed by 99.99% of votes.
4. Auditor Re-appointment • Deloitte Touche Tohmatsu and Deloitte Touche Tohmatsu Certified Public Accountants LLP were re-appointed as the Company’s auditors for the 2026 fiscal year, backed by 97.61% of votes.
5. Capital Management Mandates • Issuance mandate: Directors may issue, allot or deal in additional Class A ordinary shares up to 20% of the total issued share capital (excluding treasury shares). The proposal passed with 95.27% approval, the lowest but still well above the required simple majority. • Repurchase mandate: Authority to buy back up to 10% of issued Class A ordinary shares secured near-unanimous support of 99.99%.
Voting structure and participation
• ZTO operates under a WVR regime: each Class A share carries one vote, while each Class B share carries ten votes. • At the record date, the company had 769.90 million shares outstanding—563.80 million Class A and 206.10 million Class B. After excluding shares held under employee incentive schemes, 762.30 million shares were eligible to vote, representing approximately 2.62 billion voting rights when weighted. • Participation was high, with over 2.28 billion votes cast on each resolution. Opposition peaked at 4.73% on the share-issuance mandate.
Governance notes
• No shareholders were entitled to attend and vote only by abstaining, and no parties stated an intention to vote against any resolution in advance. • Computershare Hong Kong Investor Services acted as scrutineer for the poll. • The meeting was attended by Chairman and Executive Director Meisong Lai, Executive Directors Jilei Wang and Hongqun Hu, Non-executive Director Xing Liu, and Independent Non-executive Directors Herman Yu and Fang Xie, either in person or via telecommunication.
Implications
The decisive approvals reinforce shareholder confidence in ZTO Express’s existing leadership, audit oversight and capital management flexibility. The renewed issuance and repurchase mandates provide the Board with tools to fund growth initiatives and manage share capital efficiently within the HKEX limits of 20% for new issues and 10% for buybacks.
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