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September 13, 2023
Huiping Yan
Chief Financial Officer
ZTO Express (Cayman) Inc.
Building One, No. 1685 Huazhi Road
Qingpu District, Shanghai, 201708
People’s Republic of China
Re:ZTO Express (Cayman) Inc.
Form 20-F for the Fiscal Year ended December 31, 2022
Filed April 20, 2023
File No. 001-37922
Dear Huiping Yan:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year ended December 31, 2022
Key Information
Condensed Consolidating Financial Information of ZTO Express (Cayman) Inc., page 13
1.We note that you have schedules showing various eliminations made in consolidating the
results of operations of your subsidiaries and variable interest entities on pages 17 and 18.

Please explain to us your rationale for the disparate intercompany eliminations of revenue
and cost of revenues in the schedule for 2022 (i.e. removing RMB 733,687,000 more in
cost of revenues than revenues), having the apparent effect of reclassifying cost of
revenues to other operating income and enhancing your measure of gross profit.

Please identify any changes in circumstances, contractual arrangements, or accounting
policies underlying your calculations relative to the preceding two fiscal years.

 FirstName LastNameHuiping  Yan
 Comapany NameZTO Express (Cayman) Inc.
 September 13, 2023 Page 2
 FirstName LastNameHuiping  Yan
ZTO Express (Cayman) Inc.
September 13, 2023
Page 2

Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 166
2.We note your statement that you reviewed your register of members and public filings
made by your shareholders in connection with your required submission under paragraph
(a). Please supplementally describe any additional materials that were reviewed and tell us
whether you relied upon any legal opinions or third party certifications such as affidavits
as the basis for your submission. In your response, please provide a similarly detailed
discussion of the materials reviewed and legal opinions or third party certifications relied
upon in connection with the required disclosures under paragraphs (b)(2) and (3).

3.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm that none of the members of your board or the boards of your
consolidated foreign operating entities are officials of the Chinese Communist Party. For
instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your
determination. In addition, please tell us whether you have relied upon third party
certifications such as affidavits as the basis for your disclosure.

4.We note that your disclosures pursuant to Items 16I(b)(2), (b)(3), and (b)(5) are provided
for ZTO Express (Cayman), Inc. or the VIE. We also note from page 6 and your
list of subsidiaries in Exhibit 8.1 that you have subsidiaries in Hong Kong and countries
outside China that are not included in your VIE. Please note that Item 16I(b)
requires that you provide disclosures for yourself and your consolidated foreign operating
entities, including variable interest entities or similar structures.

•With respect to (b)(2), please supplementally clarify the jurisdictions in which your
consolidated foreign operating entities are organized or incorporated and provide the
percentage of your shares or the shares of your consolidated operating entities owned
by governmental entities in each foreign jurisdiction in which you have consolidated
operating entities in your supplemental response.

•With respect to (b)(3) and (b)(5), please provide the required information for you and
all of your consolidated foreign operating entities in your supplemental response.

5.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included
language that such disclosure is “to our knowledge.”

Please supplementally confirm without qualification, if true, that your articles and the
articles of your consolidated foreign operating entities do not contain wording from any
charter of the Chinese Communist Party.

 FirstName LastNameHuiping  Yan
 Comapany NameZTO Express (Cayman) Inc.
 September 13, 2023 Page 3
 FirstName LastName
Huiping  Yan
ZTO Express (Cayman) Inc.
September 13, 2023
Page 3
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Robert Babula, Staff Accountant at (202) 551-3339, or Gus Rodriguez,
Staff Accountant at (202) 551-3752 with any questions.  Please contact Austin Pattan at (202)
551-6756 or Andrew Mew at (202) 551-3377 if you have any questions about comments related
to your status as a Commission-Identified Issuer during your most recently completed fiscal year.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation