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    ZTO Express (Cayman) Inc.

    Building One, No. 1685 Huazhi Road

    Qingpu District, Shanghai 201708

    People's Republic of China

September 27, 2023

VIA EDGAR

Mr. Gus Rodriguez

Mr. Robert Babula

Mr. Andrew Mew

Mr. Austin Pattan

Division of Corporation Finance

Office of Energy & Transportation

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: ZTO Express (Cayman) Inc. (the “Company”)

    Form 20-F for the Fiscal Year Ended December 31, 2022

    Filed April 20, 2023

    File No. 001-37922

Dear Mr. Rodriguez,
Mr. Babula, Mr. Mew and Mr. Pattan,

This letter sets forth the Company’s responses
to the comments contained in the letter dated September 13, 2023 from the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) regarding the Company’s annual report on Form 20-F for the fiscal
year ended December 31, 2022 filed with the Commission on April 20, 2023 (the “2022 Form 20-F”). The
Staff’s comments are repeated below in bold and are followed by the Company’s responses thereto. All capitalized terms used
but not defined in this letter shall have the meaning ascribed to such terms in the 2022 Form 20-F.

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.

Division of Corporation Finance

Office of Energy & Transportation

Securities and Exchange Commission

September 27, 2023

Page 2

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

The Company respectfully advises the
Staff that the disparate intercompany eliminations of revenue and cost of revenues in the schedule for 2022 were associated with the
intercompany lease arrangements.

The Company’s subsidiaries leased
certain land, buildings, equipment and trucks to the VIE and VIE’s subsidiaries. The VIE and VIE’s subsidiaries recorded
the rental fees under cost of revenues as the leased properties were used in their express delivery business to generate revenue, and
the Company’s subsidiaries recorded the rental income in either revenues or other operating income based on the subsidiaries’
primary business operations.

In 2020 and 2021, as part of the consolidation
process, all internal rental income from the abovementioned lease arrangements, the total amounts which were not material for both 2020
and 2021, was regrouped together into revenue. The elimination of the cost of revenue related to such lease arrangements in 2020 and
2021 was against the Company’s revenue.

In 2022, the aggregate amount from
all internal rental transactions became material, and given that the rental business is not directly related to the Company’s core
express delivery business, the Company regrouped all of the rental income generated from internal lease arrangements into other operating
income. Therefore, the elimination of cost of revenue related to such lease arrangements in 2022 was against the Company’s other
operating income.

The Company further advises the Staff
that the abovementioned intercompany transactions were fully eliminated and had no impact on revenue, cost of revenue, or gross profit
in the consolidated financial statements of the Company.

Other than as discussed above, there were no significant
changes in circumstances, contractual arrangements, or accounting policies underlying the Company’s calculations relative to 2020,
2021 and 2022.

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).

Division of Corporation Finance

Office of Energy & Transportation

Securities and Exchange Commission

September 27, 2023

Page 3

Paragraphs (a) and (b)(3) of
Item 16I

In connection with the required submission
under paragraph (a) and the required disclosure under (b)(3) of Item 16I, the Company respectfully supplements that it relied
on the Company’s register of members and the Schedules 13D, Schedules 13G and the amendments thereto (together, the “Beneficial
Ownership Reports”) filed by the Company’s major shareholders. The Company believes such reliance is reasonably sufficient
and practical, because such major shareholders are legally obligated to file beneficial ownership schedules with the Commission. Based
on the examination of the Company’s register of members, as well as the Beneficial Ownership Reports of the shareholders on record,
other than (i) Mr. Meisong Lai and Zto Lms Holding Limited, (ii) Mr. Jianfa Lai and Zto Ljf Holding Limited, (iii) Mr. Jilei
Wang and Zto Wjl Holding Limited, and (iv) Alibaba Group Holding Limited (through the Alibaba Entities), no shareholder beneficially
owned 5% or more of the Company’s total outstanding ordinary shares as of March 31, 2023. Based on the review of the public
filings:

 · Zto
                                            Lms Holding Limited is a British Virgin Islands company wholly owned by Mr. Meisong
                                            Lai through a trust and of which Mr. Meisong Lai is the sole director. As of March 31,
                                            2023, Zto Lms Holding Limited beneficially owned 4,025,182 Class A ordinary shares and
                                            206,100,000 Class B ordinary shares of the Company, representing 25.8% of the Company’s
                                            total outstanding shares and 77.6% of the Company’s aggregate voting power. Zto Lms
                                            Holding Limited is not owned or controlled by a governmental entity of mainland China;

 · Zto
                                            Ljf Holding Limited is a British Virgin Islands company wholly owned by Mr. Jianfa Lai
                                            through a trust and of which Mr. Jianfa Lai is the sole director. As of March 31,
                                            2023, Zto Ljf Holding Limited beneficially owned 66,219,041 Class A ordinary shares
                                            of the Company, representing 8.1% of the Company’s total outstanding shares and 2.5%
                                            of the Company’s aggregate voting power. Zto Ljf Holding Limited is not owned or controlled
                                            by a governmental entity of mainland China;

 · Zto
                                            Wjl Holding Limited is a British Virgin Islands company wholly owned by Mr. Jilei Wang
                                            through a trust and of which Mr. Jilei Wang is the sole director. As of March 31,
                                            2023, Zto Wjl Holding Limited beneficially owned 42,087,263 Class A ordinary shares
                                            of the Company, representing 5.2% of the Company’s total outstanding shares and 1.6%
                                            of the Company’s aggregate voting power. Zto Wjl Holding Limited is not owned or controlled
                                            by a governmental entity of mainland China; and

Division of Corporation Finance

Office of Energy & Transportation

Securities and Exchange Commission

September 27, 2023

Page 4

 · Alibaba
                                            Group Holding Limited is a public company listed on the New York Stock Exchange (NYSE: BABA)
                                            and The Stock Exchange of Hong Kong Limited (HKSE: 9988) (“Alibaba”).
                                            As reported in a Schedule 13D filed on June 21, 2018, by Alibaba Group Holding Limited,
                                            Alibaba ZT Investment Limited (“AZIL”), Cainiao Smart Logistics Investment
                                            Limited (“Cainiao”) and New Retail Strategic Opportunities Investments
                                            2 Limited (“NRF”) in connection with their beneficial ownership in the
                                            Company, Alibaba is deemed to be the beneficial owner of 71,941,287 Class A ordinary
                                            shares of the Company through shares held by AZIL, Cainiao, NRF, Taobao China Holding Limited
                                            and Cainiao Smart Logistics Network (Hong Kong) Limited (the “Alibaba Entities”).
                                            As of March 31, 2023, Alibaba beneficially owned 8.8% of the Company’s total outstanding
                                            shares, which represents 2.7% of the Company’s aggregate voting power. Based on public
                                            disclosure made by Alibaba, to the Company’s best knowledge, Alibaba is not owned or
                                            controlled by a governmental entity of mainland China.

In addition, based on the Company’s register of members
as of March 31, 2023, its shareholders on record included: (i) JPMorgan Chase Bank, N.A., (ii) HKSCC Nominees Limited,
(iii) SPVs wholly owned by individuals (including Zto Lms Holding Limited, Zto Ljf Holding Limited, and Zto Wjl Holding Limited),
(iv) an entity established for the benefit of the Company’s employees to receive cash incentives, and (v) the Alibaba
Entities.

JPMorgan Chase Bank, N.A. is the depositary of the Company’s
ADSs and acts as the attorney-in-fact for the ADS holders. HKSCC Nominees Limited is the nominee holder for the Company’s Class A
ordinary shares registered in its Hong Kong share registrar and admitted into the Central Clearing and Settlement System (CCASS) for
trading in Hong Kong. Given the Company’s large shareholder base across the United States and Hong Kong markets and the trading
volume of the Company’s ADSs and Class A ordinary shares, it would present an undue hardship for the Company to look through
and verify the background of each holder of the Company’s ADSs and Class A ordinary shares listed on these markets, and the
Company relied on the Beneficial Ownership Reports filed by the beneficial owners of 5% or more of the Company’s shares to identify
the Company’s principal shareholders that hold shares through JPMorgan Chase Bank, N.A. or HKSCC Nominees Limited. Based on such
public filings, none of the holders who own 5% or more of the Company’s shares is reported to be, or owned or controlled by, a
governmental entity in mainland China.

Further, as disclosed in the 2022 Form 20-F, Mr. Meisong
Lai held over a majority of the Company’s aggregate voting power as of March 31, 2023.

Based on the foregoing, the Company
believes that it is not owned or controlled by a governmental entity of mainland China and that the governmental entities in mainland
China do not have a controlling financial interest in the Company.

In addition, as disclosed in the 2022
Form 20-F, the Company is the primary beneficiary of the VIE. The Company has the power to direct the activities that most significantly
affect the economic performance of the VIE and receives the economic benefits from the VIE that could be significant to the VIE. Moreover,
none of the shareholders of the VIE is a governmental entity of mainland China. Therefore, the VIE is not owned or controlled by a governmental
entity of mainland China, and the governmental entities in mainland China do not have a controlling financial interest in the VIE.

Division of Corporation Finance

Office of Energy & Transportation

Securities and Exchange Commission

September 27, 2023

Page 5

Paragraph (b)(2) of Item 16I

The Company respectfully submits that,
as provided above, based on the Company’s register of members as of March 31, 2023, its shareholders on record included: (i) JPMorgan
Chase Bank, N.A., (ii) HKSCC Nominees Limited, (iii) SPVs wholly owned by individuals (including Zto Lms Holding Limited, Zto
Ljf Holding Limited, and Zto Wjl Holding Limited), (iv) an entity established for the benefit of the Company’s employees to
receive share incentives, and (v) the Alibaba Entities. The Company further submits that the jurisdictions in which its consolidated
foreign operating entities (including its subsidiaries and the VIE) as disclosed in Exhibit 8.1 of the 2022 Form 20-F (the
 “Consolidated Foreign Operating Entities”) are incorporated include mainland China, Hong Kong, and the British Virgin
Islands (the “Relevant Jurisdictions”).

In connection with the required disclosure
under paragraph (b)(2) of Item 16I, the Company respectfully submits that, as explained above, the Company has a large shareholder
base across the United States and Hong Kong markets and it would present an undue hardship for the Company to look through and verify
the background of holders of the Company’s ADSs and Class A ordinary shares. Therefore, the Company relied on the Beneficial
Ownership Reports filed by the beneficial owners of 5% or more of the Company’s shares to identify the Company’s principal
shareholders that hold shares through JPMorgan Chase Bank, N.A. or HKSCC Nominees Limited. Based on such public filings, none of the
holders who own 5% or more of the Company’s shares is reported to be, or owned or controlled by, a governmental entity in the Cayman
Islands or any of the Relevant Jurisdictions. Therefore, to the Company’s knowledge, no governmental entities in the Cayman Islands
or any of the Relevant Jurisdictions own shares of the Company.

The Company believes it is reasonably
sufficient to rely on register of members, and the Beneficial Ownership Reports, and respectfully submits that it did not rely upon any
legal opinions or third party certifications such as affidavits as the basis of its submission.

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 dete