China's courier franchise networks raced each other to the bottom on price because local station owners didn't share in the network's economics, so ZTO gave its own founder's shares away to make its biggest regional franchisees company shareholders instead — turning undercutting into self-harm.

问题

a franchise or dealer network's local operators are incentivized to maximize their own station's short-term revenue, including by undercutting price or service quality, even when doing so damages the shared brand and network economics that head office cannot fully police from a distance

背景

换别人会怎么做

The founder faced the choice common to any franchise consolidator, buy the fragmented regional operators out for cash to bring them under direct control, or continue writing and trying to enforce top-down rules against undercutting across thousands of geographically scattered, financially independent operators, a cash buyout that ZTO didn't have the capital to execute at scale.

他们看到了什么

Lai Meisong saw that the actual problem wasn't a lack of rules, head office could write policy against undercutting easily enough, it was that enforcing those rules across financially independent operators whose personal profit came from maximizing their own station's volume, even at the network's expense, was practically impossible from a distance. Rather than trying to police behavior he couldn't fully monitor, the fix was giving up his own equity to convert the largest regional franchisees into company shareholders, so damaging the shared network's economics through undercutting now directly cost the operator their own stake, replacing head-office enforcement with the operators' own self-interest.

那一手

Rather than a straight cash buyout, Lai Meisong gave up 20% of his own management shares and, together with compressed founder-level holdings, used a total of roughly 45% of company equity to acquire ZTO's largest regional operating companies through stock swaps instead of cash. Guangzhou's regional operator became a 14.5% shareholder of the consolidated company by the end of 2010; Beijing's operator merged in for 12.5% equity through 2011, with the former Beijing operator, Chen Jiahai, structured to cash out a portion (3.5 million yuan) rather than take a pure equity position. Former regional owners became salaried regional managers holding company stock rather than independent proprietors, converting them from local profit-maximizers into shareholders whose personal wealth now moved with the entire network's performance, including the shared transfer-hub infrastructure that price undercutting at the local level would otherwise degrade.

为什么管用

Acquiring ZTO's highest-volume regional operating companies through stock swaps rather than cash meant former regional owners became salaried managers holding company stock, converting their personal wealth from something tied to their own station's short-term revenue into something tied to the entire network's performance, including the shared transfer-hub infrastructure that local price undercutting would otherwise degrade. Because the incentive realignment came from genuine ownership rather than a contractual rule, the former operators had no financial reason left to undercut the network's pricing or skimp on service, since doing so now reduced the value of their own equity stake alongside everyone else's. This is why ZTO could consolidate its highest-volume, previously most fragmented regions without the cash a straight buyout would have required, and why it went on to become China's largest courier by parcel volume, avoiding the internal price wars and service fragmentation that hampered rival networks structured as looser franchise coalitions.

值了多少

The equity conversion let ZTO consolidate its highest-volume, previously most fragmented regions without the cash a straight buyout would have required, and gave the newly converted regional shareholders a direct financial reason to stop competing against the network's own economics. ZTO went on to become China's largest courier by parcel volume, handling roughly 53.7 billion parcels and holding about a 19.9% market share by 2019, and completed a U.S. IPO in 2016 — outcomes credited in Chinese logistics-industry coverage in part to this consolidation avoiding the internal price wars and service fragmentation that hampered rival networks structured as looser franchise coalitions.

什么时候会失灵

The mechanism depends on the founder or parent company having enough equity value and willingness to genuinely dilute ownership to make the exchange attractive to regional operators, a founder unwilling to give up meaningful equity, or a company whose equity wasn't yet valuable enough to be an attractive alternative to cash, couldn't replicate the same swap. It also depends on the converted shareholders' individual stakes actually being large enough to meaningfully change their behavior, a token equity grant too small to matter financially wouldn't shift incentives the way a genuinely significant stake, Guangzhou's operator became a 14.5% shareholder, did, meaning the alignment only works if the ownership transferred is substantial relative to what the operator was giving up. And this approach concentrates real governance complexity into managing new, sizable minority shareholders with their own interests and voice in company decisions, a founder who converts fragmented operators into shareholders trades operational fragmentation for a different kind of ongoing negotiation with now-empowered internal stakeholders, a tradeoff that worked for ZTO's specific scale and timing but requires genuine willingness to share both economics and influence, not just economics alone.

后来呢

ZTO's stock-swap consolidation of its regional franchise operators is cited in Chinese logistics and business coverage as a defining structural decision in the courier industry's shift from loose franchise coalitions toward tighter, incentive-aligned networks, and as an example of a founder diluting personal ownership deliberately in order to buy structural alignment rather than simply issuing top-down rules a distributed network could not be made to follow.

资料来源

1. [1]赖梅松的快递人生：中通何以实现赶超？物流指闻 (Logistics Fingertip, trade-press logistics industry site), 2021headscm.com
2. [2]平叛、削藩、控权，快递王朝崛起之谜界面新闻 (Jiemian News), 2020jiemian.com

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