UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2025
Commission File Number: 001-37385
Baozun Inc.
No. 1-9, Lane 510, West Jiangchang Road
Shanghai 200436
The People’s Republic of China
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Baozun Inc. | ||
By: | /s/ Catherine Zhu | |
Name: | Catherine Zhu | |
Title: | Chief Financial Officer |
Date: March 20, 2025
Exhibit Index
Exhibit 99.1 – Press Release |
Exhibit 99.2 – Annual Results Announcement For the Year Ended December 31, 2024
Safe Harbor Statement
This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident,” “potential,” “continues,” “ongoing,” “targets,” “guidance,” “going forward,” “outlook” or other similar expressions. Statements that are not historical facts, including but not limited to statements about Baozun’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to Baozun’s filings with the United States Securities and Exchange Commission and its announcements, notices or other documents published on the website of The Stock Exchange of Hong Kong Limited. All information provided in this announcement is as of the date hereof and is based on assumptions that Baozun believes to be reasonable as of this date, and Baozun undertakes no obligation to update such information, except as required under applicable law.
Exhibit 99.1
Baozun Announces Fourth Quarter and Fiscal Year 2024 Unaudited Financial Results
SHANGHAI, China, March 20, 2025 - Baozun Inc. (Nasdaq: BZUN and HKEX: 9991) (“Baozun”, the “Company” or the “Group”), a leading brand e-commerce solution provider and digital commerce enabler in China, today announced its unaudited financial results for the fourth quarter and fiscal year ended December 31, 2024.
Mr. Vincent Qiu, Chairman and Chief Executive Officer of Baozun, commented, “I am pleased that Baozun’s three-year transformation continues with strong momentum, as both BEC and BBM segments return to topline growth alongside bottom-line improvements. In the fourth quarter of 2024, we achieved 8% year-over-year revenue growth and remarkable growth in operating profit. With technology as our backbone, we drive digital innovations and AI applications to enhance efficiency, streamline omni-channel operations, and improve content creation for sustainable growth. As 2025 marks the transformation’s culmination, we remain committed to accelerating this shift, fostering an entrepreneurial, innovative and customer-centric approach to drive quality growth.”
Ms. Catherine Zhu, Chief Financial Officer of Baozun Inc., commented, “Baozun delivered solid topline growth in the fourth quarter of 2024, with E-Commerce revenue increasing by 6% and Brand Management revenue accelerating by 17% year-over-year. While investing in our strategic initiatives, we have also implemented comprehensive measures to enhance efficiency and optimize costs. These efforts drove a 16% increase in adjusted operating profits for our BEC segment and reduced adjusted operating loss for our BBM segment by 20% for the quarter. With healthy cash reserves, a continuing focus on financial discipline and innovation in technology, we remain confident in sustaining long-term profitability and growth.”
Fourth Quarter 2024 Financial Highlights
● | Total net revenues were RMB2,994.4 million (US$1410.2 million), representing an increase of 7.7% compared with RMB2,780.4 million in the same quarter of last year. |
● | Income from operations was RMB73.2 million (US$10.0 million), an improvement from RMB6.4 million in the same quarter of last year. Operating margin was 2.4%, improved from 0.2% for the same period of 2023. |
● | Non-GAAP income from operations2 was RMB103.3 million (US$14.2 million), an improvement of 36.6% from RMB75.7 million in the same quarter of last year. Non-GAAP operating margin was 3.5%, improved from 2.7% for the same period of 2023. |
● | Adjusted operating profit of E-Commerce3 was RMB137.4 million (US$18.8 million), an improvement of 16.3% from RMB118.2 million for the same period of 2023. |
1 This announcement contains translations of certain Renminbi (RMB) amounts into U.S. dollars (US$) at a specified rate solely for the convenience of the reader. Unless otherwise noted, the translation of RMB into US$ has been made at RMB7.2993 to US$1.00, the noon buying rate in effect on December 31, 2024 as set forth in the H.10 Statistical Release of the Federal Reserve Board.
2 Non-GAAP income (loss) from operations is a non-GAAP financial measure, which is defined as income (loss) from operations excluding the impact of share-based compensation expenses, amortization of intangible assets resulting from business acquisition, acquisition-related expenses, impairment of goodwill and cancellation fees of repurchased ADSs.
3 Following the acquisition of Gap Shanghai, the Group updated its operating segment structure resulting in two segments, which were (i) E-Commerce; (ii) Brand Management, for more information, please refer to Supplemental Information.
● | Adjusted operating loss of Brand Management3 narrowed to RMB34.2 million (US$4.7 million), an improvement of 19.7% from RMB42.5million for the same period of 2023. |
● | Net income attributable to ordinary shareholders of Baozun was RMB0.1 million (US$0.02 million), compared with net loss attributable to ordinary shareholders of Baozun was RMB48.4 million for the same period of 2023. |
● | Non-GAAP net income attributable to ordinary shareholders of Baozun4 was RMB45.7 million (US$6.3 million), an improvement of 58.9% from RMB28.8 million for the same period of 2023. |
● | Basic and diluted net income attributable to ordinary shareholders of Baozun per American Depositary Share (“ADS5”) were both RMB0.006, compared with basic and diluted net loss attributable to ordinary shareholders of Baozun per American Depositary Share were both RMB0.80 for the same period of 2023. |
● | Diluted non-GAAP net income attributable to ordinary shareholders of Baozun per ADS7 was RMB0.77 (US$0.11), compared with RMB0.47 for the same period of 2023. |
● | Cash and cash equivalents, restricted cash, and short-term investments totaled RMB2,915.9 million (US$399.5 million), as of December 31, 2024, compared with RMB3,072.8 million as of December 31, 2023. |
Fiscal Year 2024 Financial Highlights
● | Total net revenues were RMB9,422.2 million (US$1,290.8million), representing an increase of 6.9% compared with RMB8,812.0 million in the fiscal year of 2023. |
● | Loss from operations was RMB114.8 million (US$15.7 million), improved from RMB206.4 million in the fiscal year of 2023. Operating margin was negative 1.2%, compared with negative 2.3% for the fiscal year of 2023. |
● | Non-GAAP income from operations was RMB10.6 million (US$1.5 million), compared with non-GAAP loss from operations RMB23.7 million for the fiscal year of 2023. Non-GAAP operating margin was 0.1%, compared with negative 0.3% for the fiscal year of 2023. |
● | Adjusted operating profit of E-Commerce was RMB179.6 million (US$24.6 million), an improvement of 9.5% from RMB164.0 million for the fiscal year of 2023. |
4 Non-GAAP net income (loss) attributable to ordinary shareholders of Baozun is a non-GAAP financial measure, which is defined as net income (loss) attributable to ordinary shareholders of Baozun excluding the impact of share-based compensation expenses, amortization of intangible assets resulting from business acquisition, acquisition-related expenses, impairment of goodwill and investments, other-than-temporary impairment of equity method investments, cancellation fees of repurchased ADSs, fair value gain on derivative liabilities, gain on disposal/acquisition of subsidiaries, and unrealized investment loss (gain).
5 Each ADS represents three Class A ordinary shares.
6 The amount is less than RMB0.01.
7 Diluted non-GAAP net income (loss) attributable to ordinary shareholders of Baozun per ADS are non-GAAP financial measures, which is defined as non-GAAP net income (loss) attributable to ordinary shareholders of Baozun divided by weighted average number of shares used in calculating diluted net income (loss) per ordinary share multiplied by three.
● | Adjusted operating loss of Brand Management narrowed to RMB168.8 million (US$23.1 million), an improvement of 10.1% from RMB187.7 million for the fiscal year of 2023. |
● | Net loss attributable to ordinary shareholders of Baozun was RMB185.2 million (US$25.4 million), improved from RMB278.4 million for the fiscal year of 2023. |
● | Non-GAAP net loss attributable to ordinary shareholders of Baozun was RMB40.4 million (US$5.5 million), improved from RMB65.1 million for the fiscal year of 2023. |
● | Basic and diluted net loss attributable to ordinary shareholders of Baozun per American Depositary Share (“ADS”) were both RMB3.09 (US$0.42), compared with both RMB4.68 for the fiscal year of 2023. |
● | Diluted non-GAAP net loss attributable to ordinary shareholders of Baozun per ADS was RMB0.67 (US$0.09), compared with RMB1.09 for the fiscal year of 2023. |
Reconciliations of GAAP measures to non-GAAP measures presented above are included at the end of this results announcement.
Adjusted operating profits (losses) are included in the Segments data of Segment Information.
Business Highlights
Baozun e-Commerce, or “BEC”
BEC encompasses our China e-commerce businesses, including brand store operations, customer services, and value-added services in warehouse and logistics management, IT and digital marketing. During the quarter, total revenue from BEC increased by 6.0% year-over-year, primarily driven by higher demand from digital marketing and IT solutions. As of December 31, 2024, we served approximately 490 brand partners, compared to approximately 450 brand partners as of December 31, 2023. The increase in brand partners was mainly driven by greater engagement in our value-added services, aimed at enhancing the consumer experience.
Omni-channel expansion remains a key theme for our brand partners. By the end of the fourth quarter, approximately 48.8% of our brand partners engaged with us for store operations of at least two channels, compared to 44.7% at the end of same quarter of last year. For value-added services in warehouse and logistics management, IT and digital marketing, most brand partners engaged with us in an omni-channel basis, to enhance productivity and efficiency for their omni-channel development.
Baozun Brand Management, or “BBM”
The Company launched the BBM business line in 2023, to leverage its leading portfolio of technologies in service of brands, fostering deeper and longer relationships to drive sustainable business growth in China.
BBM provides holistic brand management, encompassing strategic and tactical positioning, branding and marketing, retail and e-commerce operations, supply chain and logistics, and technology enablement. We aim to leverage our portfolio of technologies to build longer and deeper relationships with brands. Currently, our Brand Management business line includes the Gap and Hunter brands. By the end of the fourth quarter of 2024, Gap and Hunter brands have 156 offline stores under our management.
Fourth Quarter 2024 Financial Results
Total net revenues were RMB2,994.4 million (US$410.2 million), an increase of 7.7% from RMB2,780.4 million in the same quarter of last year. The increase in total net revenues was driven by revenue growth in both the Company’s BEC and BBM business lines.
Total product sales revenue was RMB1,106.0 million (US$151.5 million), an increase of 5.0% compared with RMB1,053.0 million in the same quarter of last year, of which,
● | Product sales revenue of E-Commerce was RMB571.7 million (US$78.3 million), a decrease of 4.3% from RMB597.5 million in the same quarter of last year. The decrease was primarily attributable to lower sales from its brand portfolio under the distribution model in the appliances category, partially offset by the introduction of high-quality new distribution businesses. |
The following table sets forth a breakdown of product sales revenues of E-Commerce by key categories 8 for the periods indicated:
For the three months ended December 31, | ||||||||||||||||||
2023 | 2024 | |||||||||||||||||
RMB | % of Net Revenues |
RMB | US$ | % of Net Revenues |
YoY Change |
|||||||||||||
(In millions, except for percentage) | ||||||||||||||||||
Product Sales of E-Commerce | ||||||||||||||||||
Appliances | 255.6 | 8 | % | 220.5 | 30.2 | 7 | % | -14 | % | |||||||||
Beauty and cosmetics | 131.1 | 5 | % | 130.7 | 17.9 | 4 | % | 0 | % | |||||||||
Home and furnishing | 46.1 | 2 | % | 84.6 | 11.6 | 3 | % | 84 | % | |||||||||
Others | 164.7 | 6 | % | 135.9 | 18.6 | 5 | % | -17 | % | |||||||||
Total net revenues from product sales of E-Commerce | 597.5 | 21 | % | 571.7 | 78.3 | 19 | % | -4 | % |
● | Product sales revenue of Brand Management was RMB534.6 million (US$73.2 million), an increase of 17.3% from RMB455.5 million in the same quarter of last year. The increase was primarily driven by higher sales from the Gap brand, as the Company continued to optimize merchandising plans and enhance customer experience to boost sales in both its online and offline channels. |
Services revenue was RMB1,888.5 million (US$258.7 million), an increase of 9.3% from RMB1,727.4 million in the same quarter of last year. The increase was primarily attributable to a 16.2% year-over-year growth in online store operations, together with a 14.8% year-over-year growth in digital marketing and IT solutions, driven by content creation and technology monetization.
8 Key categories refer to the categories that accounted for no less than 10% of product sales of BEC during the periods indicated.
The following table sets forth a breakdown of services revenue by business models for the periods indicated:
For the three months ended December 31, | ||||||||||||||||||
2023 | 2024 | |||||||||||||||||
RMB | % of Net Revenues |
RMB | US$ | % of Net Revenues |
YoY Change |
|||||||||||||
(In millions, except for percentage) | ||||||||||||||||||
Services revenue | ||||||||||||||||||
Online store operations | 511.8 | 18 | % | 594.8 | 81.5 | 20 | % | 16 | % | |||||||||
Warehousing and fulfillment | 704.8 | 25 | % | 705.7 | 96.7 | 24 | % | 0 | % | |||||||||
Digital marketing and IT solutions | 549.4 | 20 | % | 630.5 | 86.3 | 20 | % | 15 | % | |||||||||
Inter-segment eliminations9 | (38.6 | ) | -1 | % | (42.5 | ) | (5.8 | ) | -1 | % | 10 | % | ||||||
Total net revenues from services | 1,727.4 | 62 | % | 1,888.5 | 258.7 | 63 | % | 9 | % |
Breakdown of total net revenues of online store operations of services revenue by key categories 10 for the periods indicated:
For the three months ended December 31, | ||||||||||||||||||
2023 | 2024 | |||||||||||||||||
RMB | % of Net Revenues |
RMB | US$ | % of Net Revenues |
YoY Change |
|||||||||||||
(In millions, except for percentage) | ||||||||||||||||||
Online store operations in Services revenue | ||||||||||||||||||
Apparel and accessories | 372.7 | 13 | % | 472.0 | 64.6 | 15 | % | 27 | % | |||||||||
Luxury | 123.2 | 4 | % | 126.9 | 17.3 | 4 | % | 3 | % | |||||||||
Sportswear | 133.9 | 5 | % | 157.6 | 21.6 | 5 | % | 18 | % | |||||||||
Other apparel | 115.6 | 4 | % | 187.5 | 25.7 | 6 | % | 62 | % | |||||||||
Others | 139.1 | 6 | % | 122.8 | 16.9 | 4 | % | -12 | % | |||||||||
Inter-segment eliminations11 | (18.6 | ) | -1 | % | (14.6 | ) | (2.0 | ) | 0 | % | -22 | % | ||||||
Total net revenues from online store operations in services | 493.2 | 18 | % | 580.2 | 79.5 | 19 | % | 18 | % |
Total operating expenses were RMB2,921.2 million (US$400.2 million), compared with RMB2,774.0 million in the same quarter of last year.
● | Cost of products was RMB773.9 million (US$106.0 million), compared with RMB737.8 million in the same quarter of last year. The increase was primarily due to an increase in product sales volume. |
● | Fulfillment expenses were RMB768.9 million (US$105.3 million), compared with RMB768.0 million in the same quarter of last year. Fulfillment expenses remained flat, which is in line with the warehousing and fulfillment service revenue. |
● | Sales and marketing expenses were RMB1,041.4 million (US$142.7 million), compared with RMB892.4 million in the same quarter of last year. The increase was mainly due to higher revenue contributions from digital marketing services for BEC, as well as increased marketing activities and expenses associated with the expansion of offline stores for BBM during the quarter. |
9 The inter-segment eliminations mainly consist of revenues from online store operations, digital marketing and IT services provided by E-Commerce to Gap, a brand under Brand Management.
10 Key categories refer to the categories that accounted for no less than 10% of services revenue during the periods indicated.
11 The inter-segment eliminations mainly consist of revenues from store operation services provided by E-Commerce to Gap, a brand under Brand Management.
● | Technology and content expenses were RMB146.6 million (US$20.1 million), compared with RMB140.8 million in the same quarter of last year. As the Company continued to implement cost control and efficiency improvements initiatives, technology and content expenses remained flat, despite strong double-digit net revenues growth in IT solutions. |
● | General and administrative expenses were RMB191.8 million (US$26.3 million), a decrease of 16.1% compared with RMB228.7 million in the same quarter of last year. The decrease was primarily due to the Company’s cost control initiatives and efficiency improvements. |
Income from operations was RMB73.2 million (US$10.0 million), significant improvement compared with RMB6.4 million in the same quarter of last year. The operating margin was 2.4%, compared with 0.2% in the same quarter of last year.
Non-GAAP income from operations was RMB103.3 million (US$14.2 million), an increase of 36.6% compared with RMB75.7 million in the same quarter of last year. Non-GAAP operating margin was 3.5%, an improvement from 2.7% in the same quarter of last year.
● | Adjusted operating profit of E-Commerce was RMB137.4 million (US$18.8 million), an improvement of 16.3% from RMB118.2 million in the same quarter of last year. |
● | Adjusted operating loss of Brand Management was RMB34.2 million (US$4.7 million), an improvement of 19.7% compared with RMB42.5million in the same quarter of last year. |
Unrealized investment gain was RMB20.9 million (US$2.9 million), compared with an unrealized investment loss of RMB8.4 million in the same quarter of last year. The unrealized investment gain of this quarter was mainly related to the increase in the trading price of iClick Interactive Asia Group Limited, or iClick Interactive, a public company listed on the Nasdaq Global Market that the Company invested in January 2021.
Impairment loss of investments was RMB14.4 million (US$2.0 million), compared with nil in the same quarter of last year. The impairment loss of investments during the period was primarily associated with certain equity investees.
Fair value change on financial instruments was a gain of RMB17.7 million (US$2.4 million), compared with nil in the same quarter of last year. The fair value change on financial instruments is mainly comprised of the gain recognized from the financial instruments the Company invested in during the second quarter of 2024.
Exchange loss was RMB11.5 million (US$1.6 million), due to exchange rate fluctuation in the quarter ended December 31, 2024, compared to exchange gain of RMB0.7 million in the same quarter last year.
Net income attributable to ordinary shareholders of Baozun was RMB0.1 million (US$0.02 million), compared with net loss attributable to ordinary shareholders of Baozun RMB48.4 million in the same quarter of last year.
Basic and diluted net income attributable to ordinary shareholders of Baozun per ADS were both RMB0.0012, compared with net loss of both RMB0.80 for the same period of 2023.
Non-GAAP net income attributable to ordinary shareholders of Baozun Inc. was RMB45.7 million (US$6.3 million), compared with Non-GAAP net loss attributable to ordinary shareholders of Baozun Inc. RMB28.8 million in the same quarter of last year.
Diluted non-GAAP net income attributable to ordinary shareholders of Baozun per ADS was RMB0.77 (US$0.11), compared with diluted non-GAAP net loss attributable to ordinary shareholders of Baozun per ADS was RMB0.47 for the same period of 2023.
12 The amount is less than RMB 0.01.
Fiscal Year 2024 Financial Results
Total net revenues were RMB9,422.2 million (US$1,290.8 million), an increase of 6.9% from RMB8,812.0 million in fiscal year 2023. The increase in total net revenues was driven by revenue growth in both the Company’s E-Commerce and BBM business lines.
Total product sales revenue was RMB3,466.9 million (US$475.0 million), compared with RMB3,357.2 million in the fiscal year of 2023, of which,
● | Product sales revenue of E-Commerce was RMB1,999.6 million (US$273.9 million), a decrease of 4.4% from RMB2,092.2 million in the fiscal year of 2023. The decrease was primarily attributable lower sales from the brand portfolio under the distribution model in the appliances category, fast-moving consumer goods and electronics categories, due to the macro-economic weakness, as well as the Company’s optimization of its brand portfolio in distribution model. |
The following table sets forth a breakdown of product sales revenues of E-Commerce by key categories for the years indicated:
For the fiscal year ended December 31, | ||||||||||||||||||
2023 | 2024 | |||||||||||||||||
RMB | % of Net Revenues |
RMB | US$ | % of Net Revenues |
YoY Change |
|||||||||||||
(In millions, except for percentage) | ||||||||||||||||||
Product Sales of E-Commerce | ||||||||||||||||||
Appliances | 936.3 | 11 | % | 852.5 | 116.8 | 9 | % | -9 | % | |||||||||
Beauty and cosmetics | 378.2 | 4 | % | 397.3 | 54.4 | 4 | % | 5 | % | |||||||||
Home and furnishing | 169.9 | 2 | % | 201.9 | 27.7 | 2 | % | 19 | % | |||||||||
Others | 607.8 | 7 | % | 547.9 | 75.0 | 6 | % | -10 | % | |||||||||
Total net revenues from product sales of E-Commerce | 2,092.2 | 24 | % | 1,999.6 | 273.9 | 21 | % | -4 | % |
● | Product sales revenue of Brand Management was RMB1,469.6 million (US$201.3 million), an increase of 16.2% from RMB1,265.0 million in the fiscal year of 2023. The increase was primarily driven by higher sales from the Gap brand, as the Company continued to optimize its merchandising plans and enhance customer experience to boost sales in both its online and offline channels. |
Services revenue was RMB5,955.3 million (US$815.9 million), an increase of 9.2% from RMB5,454.8 million in the fiscal year of 2023. The increase was primarily attributable to a 10.0% year-over-year growth in online store operations, together with a 22.2% year-over-year growth in digital marketing and IT solutions, driven by content creation and technology monetization.
The following table sets forth a breakdown of services revenue by business models for the years indicated:
For the fiscal year ended December 31, | ||||||||||||||||||
2023 | 2024 | |||||||||||||||||
RMB | % of Net Revenues |
RMB | US$ | % of Net Revenues |
YoY Change |
|||||||||||||
(In millions, except for percentage) | ||||||||||||||||||
Services revenue | ||||||||||||||||||
Online store operations | 1,604.7 | 18 | % | 1,765.4 | 241.9 | 19 | % | 10 | % | |||||||||
Warehousing and fulfillment | 2,194.4 | 25 | % | 2,189.2 | 299.9 | 22 | % | 0 | % | |||||||||
Digital marketing and IT solutions | 1,735.8 | 20 | % | 2,120.9 | 290.6 | 23 | % | 22 | % | |||||||||
Inter-segment eliminations13 | (80.1 | ) | -1 | % | (120.2 | ) | (16.5 | ) | -1 | % | 50 | % | ||||||
Total net revenues from services | 5,454.8 | 62 | % | 5,955.3 | 815.9 | 63 | % | 9 | % |
Breakdown of total net revenues of online store operations of services revenue by key categories for the years indicated:
For the fiscal year ended December 31, | ||||||||||||||||||
2023 | 2024 | |||||||||||||||||
RMB | % of Net Revenues |
RMB | US$ | % of Net Revenues |
YoY Change |
|||||||||||||
(In millions, except for percentage) | ||||||||||||||||||
Online store operations in Services revenue | ||||||||||||||||||
Apparel and accessories | 1,134.8 | 13 | % | 1,342.7 | 184.0 | 14 | % | 18 | % | |||||||||
Luxury | 406.4 | 4 | % | 407.0 | 55.8 | 4 | % | 0 | % | |||||||||
Sportswear | 419.1 | 5 | % | 487.1 | 66.7 | 5 | % | 16 | % | |||||||||
Other apparel | 309.3 | 4 | % | 448.6 | 61.5 | 5 | % | 45 | % | |||||||||
Others | 469.9 | 5 | % | 422.7 | 57.9 | 4 | % | -10 | % | |||||||||
Inter-segment eliminations14 | (44.4 | ) | -1 | % | (55.2 | ) | (7.6 | ) | -1 | % | 24 | % | ||||||
Total net revenues from online store operations in services | 1,560.3 | 17 | % | 1,710.2 | 234.3 | 17 | % | 10 | % |
Total operating expenses were RMB9,537.1 million (US$1,306.6 million), compared with RMB9,018.4 million in the fiscal year of 2023.
● | Cost of products was RMB2,473.8 million (US$338.9 million), compared with RMB2,409.1 million in the fiscal year of 2023. The increase was primarily due to an increase in product sales volume. |
● | Fulfillment expenses were RMB2,461.6 million (US$337.2 million), compared with RMB2,507.3 million in the fiscal year of 2023. The decrease was mainly due to the Company’s cost control initiatives and efficiency improvements. |
13 The inter-segment eliminations mainly consist of revenues from online store operations, digital marketing and IT services provided by E-Commerce to Gap, a brand under Brand Management.
14 The inter-segment eliminations mainly consist of revenues from store operation services provided by E-Commerce to Gap, a brand under Brand Management.
● | Sales and marketing expenses were RMB3,380.7 million (US$ 463.2 million), compared with RMB2,829.0 million in the fiscal year of 2023. The increase was mainly due to higher revenue contributions from digital marketing services for BEC, as well as increased marketing activities and expenses related to more offline stores for BBM during the year. |
● | Technology and content expenses were RMB550.3 million (US$75.4 million), compared with RMB505.2 million in the fiscal year of 2023. The increase was mainly due to more revenues from IT solutions during the year, partially offset by the Company’s cost control initiatives and efficiency improvements. |
● | General and administrative expenses were RMB719.2 million (US$98.5 million), compared with RMB855.9 million in the fiscal year of 2023. The decrease was primarily due to the Company’s cost control initiatives and efficiency improvements. |
Loss from operations was RMB114.8 million (US$15.7 million), significantly improved compared with RMB206.4 million in the fiscal year of 2023. Operating margin was negative 1.2%, compared with negative 2.3% in the fiscal year of 2023.
Non-GAAP income from operations was RMB10.6 million (US$1.5 million), compared with non-GAAP loss from operations RMB23.7 million in the fiscal year of 2023. Non-GAAP operating margin was 0.1%, an improvement from negative 0.3% in the fiscal year of 2023.
● | Adjusted operating profit of E-Commerce was RMB179.6 million (US$24.6 million), an improvement of 9.5% from RMB164.0 million in the fiscal year of 2023. |
● | Adjusted operating loss of Brand Management was RMB168.8 million (US$23.1 million), an improvement of 10.1% compared with RMB187.7 million in the fiscal year of 2023. |
Unrealized investment gain was RMB4.9 million (US$0.7 million), compared with an unrealized investment loss of RMB68.0 million in the fiscal year of 2023. The unrealized investment gain during the year was mainly related to the increase in the trading price of iClick Interactive Asia Group Limited, or iClick Interactive, a public company listed on the Nasdaq Global Market that the Company invested in January 2021.
Impairment loss of investments was RMB14.4 million (US$2.0 million), compared with nil in the fiscal year of 2023. The impairment loss of investments during the year was primarily associated with certain equity investees.
Fair value change on financial instruments was a gain of RMB11.8 million (US$1.6 million), compared with RMB24.5 million in the fiscal year of 2023. The fair value gain on financial instruments this year is mainly comprised of the gain recognized from the financial instruments the Company invested in during the second quarter of 2024, while the fair value gain on derivative liabilities last year was in connection with the equity contracts with a holder of non-controlling interest.
Exchange loss was RMB10.2 million (US$1.4 million), due to exchange rate fluctuation in the year ended December 31, 2024, compared to RMB8.5 million last year.
Net loss attributable to ordinary shareholders of Baozun narrowed to RMB185.2 million (US$25.4 million), an improvement from RMB278.4 million in the fiscal year of 2023.
Basic and diluted net loss attributable to ordinary shareholders of Baozun per ADS were both RMB3.09 (US$0.42 million), compared with both RMB4.68 in the fiscal year of 2023.
Non-GAAP net loss attributable to ordinary shareholders of Baozun Inc. was RMB40.4 million (US$5.5 million), compared with RMB65.1 million in the fiscal year of 2023.
Diluted non-GAAP net loss attributable to ordinary shareholders of Baozun per ADS was RMB0.67 (US$0.09), compared with RMB1.09 in the fiscal year of 2023.
Segment Information
(a) | Description of segments |
Following the acquisition of Gap Shanghai in February 2023, the Group updated its operating segments structure resulting in two segments, which were (i) E-Commerce and (ii) Brand Management;
The following summary describes the operations in each of the Group’s operating segment:
(i) | E-Commerce focuses on Baozun traditional e-commerce service business and comprises two business lines, BEC (Baozun E-Commerce) and BZI (Baozun International). |
a> | BEC includes our mainland China e-commerce businesses, such as brands’ store operations, customer services and value-added services in logistics and supply chain management, IT and digital marketing. | |
b> | BZI includes our e-commerce businesses outside of mainland China, including locations such as Hong Kong, Macau, Taiwan, South East Asia and Europe. |
(ii) | Brand Management engages in holistic brand management, encompassing strategic and tactical positioning, branding and marketing, retail and e-commerce operations, supply chain and logistics and technology enablement to leverage our portfolio of technologies to build into longer and deeper relationships with brands. Currently, the Company runs brand management operations for the Gap and Hunter brands in Greater China. |
(b) | Segments data |
The table below provides a summary of the Group’s reportable segment results for the three months ended December 31, 2023 and 2024:
For the three months ended December 31, | ||||||||
2023 | 2024 | |||||||
RMB | RMB | |||||||
Net revenues: | ||||||||
E-Commerce | 2,361,066 | 2,501,781 | ||||||
Brand Management | 457,961 | 535,475 | ||||||
Inter-segment eliminations * | (38,612 | ) | (42,811 | ) | ||||
Total consolidated net revenues | 2,780,415 | 2,994,445 | ||||||
Adjusted Operating Profits (Losses) **: | ||||||||
E-Commerce | 118,190 | 137,433 | ||||||
Brand Management | (42,535 | ) | (34,157 | ) | ||||
Inter-segment eliminations * | - | 41 | ||||||
Total Adjusted Operating Profits | 75,655 | 103,317 | ||||||
Unallocated expenses: | ||||||||
Share-based compensation expenses | (24,667 | ) | (15,171 | ) | ||||
Amortization of intangible assets resulting from business acquisition | (7,911 | ) | (7,901 | ) | ||||
Acquisition-related expenses | (1,467 | ) | - | |||||
Cancellation fees of repurchased ADSs | - | (101 | ) | |||||
Impairment of goodwill | (35,212 | ) | (6,934 | ) | ||||
Total other (expenses) income, net | (165 | ) | 21,315 | |||||
Profit before income tax and share of income (loss) in equity method investment | 6,233 | 94,525 |
The table below provides a summary of the Group’s reportable segment results for the fiscal years of 2023 and 2024:
For the fiscal year ended December 31, | ||||||||
2023 | 2024 | |||||||
RMB | RMB | |||||||
Net revenues: | ||||||||
E-Commerce | 7,621,114 | 8,070,271 | ||||||
Brand Management | 1,271,027 | 1,474,351 | ||||||
Inter-segment eliminations * | (80,128 | ) | (122,393 | ) | ||||
Total consolidated net revenues | 8,812,013 | 9,422,229 | ||||||
Adjusted Operating Profits (Losses) **: | ||||||||
E-Commerce | 163,990 | 179,622 | ||||||
Brand Management | (187,663 | ) | (168,767 | ) | ||||
Inter-segment eliminations * | - | (210 | ) | |||||
Total Adjusted Operating Profits (Losses) | (23,673 | ) | 10,645 | |||||
Unallocated expenses: | ||||||||
Share-based compensation expenses | (103,449 | ) | (81,601 | ) | ||||
Amortization of intangible assets resulting from business acquisition | (31,875 | ) | (36,257 | ) | ||||
Acquisition-related expenses | (12,171 | ) | - | |||||
Cancellation fees of repurchased ADSs | - | (678 | ) | |||||
Impairment of goodwill | (35,212 | ) | (6,934 | ) | ||||
Total other (expenses) income, net | (10,646 | ) | 21,838 | |||||
Loss before income tax and share of income (loss) in equity method investment | (217,026 | ) | (92,987 | ) |
*The inter-segment eliminations mainly consist of revenues from services provided by E-Commerce to Brand Management.
** Adjusted Operating (Losses) Profits represent segment (losses) profits, which is (loss) income from operations from each segment without allocating share-based compensation expenses, acquisition-related expenses and amortization of intangible assets resulting from business acquisition, cancellation fees of repurchased ADSs and impairment of goodwill.
Update in Share Repurchase Programs
On January 24, 2024, the Company’s board of directors (the “Board”) authorized the management to set up and implement a new share repurchase program under which the Company may repurchase up to US$20 million worth of its outstanding (i) American depositary shares (“ADSs”), each representing three Class A ordinary shares, and/or (ii) Class A ordinary shares over the next 12 months starting from January 24, 2024. As of January 17, 2025, the Company repurchased approximately 5.3 million of ADSs for approximately US$14.7 million under its share repurchase program through the open market.
Conference Call
The Company will host a conference call to discuss the earnings at 7:30 a.m. Eastern Time on Thursday, March 20, 2025 (7:30 p.m. Beijing time on the same day).
Dial-in details for the earnings conference call are as follows:
United States: | 1-888-317-6003 |
Hong Kong: | 800-963-976 |
Singapore: | 800-120-5863 |
Mainland China: | 4001-206-115 |
International: | 1-412-317-6061 |
Passcode: | 3445230 |
A replay of the conference call may be accessible through March 27, 2025 by dialing the following numbers:
United States: | 1-877-344-7529 |
International: | 1-412-317-0088 |
Canada: | 855-669-9658 |
Replay Access Code: | 7399162 |
A live webcast of the conference call will be available on the Investor Relations section of Baozun’s website at http://ir.baozun.com. An archived webcast will be available through the same link following the call.
Use of Non-GAAP Financial Measures
The Company also uses certain non-GAAP financial measures in evaluating its business. For example, the Company uses non-GAAP income (loss) from operations, non-GAAP net income (loss), non-GAAP net margin, non-GAAP net income (loss) attributable to ordinary shareholders of Baozun and diluted non-GAAP net income (loss) attributable to ordinary shareholders of Baozun per ADS, as supplemental measures to review and assess its financial and operating performance. The presentation of these non-GAAP financial measures is not intended to be considered in isolation, or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP.
The Company defines non-GAAP income (loss) from operations as income (loss) from operations excluding the impact of share-based compensation expenses, amortization of intangible assets resulting from business acquisition, acquisition-related expenses, impairment of goodwill and cancelation fees of repurchased. The Company defines non-GAAP net income (loss) as net (loss) income excluding the impact of share-based compensation expenses, amortization of intangible assets resulting from business acquisition, acquisition-related expenses, impairment of goodwill and investments, other-than-temporary impairment of equity method investments, cancellation fees of repurchased ADSs, fair value gain on derivative liabilities, loss (gain) on disposal/acquisition of subsidiaries, and unrealized investment loss (gain). The Company defines non-GAAP net income (loss) attributable to ordinary shareholders of Baozun as net income (loss) attributable to ordinary shareholders of Baozun excluding the impact of share-based compensation expenses, amortization of intangible assets resulting from business acquisition, acquisition-related expenses, impairment of goodwill and investments, other-than-temporary impairment of equity method investments, cancellation fees of repurchased ADSs, fair value gain on derivative liabilities, loss (gain) on disposal/acquisition of subsidiaries, and unrealized investment loss (gain). The Company defines diluted non-GAAP net income (loss) attributable to ordinary shareholders of Baozun per ADS as non-GAAP net income (loss) attributable to ordinary shareholders of Baozun divided by weighted average number of shares used in calculating net income (loss) per ordinary share multiplied by three.
The Company presents the non-GAAP financial measures because they are used by the Company’s management to evaluate the Company’s financial and operating performance and formulate business plans. Non-GAAP income (loss) from operations, non-GAAP net income (loss), non-GAAP net income (loss) attributable to ordinary shareholders of Baozun and Non-GAAP net income (loss) attributable to ordinary shareholders of Baozun per ADS reflect the Company’s ongoing business operations in a manner that allows more meaningful period-to-period comparisons. The Company believes that the use of the non-GAAP financial measures facilitates investors to understand and evaluate the Company’s current operating performance and future prospects in the same manner as management does, if they so choose. The Company also believes that the non-GAAP financial measures provide useful information to both management and investors by excluding certain expenses, gain/loss and other items that are not expected to result in future cash payments or that are non-recurring in nature or may not be indicative of the Company’s core operating results and business outlook.
The non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. The non-GAAP financial measures have limitations as analytical tools. One of the key limitations of using non-GAAP income (loss) from operations, non-GAAP net income (loss), non-GAAP net income (loss) attributable to ordinary shareholders of Baozun, and non-GAAP net income (loss) attributable to ordinary shareholders of Baozun per ADS is that they do not reflect all items of income and expense that affect the Company’s operations. Further, the non-GAAP measures may differ from the non-GAAP measures used by other companies, including peer companies, potentially limiting the comparability of their financial results to the Company’s. In light of the foregoing limitations, the non-GAAP income (loss) from operations, non-GAAP operating margin, non-GAAP net income (loss), non-GAAP net margin, non-GAAP net income (loss) attributable to ordinary shareholders of Baozun and non-GAAP net income (loss) attributable to ordinary shareholders of Baozun per ADS for the period should not be considered in isolation from or as an alternative to income (loss) from operations, operating margin, net income (loss), net margin, net income (loss) attributable to ordinary shareholders of Baozun and net income (loss) attributable to ordinary shareholders of Baozun per ADS, or other financial measures prepared in accordance with U.S. GAAP.
The Company compensates for these limitations by reconciling the non-GAAP financial measures to the nearest U.S. GAAP performance measures, which should be considered when evaluating the Company’s performance. The company encourages you to review the company’s financial information in its entirety and not rely on a single financial measure. For reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures, please see the section of the accompanying tables titled, “Reconciliations of GAAP and Non-GAAP Results.”
Safe Harbor Statements
This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident,” “potential,” “continues,” “ongoing,” “targets,” “guidance,” “going forward,” “looking forward,” “outlook” or other similar expressions. Statements that are not historical facts, including but not limited to statements about Baozun’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to Baozun’s filings with the United States Securities and Exchange Commission and its announcements, notices or other documents published on the website of The Stock Exchange of Hong Kong Limited. All information provided in this announcement is as of the date hereof and is based on assumptions that Baozun believes to be reasonable as of this date, and Baozun undertakes no obligation to update such information, except as required under applicable law.
About Baozun Inc.
Founded in 2007, Baozun Inc. is a leader in brand e-commerce service, brand management, and digital commerce service. It serves approximately 490 brands from various industries and sectors around the world, including East and Southeast Asia, Europe and North America as of December 31, 2024.
Baozun Inc. comprises three major business lines – Baozun e-Commerce (BEC), Baozun Brand Management (BBM) and Baozun International (BZI) and is committed to accelerating high-quality and sustainable growth. Driven by the principle that “Technology Empowers the Future Success”, Baozun’s business lines are devoted to empowering their clients’ business and navigating their new phase of development.
For more information, please visit http://ir.baozun.com.
For investor and media inquiries, please contact:
Baozun Inc.
Ms. Wendy Sun
Email: ir@baozun.com
Baozun Inc.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
As of | ||||||||||||
December 31,
2023 |
December 31, 2024 |
December 31,
2024 |
||||||||||
RMB | RMB | US$ | ||||||||||
ASSETS | ||||||||||||
Current assets | ||||||||||||
Cash and cash equivalents | 2,149,531 | 1,289,323 | 176,636 | |||||||||
Restricted cash | 202,764 | 354,991 | 48,634 | |||||||||
Short-term investments | 720,522 | 1,271,618 | 174,211 | |||||||||
Accounts receivable, net | 2,184,729 | 2,033,778 | 278,626 | |||||||||
Inventories | 1,045,116 | 1,117,439 | 153,089 | |||||||||
Advances to suppliers | 311,111 | 404,353 | 55,396 | |||||||||
Derivative financial assets | - | 11,557 | 1,583 | |||||||||
Prepayments and other current assets | 590,350 | 724,091 | 99,200 | |||||||||
Amounts due from related parties | 86,661 | 7,021 | 962 | |||||||||
Total current assets | 7,290,784 | 7,214,171 | 988,337 | |||||||||
Non-current assets | ||||||||||||
Long term investments | 359,129 | 341,687 | 46,811 | |||||||||
Property and equipment, net | 851,151 | 822,229 | 112,645 | |||||||||
Intangible assets, net | 306,420 | 357,307 | 48,951 | |||||||||
Land use right, net | 38,464 | 37,438 | 5,129 | |||||||||
Operating lease right-of-use assets | 1,070,120 | 767,376 | 105,130 | |||||||||
Goodwill | 312,464 | 362,399 | 49,648 | |||||||||
Other non-current assets | 45,316 | 69,886 | 9,574 | |||||||||
Deferred tax assets | 200,628 | 234,508 | 32,127 | |||||||||
Total non-current assets | 3,183,692 | 2,992,830 | 410,015 | |||||||||
Total assets | 10,474,476 | 10,207,001 | 1,398,352 | |||||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||
Current liabilities | ||||||||||||
Short-term loan | 1,115,721 | 1,220,957 | 167,270 | |||||||||
Accounts payable | 563,562 | 620,679 | 85,033 | |||||||||
Notes payable | 506,629 | 461,179 | 63,181 | |||||||||
Income tax payables | 18,768 | 26,559 | 3,638 | |||||||||
Accrued expenses and other current liabilities | 1,188,179 | 1,169,547 | 160,228 | |||||||||
Derivative liabilities | - | 130 | 18 | |||||||||
Amounts due to related parties | 32,118 | 5,369 | 735 | |||||||||
Current operating lease liabilities | 332,983 | 243,137 | 33,310 | |||||||||
Total current liabilities | 3,757,960 | 3,747,557 | 513,413 | |||||||||
Non-current liabilities | ||||||||||||
Deferred tax liabilities | 24,966 | 32,783 | 4,491 | |||||||||
Long-term operating lease liabilities | 799,096 | 597,805 | 81,899 | |||||||||
Other non-current liabilities | 40,718 | 48,277 | 6,614 | |||||||||
Total non-current liabilities | 864,780 | 678,865 | 93,004 | |||||||||
Total liabilities | 4,622,740 | 4,426,422 | 606,417 |
Baozun Inc.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except for share and per share data)
As of | ||||||||||||
December 31, 2023 |
December 31,
2024 |
December 31,
2025 |
||||||||||
RMB | RMB | US$ | ||||||||||
Redeemable non-controlling interests | 1,584,858 | 1,670,379 | 228,841 | |||||||||
Baozun Inc. shareholders’ equity: | ||||||||||||
Class A ordinary shares (US$0.0001 par value; 470,000,000 shares authorized, 167,901,880 and 175,668,586 shares issued, 167,901,880 and 161,337,586 shares outstanding, as of December 31, 2023, and December 31, 2024, respectively) | 93 | 95 | 13 | |||||||||
Class B ordinary shares (US$0.0001 par value; 30,000,000 shares authorized, 13,300,738 shares issued and outstanding as of December 31, 2023, and December 31, 2024) | 8 | 8 | 1 | |||||||||
Additional paid-in capital | 4,571,439 | 4,646,631 | 636,586 | |||||||||
Treasury shares (nil and 14,331,000 shares as of December 31, 2023, and December 31, 2024, respectively) | - | (95,502 | ) | (13,084 | ) | |||||||
Accumulated deficit | (506,587 | ) | (691,785 | ) | (94,775 | ) | ||||||
Accumulated other comprehensive income | 32,251 | 54,575 | 7,477 | |||||||||
Total Baozun Inc. shareholders’ equity | 4,097,204 | 3,914,022 | 536,218 | |||||||||
Non-controlling interests | 169,674 | 196,178 | 26,876 | |||||||||
Total Shareholders’ equity | 4,266,878 | 4,110,200 | 563,094 | |||||||||
Total liabilities, redeemable non-controlling interests and shareholders’ equity | 10,474,476 | 10,207,001 | 1,398,352 |
Baozun Inc.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands, except for share and per share data and per ADS data)
For the three months ended December 31, | For the year ended December 31, | |||||||||||||||||
2023 | 2024 | 2023 | 2024 | |||||||||||||||
RMB | RMB | US$ | RMB | RMB | US$ | |||||||||||||
Net revenues | ||||||||||||||||||
Product sales (1) | 1,053,022 | 1,105,971 | 151,517 | 3,357,202 | 3,466,928 | 474,967 | ||||||||||||
Services | 1,727,392 | 1,888,474 | 258,720 | 5,454,811 | 5,955,301 | 815,873 | ||||||||||||
Total net revenues | 2,780,414 | 2,994,445 | 410,237 | 8,812,013 | 9,422,229 | 1,290,840 | ||||||||||||
Operating expenses (2) | ||||||||||||||||||
Cost of products | (737,813 | ) | (773,887 | ) | (106,022 | ) | (2,409,110 | ) | (2,473,804 | ) | (338,910 | ) | ||||||
Fulfillment (3) | (768,028 | ) | (768,863 | ) | (105,334 | ) | (2,507,306 | ) | (2,461,591 | ) | (337,237 | ) | ||||||
Sales and marketing (3) | (892,401 | ) | (1,041,421 | ) | (142,674 | ) | (2,829,016 | ) | (3,380,724 | ) | (463,157 | ) | ||||||
Technology and content (3) | (140,788 | ) | (146,589 | ) | (20,083 | ) | (505,203 | ) | (550,289 | ) | (75,389 | ) | ||||||
General and administrative (3) | (228,697 | ) | (191,822 | ) | (26,280 | ) | (855,914 | ) | (719,157 | ) | (98,524 | ) | ||||||
Other operating income, net | 28,923 | 8,281 | 1,134 | 123,368 | 55,445 | 7,596 | ||||||||||||
Impairment of goodwill | (35,212 | ) | (6,934 | ) | (950 | ) | (35,212 | ) | (6,934 | ) | (950 | ) | ||||||
Total operating expenses | (2,774,016 | ) | (2,921,235 | ) | (400,209 | ) | (9,018,393 | ) | (9,537,054 | ) | (1,306,571 | ) | ||||||
Income (loss) from operations | 6,398 | 73,210 | 10,028 | (206,380 | ) | (114,825 | ) | (15,731 | ) | |||||||||
Other income (expenses) | ||||||||||||||||||
Interest income | 19,508 | 18,298 | 2,507 | 82,113 | 68,752 | 9,419 | ||||||||||||
Interest expense | (9,436 | ) | (9,619 | ) | (1,318 | ) | (41,344 | ) | (38,987 | ) | (5,341 | ) | ||||||
Unrealized investment (loss) gain | (8,352 | ) | 20,851 | 2,857 | (68,031 | ) | 4,851 | 665 | ||||||||||
(Loss) gain on disposal/acquisition of subsidiaries | (2,620 | ) | - | - | 631 | - | - | |||||||||||
Impairment loss of investments | - | (14,403 | ) | (1,973 | ) | - | (14,403 | ) | (1,973 | ) | ||||||||
Fair value change on financial instruments | - | 17,654 | 2,419 | 24,515 | 11,838 | 1,622 | ||||||||||||
Exchange gain (loss) | 735 | (11,466 | ) | (1,571 | ) | (8,530 | ) | (10,213 | ) | (1,399 | ) | |||||||
Gain (loss) before income tax | 6,233 | 94,525 | 12,949 | (217,026 | ) | (92,987 | ) | (12,738 | ) | |||||||||
Income tax expense (4) | (5,952 | ) | (28,443 | ) | (3,897 | ) | (12,003 | ) | (20,739 | ) | (2,841 | ) | ||||||
Share of (loss) income in equity method investment, net of tax of nil (5) | (2,264 | ) | (23,930 | ) | (3,278 | ) | 6,253 | (24,658 | ) | (3,378 | ) | |||||||
Net (loss) income | (1,983 | ) | 42,152 | 5,774 | (222,776 | ) | (138,384 | ) | (18,957 | ) | ||||||||
Net (income) loss attributable to noncontrolling interests | (22,368 | ) | (18,253 | ) | (2,501 | ) | (9,677 | ) | 1,990 | 273 | ||||||||
Net income attributable to redeemable noncontrolling interests | (24,063 | ) | (23,770 | ) | (3,256 | ) | (45,969 | ) | (48,804 | ) | (6,686 | ) | ||||||
Net (loss) income attributable to ordinary shareholders of Baozun Inc. | (48,414 | ) | 129 | 17 | (278,422 | ) | (185,198 | ) | (25,370 | ) | ||||||||
Net (loss) income per share attributable to ordinary shareholders of Baozun Inc.: | ||||||||||||||||||
Basic | (0.27 | ) | 0.00 | * | 0.00 | * | (1.56 | ) | (1.03 | ) | (0.14 | ) | ||||||
Diluted | (0.27 | ) | 0.00 | * | 0.00 | * | (1.56 | ) | (1.03 | ) | (0.14 | ) | ||||||
Net (loss) income per ADS attributable to ordinary shareholders of Baozun Inc.: | ||||||||||||||||||
Basic | (0.80 | ) | 0.00 | * | 0.00 | * | (4.68 | ) | (3.09 | ) | (0.42 | ) | ||||||
Diluted | (0.80 | ) | 0.00 | * | 0.00 | * | (4.68 | ) | (3.09 | ) | (0.42 | ) | ||||||
Weighted average shares used in calculating net loss per ordinary share | ||||||||||||||||||
Basic | 180,642,328 | 176,942,201 | 176,942,201 | 178,549,849 | 179,678,986 | 179,678,986 | ||||||||||||
Diluted | 180,642,328 | 178,685,466 | 178,685,466 | 178,549,849 | 179,678,986 | 179,678,986 | ||||||||||||
Net (loss) income | (1,983 | ) | 42,152 | 5,774 | (222,776 | ) | (138,384 | ) | (18,957 | ) | ||||||||
Other comprehensive income, net of tax of nil: | ||||||||||||||||||
Foreign currency translation adjustment | (23,783 | ) | 24,732 | 3,388 | 16,573 | 22,324 | 3,058 | |||||||||||
Comprehensive (loss) income | (25,766 | ) | 66,884 | 9,162 | (206,203 | ) | (116,060 | ) | (15,899 | ) |
* The amounts are less than 0.01.
(1) | These amounts include product sales from E-Commerce and Brand Management of RMB571.7 million and RMB534.6 million for the three months period ended December 31, 2024, respectively, compared with product sales from E-Commerce of RMB597.5 million and Brand Management of RMB455.5 million for the three months period ended December 31, 2023. |
These amounts also include product sales from E-Commerce and Brand Management of RMB1,999.6 million and RMB1,469.6 million for the fiscal year ended December 31, 2024, respectively, compared with product sales from E-Commerce of RMB2,092.2 million and Brand Management of RMB1,265.0 million for the fiscal year ended December 31, 2023.
(2) | Share-based compensation expenses are allocated in operating expenses items as follows: |
For the three months ended December 31, | For the year ended December 31, | |||||||||||||||||
2023 | 2024 | 2023 | 2024 | |||||||||||||||
RMB | RMB | US$ | RMB | RMB | US$ | |||||||||||||
Fulfillment | 1,873 | 732 | 100 | 6,443 | 4,885 | 669 | ||||||||||||
Sales and marketing | 5,239 | 3,075 | 421 | 33,955 | 19,943 | 2,732 | ||||||||||||
Technology and content | 3,681 | 2,077 | 285 | 12,184 | 11,290 | 1,547 | ||||||||||||
General and administrative | 13,874 | 9,287 | 1,272 | 50,867 | 45,483 | 6,231 | ||||||||||||
24,667 | 15,171 | 2,078 | 103,449 | 81,601 | 11,179 |
(3) | These amounts include amortization of intangible assets resulting from business acquisition, which amounted to RMB7.9 million and RMB7.9 million for the three months period ended December 31, 2023 and 2024, respectively. |
These amounts also include amortization of intangible assets resulting from business acquisition, which amounted to RMB31.9 million and RMB36.3 million for the fiscal year ended December 31, 2023 and 2024, respectively.
(4) | These amounts include income tax benefits of RMB1.5 million and RMB1.8 million related to the reversal of deferred tax liabilities, which was recognized on business acquisition for the three months period ended December 31, 2023 and 2024, respectively. |
These amounts also include income tax benefits of RMB6.1 million and RMB7.6 million related to the reversal of deferred tax liabilities, which was recognized on business acquisition for the fiscal year ended December 31, 2023 and 2024, respectively.
(5) | These amounts include the other-than-temporary impairment of an equity method investment of nil and RMB26.1 million for the three months period and for the fiscal year ended December 31, 2023 and 2024, respectively. |
Baozun Inc.
Reconciliations of GAAP and Non-GAAP Results
(in thousands, except for share and per ADS data)
For the three months ended December 31, | For the year ended December 31, | |||||||||||||||||
2023 | 2024 | 2023 | 2024 | |||||||||||||||
RMB | RMB | US$ | RMB | RMB | US$ | |||||||||||||
Income (loss) from operations | 6,398 | 73,210 | 10,028 | (206,380 | ) | (114,825 | ) | (15,731 | ) | |||||||||
Add: Share-based compensation expenses | 24,667 | 15,171 | 2,078 | 103,449 | 81,601 | 11,179 | ||||||||||||
Amortization of intangible assets resulting from business acquisition | 7,911 | 7,901 | 1,082 | 31,875 | 36,257 | 4,967 | ||||||||||||
Acquisition-related expenses | 1,467 | - | - | 12,171 | - | - | ||||||||||||
Impairment of goodwill | 35,212 | 6,934 | 950 | 35,212 | 6,934 | 950 | ||||||||||||
Cancellation fees of repurchased ADSs | - | 101 | 14 | - | 678 | 93 | ||||||||||||
Non-GAAP income (loss) from operations | 75,655 | 103,317 | 14,152 | (23,673 | ) | 10,645 | 1,458 | |||||||||||
Net (loss) income | (1,983 | ) | 42,152 | 5,774 | (222,776 | ) | (138,384 | ) | (18,957 | ) | ||||||||
Add: Share-based compensation expenses | 24,667 | 15,171 | 2,078 | 103,449 | 81,601 | 11,179 | ||||||||||||
Amortization of intangible assets resulting from business acquisition | 7,911 | 7,901 | 1,082 | 31,875 | 36,257 | 4,967 | ||||||||||||
Acquisition-related expenses | 1,467 | - | - | 12,171 | - | - | ||||||||||||
Impairment of goodwill and investments | 35,212 | 21,337 | 2,923 | 35,212 | 21,337 | 2,923 | ||||||||||||
Other-than-temporary impairment of equity method investments | - | 26,115 | 3,578 | - | 26,115 | 3,578 | ||||||||||||
Cancellation fees of repurchased ADSs | - | 101 | 14 | - | 678 | 93 | ||||||||||||
Fair value gain on derivative liabilities | - | - | - | (24,515 | ) | - | - | |||||||||||
Loss (gain) on disposal/acquisition of subsidiaries | 2,620 | - | - | (631 | ) | - | - | |||||||||||
Unrealized investment loss (gain) | 8,352 | (20,851 | ) | (2,857 | ) | 68,031 | (4,851 | ) | (665 | ) | ||||||||
Less: Tax effect of amortization of intangible assets resulting from business acquisition(1) | (1,507 | ) | (1,802 | ) | (247 | ) | (6,086 | ) | (7,611 | ) | (1,043 | ) | ||||||
Non-GAAP net income (loss) | 76,739 | 90,124 | 12,345 | (3,270 | ) | 15,142 | 2,075 | |||||||||||
Net (loss) income attributable to ordinary shareholders of Baozun Inc. | (48,414 | ) | 129 | 17 | (278,422 | ) | (185,198 | ) | (25,370 | ) | ||||||||
Add: Share-based compensation expenses | 24,667 | 15,171 | 2,078 | 103,449 | 81,601 | 11,179 | ||||||||||||
Amortization of intangible assets resulting from business acquisition | 5,991 | 5,528 | 757 | 24,206 | 25,776 | 3,531 | ||||||||||||
Acquisition-related expenses | 1,467 | - | - | 12,171 | - | - | ||||||||||||
Impairment of goodwill and investments | 35,212 | 20,742 | 2,842 | 35,212 | 20,742 | 2,842 | ||||||||||||
Other-than-temporary impairment of equity method investments | - | 26,115 | 3,578 | - | 26,115 | 3,578 | ||||||||||||
Cancellation fees of repurchased ADSs | - | 101 | 14 | - | 678 | 93 | ||||||||||||
Fair value gain on derivative liabilities | - | - | - | (24,515 | ) | - | - | |||||||||||
Loss (gain) on disposal/acquisition of subsidiaries | 2,620 | - | - | (652 | ) | - | - | |||||||||||
Unrealized investment loss (gain) | 8,352 | (20,851 | ) | (2,857 | ) | 68,031 | (4,851 | ) | (665 | ) | ||||||||
Less: Tax effect of amortization of intangible assets resulting from business acquisition(1) | (1,127 | ) | (1,209 | ) | (166 | ) | (4,569 | ) | (5,234 | ) | (717 | ) | ||||||
Non-GAAP net income (loss) attributable to ordinary shareholders of Baozun Inc. | 28,768 | 45,726 | 6,263 | (65,089 | ) | (40,371 | ) | (5,529 | ) | |||||||||
Diluted non-GAAP net income (loss) attributable to ordinary shareholders of Baozun Inc. per ADS: | 0.47 | 0.77 | 0.11 | (1.09 | ) | (0.67 | ) | (0.09 | ) | |||||||||
Weighted average shares used in calculating diluted net income (loss) per ordinary share | 182,780,715 | 178,685,466 | 178,685,466 | 178,549,849 | 179,678,986 | 179,678,986 |
(1) The Company evaluated the non-GAAP adjustments items and concluded that these items have immaterial income tax effects except for amortization of intangible assets resulting from business acquisition.
Exhibit 99.2
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
Under our weighted voting rights structure, our share capital comprises Class A ordinary shares and Class B ordinary shares. Each Class A ordinary share entitles the holder to exercise one vote, and each Class B ordinary share entitles the holder to exercise ten votes, respectively, on any resolution tabled at our general meetings, except as may otherwise be required by law or by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited or provided for in our memorandum and articles of association. Shareholders and prospective investors should be aware of the potential risks of investing in a company with a weighted voting rights structure. Our American depositary shares, each representing three of our Class A ordinary shares, are listed on the Nasdaq Global Select Market in the United States under the symbol BZUN.
Baozun Inc.
寶尊電商有限公司*
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(Stock Code: 9991)
ANNUAL RESULTS ANNOUNCEMENT
FOR THE YEAR ENDED DECEMBER 31, 2024
ANNUAL RESULTS
The board (the “Board”) of directors (the “Directors”) of Baozun Inc. (“Baozun” or the “Company”) hereby announces the annual unaudited consolidated results of the Company and its subsidiaries (the “Group”, “we” or “our”) for the year ended December 31, 2024 (the “Year”), together with comparative figures for the year ended December 31, 2023. These unaudited consolidated results have been prepared under generally accepted accounting principles in the United States (the “U.S. GAAP”) and have been reviewed by the audit committee of the Company (the “Audit Committee”).
FINANCIAL SUMMARY
• | Total net revenues were RMB9,422.2 million (US$11,290.8 million) for the Year, an increase of 6.9% year-over-year, of which, service revenues were RMB5,955.3 million (US$815.9 million), an increase of 9.2% year-over-year. |
• | Loss from operations was RMB114.8 million (US$15.7 million) for the Year, compared with loss from operations of RMB206.4 million for the year of 2023. |
1 | This announcement contains translations of certain Renminbi (RMB) amounts into U.S. dollars (US$) at a specified rate solely for the convenience of the reader. Unless otherwise noted, the translation of RMB into US$ has been made at RMB7.2993 to US$1.00 for the financial figures in relation to the Year and RMB7.0999 to US$1.00 for the financial figures in relation to the year ended December 31, 2023 (i.e. the comparative figures), being the noon buying rate in effect on December 31, 2024 and December 29, 2023, respectively, as set forth in the H.10 Statistical Release of the Federal Reserve Board. |
• | Non-GAAP income from operations2 was RMB10.6 million (US$1.5 million) for the Year, compared with non-GAAP loss from operations of RMB23.7 million for the year of 2023. |
• | Net loss attributable to ordinary shareholders of Baozun was RMB185.2 million (US$25.4 million) for the Year, narrowed from net loss attributable to ordinary shareholders of Baozun of RMB278.4 million in the fiscal year of 2023. |
• | Non-GAAP net loss attributable to ordinary shareholders of Baozun3 was RMB40.4 million (US$5.5 million) for the Year, compared with non-GAAP net loss attributable to ordinary shareholders of Baozun of RMB65.1 million for the year of 2023. |
• | Basic and diluted net loss attributable to ordinary shareholders of Baozun per American Depositary Share (“ADS4”) were both RMB3.09 (US$0.42) for the Year, compared with both RMB4.68 for the year of 2023. |
• | Diluted non-GAAP net loss attributable to ordinary shareholders of Baozun per ADS5 were both RMB0.67 (US$0.09), compared with diluted non-GAAP net loss attributable to ordinary shareholders of Baozun per ADS of both RMB1.09 for the year of 2023. |
• | Cash, cash equivalents, restricted cash and short-term investments totaled RMB2,915.9 million (US$399.5 million) as of December 31, 2024, compared with RMB3,072.8 million as of December 31, 2023. |
2 | Non-GAAP income (loss) from operations is a non-GAAP financial measure, which is defined as income (loss) from operations excluding the impact of share-based compensation expenses, amortization of intangible assets resulting from business acquisition, acquisition-related expenses, impairment of goodwill, and cancellation fees of repurchased ADSs. |
3 | Non-GAAP net income (loss) attributable to ordinary shareholders of Baozun is a non-GAAP financial measure, which is defined as net income (loss) attributable to ordinary shareholders of Baozun excluding the impact of share-based compensation expenses, amortization of intangible assets resulting from business acquisition, acquisition-related expenses, impairment of goodwill and investments, other-than-temporary impairment of equity method investments, cancellation fees of repurchased ADSs, fair value on derivative liabilities, loss on disposal of investments, loss (gain) on disposal/acquisition of subsidiaries, and unrealized investment loss (gain). |
4 | Each ADS represents three Class A ordinary shares of the Company. |
5 | Diluted non-GAAP net income (loss) attributable to ordinary shareholders of Baozun per ADS are non-GAAP financial measures, which are defined as non-GAAP net income (loss) attributable to ordinary shareholders of Baozun divided by weighted average number of shares used in calculating basic and diluted net income (loss) per ordinary share multiplied by three. |
BAOZUN INC.
UNAUDITED CONSOLIDATED BALANCE SHEET
(All amounts in thousands, except share and per share data)
As of December 31, | ||||||||||||
2023
RMB |
2024 RMB |
2024 US$1 |
||||||||||
ASSETS | ||||||||||||
Current assets: | ||||||||||||
Cash and cash equivalents | 2,149,531 | 1,289,323 | 176,636 | |||||||||
Restricted cash | 202,764 | 354,991 | 48,634 | |||||||||
Short-term investments | 720,522 | 1,271,618 | 174,211 | |||||||||
Accounts receivable, net of allowance for credit losses of RMB124,737 and RMB126,936 as of December 31, 2023 and 2024, respectively | 2,184,729 | 2,033,778 | 278,626 | |||||||||
Inventories | 1,045,116 | 1,117,439 | 153,089 | |||||||||
Advances to suppliers | 311,111 | 404,353 | 55,396 | |||||||||
Derivative financial assets | – | 11,557 | 1,583 | |||||||||
Prepayments and other current assets | 590,350 | 724,091 | 99,200 | |||||||||
Amounts due from related parties | 86,661 | 7,021 | 962 | |||||||||
Total current assets |
7,290,784 | 7,214,171 | 988,337 | |||||||||
Non-current assets: | ||||||||||||
Long term investments | 359,129 | 341,687 | 46,811 | |||||||||
Property and equipment, net | 851,151 | 822,229 | 112,645 | |||||||||
Intangible assets, net | 306,420 | 357,307 | 48,951 | |||||||||
Land use right, net | 38,464 | 37,438 | 5,129 | |||||||||
Operating lease right-of-use assets | 1,070,120 | 767,376 | 105,130 | |||||||||
Goodwill | 312,464 | 362,399 | 49,648 | |||||||||
Other non-current assets | 45,316 | 69,886 | 9,574 | |||||||||
Deferred tax assets | 200,628 | 234,508 | 32,127 | |||||||||
Total non-current assets | 3,183,692 | 2,992,830 | 410,015 | |||||||||
TOTAL ASSETS | 10,474,476 | 10,207,001 | 1,398,352 |
As of December 31, | ||||||||||||
2023
RMB |
2024 RMB |
2024 US$1 |
||||||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||
Current liabilities: | ||||||||||||
Short-term loans | 1,115,721 | 1,220,957 | 167,270 | |||||||||
Accounts payable | 563,562 | 620,679 | 85,033 | |||||||||
Notes payable | 506,629 | 461,179 | 63,181 | |||||||||
Income tax payables | 18,768 | 26,559 | 3,638 | |||||||||
Accrued expenses and other current liabilities | 1,188,179 | 1,169,547 | 160,228 | |||||||||
Derivative liabilities | – | 130 | 18 | |||||||||
Amounts due to related parties | 32,118 | 5,369 | 735 | |||||||||
Current operating lease liabilities | 332,983 | 243,137 | 33,310 | |||||||||
Total current liabilities |
3,757,960 | 3,747,557 | 513,413 | |||||||||
Non-current liabilities: | ||||||||||||
Deferred tax liabilities |
24,966 | 32,783 | 4,491 | |||||||||
Long-term operating lease liabilities | 799,096 | 597,805 | 81,899 | |||||||||
Other non-current liabilities | 40,718 | 48,277 | 6,614 | |||||||||
Total non-current liabilities |
864,780 | 678,865 | 93,004 | |||||||||
TOTAL LIABILITIES |
4,622,740 | 4,426,422 | 606,417 |
BAOZUN INC.
UNAUDITED CONSOLIDATED BALANCE SHEET
(All amounts in thousands, except for share and per share data)
As of December 31, | ||||||||||||
2023
RMB |
2024 RMB |
2024 US$1 |
||||||||||
Redeemable non-controlling interests | 1,584,858 | 1,670,379 | 228,841 | |||||||||
Baozun Inc. shareholders’ equity: | ||||||||||||
Class A ordinary shares (US$0.0001 par value; 470,000,000 shares authorized, 167,901,880 and 175,668,586 shares issued, and 167,901,880 and 161,337,586 shares outstanding, as of December 31, 2023, and 2024, respectively) | 93 | 95 | 13 | |||||||||
Class B ordinary shares (US$0.0001 par value; 30,000,000 shares authorized, 13,300,738 shares issued and outstanding as of December 31, 2023 and 2024) | 8 | 8 | 1 | |||||||||
Additional paid-in capital | 4,571,439 | 4,646,631 | 636,586 | |||||||||
Treasury shares (nil and 14,331,000 shares as of December 31, 2023 and 2024, respectively) | – | (95,502 | ) | (13,084 | ) | |||||||
Accumulated deficit | (506,587 | ) | (691,785 | ) | (94,775 | ) | ||||||
Accumulated other comprehensive income | 32,251 | 54,575 | 7,477 | |||||||||
Total Baozun Inc. shareholders’ equity |
4,097,204 | 3,914,022 | 536,218 | |||||||||
Non-controlling interests | 169,674 | 196,178 | 26,876 | |||||||||
Total Shareholders’ equity |
4,266,878 | 4,110,200 | 563,094 | |||||||||
TOTAL LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND SHAREHOLDERS’ EQUITY |
10,474,476 | 10,207,001 | 1,398,352 |
BAOZUN INC.
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
(All amounts in thousands, except for share and per share data)
For the year ended December 31, | ||||||||||||||||
2022
RMB |
2023
RMB |
2024 RMB |
2024 US$1 |
|||||||||||||
Net revenues | ||||||||||||||||
Product sales | 2,644,214 | 3,357,202 | 3,466,928 | 474,967 | ||||||||||||
Services (including related party revenues of RMB133,758, RMB113,288 and RMB92,330 for the years ended December 31, 2022, 2023 and 2024, respectively) | 5,756,417 | 5,454,811 | 5,955,301 | 815,873 | ||||||||||||
Total net revenues | 8,400,631 | 8,812,013 | 9,422,229 | 1,290,840 | ||||||||||||
Operating expenses: | ||||||||||||||||
Cost of products |
(2,255,950 | ) | (2,409,110 | ) | (2,473,804 | ) | (338,910 | ) | ||||||||
Fulfillment | (2,719,749 | ) | (2,507,306 | ) | (2,461,591 | ) | (337,237 | ) | ||||||||
Sales and marketing | (2,674,358 | ) | (2,829,016 | ) | (3,380,724 | ) | (463,157 | ) | ||||||||
Technology and content | (427,954 | ) | (505,203 | ) | (550,289 | ) | (75,389 | ) | ||||||||
General and administrative | (371,470 | ) | (855,914 | ) | (719,157 | ) | (98,524 | ) | ||||||||
Other operating income, net | 95,292 | 123,368 | 55,445 | 7,596 | ||||||||||||
Impairment of goodwill | (13,155 | ) | (35,212 | ) | (6,934 | ) | (950 | ) | ||||||||
Total operating expenses |
(8,367,344) |
(9,018,393) |
(9,537,054) |
(1,306,571) |
||||||||||||
Income (loss) from operations |
33,287 | (206,380 | ) | (114,825 | ) | (15,731 | ) | |||||||||
Other income (expenses): | ||||||||||||||||
Interest income |
45,816 | 82,113 | 68,752 | 9,419 | ||||||||||||
Interest expense | (56,917 | ) | (41,344 | ) | (38,987 | ) | (5,341 | ) | ||||||||
Unrealized investment (loss) gain | (97,827 | ) | (68,031 | ) | 4,851 | 665 | ||||||||||
Loss on disposal of investments | (16,967 | ) | – | – | – | |||||||||||
(Loss) gain on disposal/acquisition of subsidiaries | (90,065 | ) | 631 | – | – | |||||||||||
Gain on repurchase of 1.625% convertible senior notes due 2024 | 7,907 | – | – | – | ||||||||||||
Impairment loss of investments | (8,400 | ) | – | (14,403 | ) | (1,973 | ) | |||||||||
Exchange loss | (32,384 | ) | (8,530 | ) | (10,213 | ) | (1,399 | ) | ||||||||
Fair value change on financial instruments | (364,758 | ) | 24,515 | 11,838 | 1,622 |
For the year ended December 31, | ||||||||||||||||
2022
RMB |
2023
RMB |
2024 RMB |
2024
US$1 |
|||||||||||||
Loss before income tax and share of income in equity method investment | (580,308 | ) | (217,026 | ) | (92,987 | ) | (12,738 | ) | ||||||||
Income tax expense | (26,480 | ) | (12,003 | ) | (20,739 | ) | (2,841 | ) | ||||||||
Share of (loss) income in equity method investments | (3,586 | ) | 6,253 | (24,658 | ) | (3,378 | ) | |||||||||
Net loss | (610,374 | ) | (222,776 | ) | (138,384 | ) | (18,957 | ) | ||||||||
Net loss (income) attributable to non- controlling interests | 843 | (9,677 | ) | 1,990 | 273 | |||||||||||
Net income attributable to redeemable non- controlling interests | (43,759 | ) | (45,969 | ) | (48,804 | ) | (6,686 | ) | ||||||||
Net loss attributable to ordinary shareholders of Baozun Inc. | (653,290 | ) | (278,422 | ) | (185,198 | ) | (25,370 | ) | ||||||||
Net loss per share attributable to ordinary shareholders of Baozun Inc.: | ||||||||||||||||
Basic | (3.56 | ) | (1.56 | ) | (1.03 | ) | (0.14 | ) | ||||||||
Diluted | (3.56 | ) | (1.56 | ) | (1.03 | ) | (0.14 | ) | ||||||||
Net loss per American depositary shares (“ADS”) attributable to ordinary shareholders of Baozun Inc.: | ||||||||||||||||
Basic | (10.69 | ) | (4.68 | ) | (3.09 | ) | (0.42 | ) | ||||||||
Diluted | (10.69 | ) | (4.68 | ) | (3.09 | ) | (0.42 | ) |
BAOZUN INC.
UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(All amounts in thousands, except for share and per share data)
For the year ended December 31, | ||||||||||||||||
2022
RMB |
2023
RMB |
2024
RMB |
2024
US$1 |
|||||||||||||
Net loss | (610,374 | ) | (222,776 | ) | (138,384 | ) | (18,957 | ) | ||||||||
Other comprehensive (loss)/income, | ||||||||||||||||
net of tax of nil: | ||||||||||||||||
Foreign currency translation adjustment | 118,281 | 16,573 | 22,324 | 3,058 | ||||||||||||
Comprehensive loss | (492,093 | ) | (206,203 | ) | (116,060 | ) | (15,899 | ) | ||||||||
Total comprehensive loss (income) attributable to non-controlling interests | 843 | (9,677 | ) | 1,990 | 273 | |||||||||||
Total comprehensive income attributable to | ||||||||||||||||
redeemable non-controlling interests | (43,759 | ) | (45,969 | ) | (48,804 | ) | (6,686 | ) | ||||||||
Total comprehensive loss attributable to ordinary shareholders of Baozun Inc. | (535,009 | ) | (261,849 | ) | (162,874 | ) | (22,312 | ) |
BAOZUN INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise stated, all amounts in thousands, except for share and per share data)
1. | ORGANIZATION AND PRINCIPAL ACTIVITIES |
Baozun Inc. (the “Company”) was incorporated under the laws of Cayman Islands on December 17, 2013. The Company, its subsidiaries and its variable interest entity (the “VIE”) (collectively referred to as the “Group”) are principally engaged to provide its customers with end-to-end e-commerce solutions including the sales of apparel, home and electronic products, online store design and setup, visual merchandising and marketing, online store operations, customer services, warehousing and order fulfillment, as well as the holistic brand management, including strategy and tactic positioning, branding and marketing, retail and e-commerce operations, supply chain and logistics, and technology empowerment.
As of December 31, 2024, the Company’s major subsidiaries and VIE which, in the opinion of the directors of the company, principally affected the results, assets or liabilities of the Group are as follows:
Date
of incorporation/ acquisition |
Place
of incorporation/operation and legal status |
Issued share capital/ paid in capital |
Legal ownership | |||||
Subsidiaries: | ||||||||
Baozun Hong Kong Holding Limited | 10-Jan-2014 | HK | HKD10,000 | 100% | ||||
Shanghai Baozun E-commerce Limited (“Shanghai Baozun”) | 11-Nov-2003 | People’s Republic of China (“PRC”)/wholly foreign owned enterprise | RMB1,800,000,000 | 100% | ||||
Shanghai Bodao E-commerce Limited | 30-Mar-2010 | PRC/limited liability Company | RMB10,000,000 | 100% | ||||
Shanghai Yingsai Advertisement Limited | 30-Mar-2010 | PRC/limited liability | RMB8,648,649 | 100% | ||||
Baozun Hongkong Limited | 11-Sep-2013 | Company HK | HKD10,000,000 | 100% | ||||
Shanghai Fengbo E-commerce Limited | 29-Dec-2011 | PRC/limited liability Company | RMB10,000,000 | 100% | ||||
Baozun Hongkong Investment Limited | 21-July-2015 | HK | HKD100,000 | 100% | ||||
Baotong Inc. | 19-Jun-2019 | Cayman | USD10,681.32 | 63% | ||||
Baotong Hong Kong Holding Limited | 5-May-2016 | HK | HKD10,000 | 63% | ||||
Baotong E-logistics Technology (Suzhou) Limited | 27-Mar-2017 | PRC/wholly foreign owned enterprise | RMB260,252,000 | 63% | ||||
Baozun Brand Management Limited | 07-Oct-2022 | Hong Kong | RMB100,000,000 | 100% | ||||
White Horse Hongkong Holding Limited | 08-Nov-2022 | Hong Kong | RMB10,000,000 | 100% | ||||
Gaipu (Shanghai) Commercial Co., Ltd. (“Gap Shanghai”) | 31-Jan-2023 | PRC/wholly foreign owned enterprise | USD257,551,995 | 100% | ||||
VIE: | ||||||||
Shanghai Zunyi Business Consulting Ltd. (“Shanghai Zunyi”) | 31-Dec-2010 | PRC/variable interest entity | RMB50,000,000 | N/A |
2. | SUMMARY OF SIGNIFICANT PRINCIPAL ACCOUNTING POLICIES |
(a) | Basis of presentation |
The unaudited consolidated financial statements are prepared and presented in accordance with U.S. GAAP.
(b) | Basis of consolidation |
The unaudited consolidated financial statements include the financial statements of the Company and its subsidiaries, including the VIEs incorporated in PRC over which the Company is the primary beneficiary for accounting purposes only. All transactions and balances among the Company, its subsidiaries and the VIEs have been eliminated upon consolidation.
A consolidated subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting power or has the power to: appoint or remove the majority of the members of the board of directors; cast a majority of votes at the meeting of the board of directors; or govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders.
U.S. GAAP provides guidance on the identification of VIE and financial reporting for entities over which control is achieved through means other than voting interests. The Group evaluates each of its interests in an entity to determine whether or not the investee is a VIE and, if so, whether the Group is the primary beneficiary of such VIE. In determining whether the Group is the primary beneficiary, the Group considers if the Group (1) has power to direct the activities that most significantly affects the economic performance of the VIE, and (2) receives the economic benefits of the VIE that could be significant to the VIE. If deemed the primary beneficiary, the Group consolidates the VIE.
(c) | Recently Adopted Accounting Pronouncements |
In March 2023, the FASB issued ASU 2023-01, Leases (Topic 842) — Common Control Arrangements (“ASU 2023-01”) . It requires all lessees, including public business entities, to amortize leasehold improvements associated with common control leases over their useful life to the common control group and account for them as a transfer of assets between entities under common control through an adjustment to equity when the lessee no longer controls the use of the underlying asset. ASU 2023-01 is effective for the Company from January 1, 2024, with early adoption permitted. We adopted this standard on January 1, 2024, and such adoption did not have a material impact on our financial statements.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) — Improvements to Reportable Segment Disclosures (“ASU 2023-07”) , requiring public business entities to provide disclosures of significant expenses and other segment items. The guidance also requires public entities to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. ASU 2023-07 is effective for the Company for annual periods from January 1, 2024, and for interim periods from January 1, 2025, with early adoption permitted. We adopted this standard in 2024 for annual period disclosures, and such adoption did not have a material impact on our financial statements.
3. | REVENUE |
For the years ended December 31, 2022, 2023 and 2024, substantially all of the Group’s revenues were generated in the PRC. The disaggregated revenues by types, segments and the timing of transfer of goods or services were as follows:
Disaggregation of revenues
For the Year Ended December 31, | ||||||||||||
2022
RMB |
2023
RMB |
2024 RMB |
||||||||||
Product sales derived from: | ||||||||||||
– E-Commerce, at point of time | 2,644,214 | 2,092,215 | 1,999,572 | |||||||||
– Brand Management, at point of time | – | 1,264,987 | 1,469,561 | |||||||||
– Inter-segment elimination | – | – | (2,205 | ) | ||||||||
2,644,214 | 3,357,202 | 3,466,928 | ||||||||||
Service revenue derived from: | ||||||||||||
– E-Commerce, over time | 5,675,173 | 5,418,263 | 5,929,184 | |||||||||
– E-Commerce, at point of time | 81,244 | 110,638 | 141,515 | |||||||||
5,756,417 | 5,528,901 | 6,070,699 | ||||||||||
– Brand Management, over time | – | 6,039 | 4,790 | |||||||||
– Inter-segment elimination | – | (80,129 | ) | (120,188 | ) | |||||||
5,756,417 | 5,454,811 | 5,955,301 | ||||||||||
Total revenue | 8,400,631 | 8,812,013 | 9,422,229 |
Service revenue by type
For the Year Ended December 31, | ||||||||||||
2022
RMB |
2023
RMB |
2024 RMB |
||||||||||
– Online store operations | 1,624,114 | 1,604,695 | 1,765,364 | |||||||||
– Warehousing and fulfillment | 2,380,863 | 2,194,469 | 2,189,181 | |||||||||
– Digital marketing and IT solutions | 1,751,440 | 1,735,776 | 2,120,944 | |||||||||
– Inter-segment eliminations | – | (80,129 | ) | (120,188 | ) | |||||||
Total revenues from services |
5,756,417 | 5,454,811 |
5,955,301 |
Contract Liability
The movement of the contract liabilities, which primarily consist of advances from customers for the years ended December 31, 2023 and 2024 were as follows:
Advances
from Customers |
||||
Opening Balance as of January 1, 2023 | 120,858 | |||
Net increase | 42,379 | |||
Ending Balance as of December 31, 2023 |
163,237 | |||
Net increase | 10,532 | |||
Ending Balance as of December 31, 2024 |
173,769 |
Revenues amounted to RMB120,858 and RMB155,544 were recognized in the years ended December 31, 2023 and 2024 respectively, that were included in the balance of contract liabilities at the beginning of the respective year.
4. | NET LOSS PER SHARE |
Basic and diluted net income/loss per share for each of the years presented are calculated as follows:
For the Year Ended December 31, | ||||||||||||
2022
RMB |
2023
RMB |
2024 RMB |
||||||||||
Numerator: | ||||||||||||
Net loss | (610,374 | ) | (222,776 | ) | (138,384 | ) | ||||||
Net loss (income) attributable to non-controlling interests | 843 | (9,677 | ) | 1,990 | ||||||||
Net income attributable to redeemable non-controlling interests | (43,759 | ) | (45,969 | ) | (48,804 | ) | ||||||
Net loss attributable to ordinary shareholders of Baozun Inc. | (653,290 | ) | (278,422 | ) | (185,198 | ) | ||||||
Net loss per share attributable to ordinary shareholders of Baozun Inc. | ||||||||||||
Basic | (3.56 | ) | (1.56 | ) | (1.03 | ) | ||||||
Diluted | (3.56 | ) | (1.56 | ) | (1.03 | ) | ||||||
Net loss per ADS (1 ADS represents 3 Class A ordinary shares) attributable to ordinary shareholders of Baozun Inc. | ||||||||||||
Basic | (10.69 | ) | (4.68 | ) | (3.09 | ) | ||||||
Diluted | (10.69 | ) | (4.68 | ) | (3.09 | ) | ||||||
Shares (Denominator): | ||||||||||||
Weighted average number of ordinary shares | ||||||||||||
Basic | 183,274,855 | 178,549,849 | 179,678,986 | |||||||||
Diluted | 183,274,855 | 178,549,849 | 179,678,986 |
During the years ended December 31, 2022, 2023 and 2024, the Group had 3,751,322, 8,502,786 and 3,379,002 outstanding restricted share units respectively, which were excluded from the computation of diluted earnings per share as their effects would have been anti-dilutive.
In applying the if-converted method, the conversion of the convertible senior notes was not assumed as the effect would have been anti-dilutive.
5. | INCOME TAX |
Under the current laws of the Cayman Islands, the Company incorporated in the Cayman Islands is not subject to tax on income or capital gain. Additionally, the Cayman Islands do not impose a withholding tax on payments of dividends to shareholders.
Under the Hong Kong Inland Revenue Ordinance, for the Company’s subsidiaries incorporated in Hong Kong, the profits tax rate is calculated at 16.5% of the estimated assessable profits for the year, except for one subsidiary of the Company which is a qualifying corporation under the two-tiered Profits Tax rate regime. For this subsidiary, the first HK$2 million of assessable profits are taxed at 8.25% and the remaining assessable profits are taxed at 16.5%.
Under the Law of the People’s Republic of China on Enterprise Income Tax (“EIT Law”), the Company’s subsidiaries and VIEs domiciled in the PRC are subject to 25% statutory rate. According to National Tax Letter 2009 No. 203, if an entity is certified as a “High and New Technology Enterprise” (“HNTE”), it is entitled to a preferential income tax rate of 15%. For the year ended December 31, 2024, three subsidiaries of the Company were certified as HNTEs, thus applied 15% tax rate.
Taxation for other overseas subsidiaries is charged at the appropriate current rates of taxation ruling in the relevant countries.
Many countries and jurisdictions have enacted new tax laws to implement the Pillar Two model rules published by the Organization for Economic Cooperation and Development (“OECD”) effective from January 1, 2024. The OECD’s Pillar Two initiative introduced a 15% global minimum tax applied on a jurisdiction-by- jurisdiction basis. Other countries in which the Group has operations or presence are also actively considering adopting the framework or are in various stages of enacting the framework into their respective country’s laws. The Group considers the current impact of the adoption of a global minimum effective tax is not material. The Group continues to monitor regulatory developments, as well as additional guidance from the OECD and continues to evaluate the impact.
The current and deferred portion of income tax expenses included in the consolidated statement of operations, which were substantially attributable to the Company’s PRC subsidiaries are as follows:
For the Year Ended December 31, | ||||||||||||
2022
RMB |
2023
RMB |
2024 RMB |
||||||||||
Current tax | 82,595 | 57,594 | 61,628 | |||||||||
Deferred tax | (56,115 | ) | (45,591 | ) | (40,889 | ) | ||||||
Income tax expense | 26,480 | 12,003 | 20,739 |
6. | ACCOUNTS RECEIVABLE, NET |
Accounts receivable, net, consists of the following:
As of December 31, | ||||||||
2023 RMB |
2024 RMB |
|||||||
Accounts receivable | 2,309,466 | 2,160,714 | ||||||
Allowance for credit losses: | ||||||||
Balance at beginning of the period | (120,495 | ) | (124,737 | ) | ||||
Additions | (2,187 | ) | – | |||||
Reverse | – | 915 | ||||||
Exchange loss | (3,017 | ) | (3,535 | ) | ||||
Write-offs | 962 | 421 | ||||||
Balance at end of the period | (124,737 | ) | (126,936 | ) | ||||
Accounts receivable, net | 2,184,729 | 2,033,778 |
An aging analysis based of accounts receivable on the relevant invoice dates is as follows:
As of December 31, | ||||||||
2023
RMB |
2024
RMB |
|||||||
0-3 months | 1,988,582 | 1,849,764 | ||||||
3-6 months | 89,732 | 91,676 | ||||||
6-12 months | 37,908 | 22,592 | ||||||
Over 1 year | 193,244 | 196,682 | ||||||
Accounts receivable, gross | 2,309,466 | 2,160,714 |
7. | ACCOUNTS AND NOTES PAYABLE |
Accounts and notes payable consist of the following:
As of December 31, | ||||||||
2023 RMB |
2024 RMB |
|||||||
Accounts payable | 563,562 | 620,679 | ||||||
Notes payable | 506,629 | 461,179 |
An aging analysis of accounts payable based on the relevant invoice dates is as follows:
As of December 31, | ||||||||
2023
RMB |
2024 RMB |
|||||||
0-12 months | 563,562 | 620,679 | ||||||
Over 1 year | – | – | ||||||
Accounts payable, gross | 563,562 | 620,679 |
An aging analysis of notes payable based on the relevant issuance dates is as follows:
As of December 31, | ||||||||
2023
RMB |
2024
RMB |
|||||||
0-12 months | 506,629 | 461,179 | ||||||
Over 1 year | – | – | ||||||
Accounts payable, gross | 506,629 | 461,179 |
8. | SHORT-TERM LOAN |
The short-term loan as of December 31, 2023 and 2024 were as follows:
As of December 31, | ||||||||
2023 RMB |
2024 RMB |
|||||||
Short-term loan | ||||||||
Short-term bank borrowings | 1,115,721 | 1,220,957 |
The Group entered into one-year credit facilities with several Chinese commercial banks that provide for revolving line of credit for the Group. Under such credit facilities, the Group can borrow up to RMB3,715,846 and RMB3,890,000 as of December 31, 2023 and 2024, respectively, which can only be used to maintain daily operation.
As of December 31, 2023, the Group had utilized credit facilities in amount of RMB1,115,721, RMB107,196 and RMB183,245 by obtaining short-term bank borrowings, issuance of the letters of guarantee and notes payable, respectively. As such, RMB2,309,684 of the credit facilities was available for future borrowing as of December 31, 2023. The credit facilities expired subsequently in 2024.
As of December 31, 2024, the Group had utilized credit facilities in amount of RMB936,454, RMB133,051 and RMB427,621 by obtaining short-term bank borrowings, issuance of the letters of guarantee and notes payable, respectively. As such, RMB2,392,874 of the credit facilities was available for future borrowing as of December 31, 2024. The credit facilities will expire during the period from January to December 2025.
9. | DIVIDEND |
The Board did not recommend the distribution of any final dividend for the years ended December 31, 2023 and 2024.
10. | ORDINARY SHARES AND TREASURY STOCK |
On October 5, 2022, the Company announced a share repurchase plan with a maximum amount of US$80 million over the next 12 months. For the year ended December 31, 2022, the Company repurchased 24,203,643 shares with a total amount of US$68.0 million from its shareholders. The 32,353,269 outstanding treasury shares were all cancelled during the year 2023.
In January 2024, the Company announced a share repurchase plan with a maximum amount of US$20 million over the next 12 months. For the Year, the Company repurchased 4,777,000 ADSs (representing 14,331,000 Class A ordinary shares) from the market with cash consideration of US$13.3 million in aggregate, of which 844,601 ADSs (representing 2,533,803 Class A ordinary shares) will be cancelled.
For the years ended December 31, 2023 and 2024, 4,801,007 and 7,766,705 share options and restricted share units were exercised and vested to Class A ordinary shares, respectively.
MANAGEMENT DISCUSSION AND ANALYSIS
BUSINESS REVIEW
Overview
We are a leading pioneer in the brand e-commerce service industry and a digital commerce enabler in China. We empower a diverse range of brands to grow and succeed by leveraging our end-to- end e-commerce service capabilities, omni-channel expertise, and technology-driven solutions.
Recognizing the growing convergence of online and offline commerce, we view this trend as a significant opportunity. Adhering to our vision of “Technology Empowers Future Success”, our advanced technology and operating platforms provide a unified and robust foundation that supports our expanded range of services and markets. In 2023, we expanded our businesses into three business lines – Baozun E-commerce (BEC), Baozun Brand Management (BBM) and Baozun International (BZI). Starting from the first quarter of 2023, we have two operating segments: E-Commerce (encompassing BEC and BZI) and Brand Management (representing BBM).
Baozun e-Commerce includes our China e-commerce businesses, such as brands’ store operations, customer services and value-added services in logistics and supply chain management, IT, and digital marketing. Baozun Brand Management engages in holistic brand management, including strategy and tactic positioning, branding and marketing, retail and e-commerce operations, supply chain and logistics, and technology empowerment. We aim to leverage our portfolio of technologies to establish longer and deeper relationships with brands. Baozun International is a long-term opportunity that we will patiently invest in and explore. We have a distinct advantage to replicate our China e-commerce success. Baozun International will empower brands with local market insights and critical e-commerce infrastructure, serving local consumers through a wide product selection and differentiated customer experience.
The expansion of Baozun group into three business lines – BEC, BBM and BZI*, is aimed at creating a virtuous ecosystem in which each division brings value to the others. Our 17 years of expertise and technological advancements in the e-commerce industry have allowed us to rapidly increase our scale and establish deeper relationships with brand partners. Our strategy capitalizes on virtuous cycles and synergies across our business lines.
Our revenue increased by 6.9% from RMB8,812.0 million for the year ended December 31, 2023 to RMB9,422.2 million for the Year, primarily due to a 9.2% increase in service revenue. Our non- GAAP operating income was RMB10.6 million3, compared with non-GAAP loss from operations RMB23.7 million in the fiscal year of 2023.
* | Following the acquisition of Gap Shanghai, the Group updated its operating segments structure resulting in two segments, which were (i) E-Commerce (encompassing BEC and BZI); and (ii) Brand Management (representing BBM). |
Baozun E-Commerce (BEC)
Baozun e-Commerce includes our China e-commerce businesses, such as brands’ store operations, customer services and value-added services in logistics and supply chain management, IT, and digital marketing. We empower a broad and diverse range of brands to grow and succeed by leveraging our end-to-end e-commerce service capabilities, omni-channel expertise, and technology-driven solutions.
Our competitive advantages have enabled us to achieve rapid growth in our brand partnerships. We collaborate with global leaders in their respective verticals, including brands like Philips, Nike, and Microsoft. Our ability to help brand partners navigate the challenges arising from the macroeconomy, by leveraging our efficient e-commerce operational capabilities and effective omni-channel solutions, demonstrates the value of our services.
With our deep understanding of the needs of various brands, we are able to offer value propositions that set us apart from other market players.
· | Multi-category, multi-brand capabilities: Our capabilities extend across multiple categories and brands of different types, scales, and stages of development. We possess in-depth industry-specific domain knowledge that spans the entire e-commerce value chain. |
· | Full-scope services: We provide integrated one-stop solutions to address all core aspects of e-commerce operations, including IT solutions, online store operations, digital marketing, customer service, and warehousing and fulfilment. Our ability to provide one-stop e-commerce solutions is backed by our proprietary and robust technology stack, including our Cloud-based System that enables efficient setup of official brand stores and official marketplace stores, ROSS that facilitates smooth and efficient online store operations; big data analytics and AI capabilities that drive our efficient and effective digital marketing solutions; customer relationship management, or CRM, that supports attentive real-time pre-sale and post-sale customer services and engagement; and order management system, or OMS, and warehouse management system, or WMS, that enable integrated and reliable multi-category warehousing and fulfillment services. We remain committed to invest in new technologies and infrastructure to provide innovative and reliable solutions to our brand partners. |
· | Omni-channel coverage: We help brand partners adapt to and thrive in China’s complex e-commerce ecosystem and evolving e-commerce landscape. We enable brands to integrate online and offline operations. We help brand partners formulate and implement coherent e-commerce strategies, which require holistic performance analysis across channels and balanced tactics for different platforms. |
Based on the different needs of our brand partners, we operate under three business models: the distribution model, the service fee model, and the consignment model. We generate product sales revenues primarily through selling the products that we purchase from our brand partners and/ or their authorized distributors to consumers under the distribution model, and derive services revenues primarily through charging brand partners and other customers fees under the service fee model and the consignment model.
Our Business Models and Solutions
Through our integrated brand e-commerce capabilities, we provide end-to-end brand e-commerce solutions that cater to our brand partners’ unique needs. We leverage our brand partners’ resources and seamlessly integrate with their back-end systems to enable data analytics for the entire transaction value chain, making our services a crucial part of our brand partners’ e-commerce functions.
Our e-commerce capabilities encompass every aspect of the e-commerce value chain, including online store operations, customer service, IT solutions, digital marketing, warehousing, and fulfillment. Depending on each brand partner’s specific needs and the characteristics of its product category, our brand partners utilize one or a blend of our solutions under one or a combination of our business models: the distribution model, the service fee model, and the consignment model.
Operational Highlights of BEC for the Year
During the Year, service revenue grew by 9.2%, primally attributable to a 10.0% year-over-year growth in online store operations, together with a 22.2% year-over-year growth in digital marketing and IT solutions, driven by content creation and technology monetization.
Omni-channel expansion remains a key theme for our brand partners. We continued to further enhance our omni-channel capabilities. As of December 31, 2024, approximately 48.8% of our brand partners engaged with us for store operations of at least two channels.
Baozun Brand Management (BBM)
Baozun Brand Management engages in holistic brand management and serves as an all-rounded partner for global brands to further unlock their business potential in China. BBM offers expertise in strategy and tactic positioning, branding and marketing, retail and e-commerce operations, supply chain and logistics, and technology empowerment. We aim to leverage our portfolio of technologies to establish longer and deeper relationships with brands. BBM targets the mid-end and premium consumer lifestyle brands segment.
Our first key acquisition was the Gap Greater China business. In November 2022, we entered into a share purchase agreement with The Gap, Inc. and Gap (UK Holdings) Limited. Concurrently, BBM and The Gap, Inc. established a series of business arrangements, through which The Gap, Inc. grants us the right to manufacture, market, distribute, and sell Gap products in Greater China, including the localization ability, on an exclusive basis.
Our technologies and insights enable us to forge a sustainable, symbiotic relationship between physical retail and online commerce. We aim to deliver the best-in-class, seamless omni-channel experience by integrating the digital and the physical at scale, and to excel where few have done so in retail. We are evolving into a leading brand management company of iconic brands through a combination of transformative acquisitions and the consistent growth of our brands in China across all channels.
GAP Overview
GAP is one of the world’s most recognized lifestyle brands, uplifting and inspiring consumers since 1969. The brand creates iconic style, which builds on its heritage grounded in denim and khakis and comes alive at the intersection of the classic and the new. GAP is an authority on modern American style.
GAP represents a good example for BBM to build its business model and achieve the target of integrating digital technology, retail, and brands. Our current priorities include ensuring a smooth post-acquisition transition, refining products and merchandizing strategies, building supply chain infrastructures, and upgrading back-end systems, including talents and technologies, to pursue our technology-empowered, China-for-China, and digitalized modern new retail model.
During the Year, Gaipu (Shanghai) Commercial Co., Ltd. (“Gap Shanghai”) achieved revenue of RMB1,474 million. As of December 31, 2024, we operated 152 offline stores for GAP in mainland China. While GAP stores are mainly located in first- and second-tier cities in China, the brand continues to expand into cities with potential across China and the region. We plan to open more than 50 new stores in 2025 and continue to optimize our store structure and locations.
Product Management
China-for-China product is our core priority. It is essential for us to interpret the GAP’s brand DNA in a way that’s relevant to the Chinese market. Our designs are driven by data insights and executed with a much shorter supply chain cycle. In 2024, we introduced functional features in our core T-shirt category, including Quick Dry, Cooling, Sweat Absorption. These features expanded our product offerings to meet more local needs.
Retail Management
With a consumer-centric and retail-oriented strategy, we have successfully improved our competitiveness, store efficiency, and responsiveness to the ever-changing market. During the Year, we continued to optimize our retail management capabilities.
We aimed to open more “quality” neighborhood stores, such as those in Shanghai POPC, Beijing Tongzhou MixC, Haikou Longfor. These strategically located stores not only drive business but also enhance profitability. Additionally, we co-opened stores in Shenyang, Guiyang, Xi’an and many other cities with our local strategic partners, creating mutual benefits. Strong partnerships facilitate faster store openings, particularly in second-and third-tier cities, and enhance investment efficiency.
Supply Chain Management
Effective supply chain management is crucial for achieving sustainable growth. We focus on product innovation, quality control, and ensuring the responsiveness and cost-effectiveness of our supply chain. During the Year, we enhanced our supply chain capabilities to better meet consumer demands. For example, our proactive fabric planning resulted in a significant improvement in leadtime in 2024. We will continue to develop strategies to enhance the operational efficiency of our supply chain and unlock gross margin opportunities. We believe improving our supply chain efficiencies and managing working capital through the effective use of our infrastructure will enable us to control costs better and provide superior service to our customers.
Talent
We believe that the talent, commitment, and passion of our teams will always be key to our competitive edge. We offer a unique fashion proposition, defined by creativity, innovation, design, and quality. We successfully filled critical positions in a short timeframe. Our new hires are local industry experts with vast experience in both well-known leading multinational corporations and local apparel companies. We believe this will accelerate our business transformation and enhance organizational efficiency.
Baozun International (BZI)
Baozun International (BZI) is a long-term opportunity that we will patiently invest in and explore. We have a distinct advantage to replicate our China e-commerce success. BZI will empower brands with local market insights and critical e-commerce infrastructure, in turn serving local consumers through wide product selection and differentiated customer experience.
Despite the uncertainties and complexities in the global macro environment, we remain firmly committed to our globalization strategy. We work with brand partners to co-develop “Glocalization”. Glocalization is a term combining “global” and “local” and refers to our philosophy that while we pursue global opportunities, we will rely on local expertise and resources.
We plan to build an ecosystem around our technology and businesses, consisting of consumers, brands, retailers, third-party service providers, strategic alliance partners, and other businesses. BZI offers brands across several countries and regions a localized experience within the country in which they operate. In addition, BZI manages localized storefronts in different countries, making cross-border commerce easier for brands. These tailored experiences are designed to increase brand partners’ confidence in new markets and enhance consumer conversion, enabling brand partners to enter these new geographies with ease.
Starting with Southeast Asia, we aim to serve brands and consumers around the world through both a localized and an e-commerce experience. As of December 31, 2024, we have set up operation offices in 9 markets, including Hong Kong, Taiwan, Singapore, Malaysia, Philippines, Thailand, Korea, Japan and France. At the same time, we recruit top and experienced talents locally. We aim to empower brand partners with our strong e-commerce operational capabilities, customized vertical-specific solutions, and localized services to better serve the digitalization needs overseas.
PROSPECTS
Looking ahead, we remain cautious about the macro uncertainties but confident that our on-going transformation has strengthened our business fundamentals and value proposition to brand owners. In 2025, our primary focus is to execute our plans diligently, patiently, and sustainably. Our strategic expansion into three business lines – Baozun e-Commerce, Baozun Brand Management and Baozun International – is laying the foundation for our next phase of growth.
For BEC, we remain committed to strengthening both top and bottom lines while maintaining healthy cash flow. We will continue pursuing our strategic objective of “customer-centric, high- quality, and sustainable business growth”. In 2024, we advanced BEC’s business transition in four key areas: improving customer centric services, growing quality revenue, improving profitability through efficiency, and fostering a sustainable corporate culture.
In 2025, we will further execute our business transition. We will continue our omni-channel capabilities, with a strong focus on Douyin and other content-driven platforms such as Rednote. We believe leveraging this established network will extend our success across major e-commerce platforms and drive sustained growth. Additionally, we aim to grow our product sales business through a high-quality digitalized distribution model. Our goal is to integrate online and offline channels seamlessly, utilizing our digital capabilities to empower brands across all fronts.
For BBM, our primary focus is to build on current momentum, strengthen our foundation and revitalize growth for the Gap brand in China. Additionally, we acquired a 51% equity stake to form a joint venture with Authentic Brands Group for the relevant intellectual property of Hunter in Greater China and Southeast Asia. We have ambitious plans for Hunter’s growth, including expanding into new categories and diversifying our distribution channels to unlock the brand’s full potential in China, as well as in Singapore and Malaysia. Through Baozun International, we aim to further support and accelerate Hunter’s expansion across Southeast Asia.
We believe that our expertise in technology, applied to brand operations, is central to Baozun’s identity. Regardless of the business models we deploy, our technology and expertise provide a cohesive and robust foundation for our strategy. With strengthened business fundamentals, we remain focused on executing our plans. Supported by a healthy cash flow and balance sheet, we are well-positioned to seize new opportunities and deliver lasting value to our stakeholders.
FINANCIAL REVIEW
Revenue
The Group’s revenue principally derives from product sales and services. The following table sets out the breakdown of revenue during the indicated periods:
Year ended December 31, | ||||||||||||||||||||
2024 | 2023 | |||||||||||||||||||
RMB’000 | % | RMB’000 | % | Growth Rate % | ||||||||||||||||
Net Revenues | ||||||||||||||||||||
Product sales | 3,466,928 | 36.8 | % | 3,357,202 | 38.1 | % | 3.3 | % | ||||||||||||
Services |
5,955,301 | 63.2 | % | 5,454,811 | 61.9 | % | 9.2 | % | ||||||||||||
Total |
9,422,229 | 100.0 | % | 8,812,013 | 100.0 | % | 6.9 | % |
For the Year, the total net revenue of the Group was approximately RMB9,422.2 million (US$1,290.8 million) (December 31, 2023: RMB8,812.0 million), representing an increase of approximately 6.9% as compared with 2023, mainly driven by a 9.2% increase in service revenue.
Revenue from product sales
The increase in the revenue from products sales during the Year as compared with last year was mainly due to the incremental contribution from product sales from Brand Management, which mainly comprised retail revenue from Gap China business, including both offline store sales and online sales; and partially offset by the decline from BEC due to the weak performance in the appliance, fast-moving consumer goods and electronics categories, as well as the Company’s optimization of its product distribution model, especially in the category of electronics. Product sales included product sales from E-Commerce and Brand Management of RMB1,999.6 million and RMB1,469.6 million for the Year, respectively, compared with product sales from E-Commerce and Brand Management of RMB2,092.2 million and RMB1,265.0 million for the year ended December 31, 2023.
Revenue from services
The increase in revenue from services during the Year as compared with last year was mainly due to a 22.2% year-over-year growth in digital marketing and IT solutions, driven by content creation and technology monetization, together with a 10.0% year-over-year growth in online store operations.
Cost of Products
Cost of products is incurred under the distribution model. Cost of products consists of the purchase price of products and inbound shipping charges, brand royalty fee, as well as inventory write- downs. Our cost of products was RMB2,473.8 million (US$338.9 million) for the Year (December 31, 2023: RMB2,409.1 million). The increase in cost of products during the Year as compared to last year was mainly attributable to the increased product sales volume from Brand Management.
Fulfillment Expenses
Our fulfillment expenses primarily consist of (i) expenses charged by third-party couriers for dispatching and delivering products to consumers, (ii) expenses incurred in operating our fulfillment and customer service center, including personnel cost and expenses attributable to buying, receiving, inspecting and warehousing inventories, retrieval, packaging and preparing customer orders for shipment, and store operations, (iii) rental expenses of leased warehouses, and (iv) packaging material costs. The fulfilment expenses decreased by 1.8% from RMB2,507.3 million (US$353.1 million) for the year ended December 31, 2023 to RMB2,461.6 million (US$337.2 million) for the Year. The decrease was mainly due to the Company’s cost control initiatives and efficiency improvements.
Sales and Marketing Expenses
Our sales and marketing expenses primarily consist of payroll, bonus and benefits of sales and marketing staff, advertising costs, service fees paid to marketplaces, agency fees and costs for promotional materials. The sales and marketing expenses increased by 19.5% from RMB2,829.0 million (US$398.5 million) for the year ended December 31, 2023 to RMB3,380.7 million (US$463.2 million) for the Year. The increase was mainly due to higher revenue contributions from digital marketing services for BEC, as well as increased marketing activities and offline stores for BBM during the Year.
Technology and Content Expenses
Our technology and content expenses consist primarily of payroll and related expenses for employees in our technology and system department, technology infrastructure expenses, costs associated with the computers, storage and telecommunications infrastructure for internal use and other costs, such as editorial content costs. The technology and content expenses increased by 8.9% from RMB505.2 million (US$71.2 million) for the year ended December 31, 2023 to RMB550.3 million (US$75.4 million) for the Year.
The increase was in line with the increasing revenues from IT solutions during the Year, partially offset by the Company’s cost control initiatives and efficiency improvements.
General and Administrative Expenses
Our general and administrative expenses consist primarily of payroll and related expenses for our management and other employees involved in general corporate functions, office rentals, depreciation and amortization expenses relating to property and equipment used in general and administrative functions, provision for allowance for doubtful accounts, professional service and consulting fees and other expenses incurred in connection with general corporate purposes. The general and administrative expenses decreased by 16.0% from RMB855.9 million (US$120.6 million) for the year ended December 31, 2023 to RMB719.2 million (US$98.5 million) for the Year, primarily due to the Company’s cost control initiatives and efficiency improvements.
Other Operating Income (Expenses), Net
Our other operating income (expenses) mainly consists of government grants received by the subsidiaries of the Group in the PRC. The other operating income decreased by 55.1% from RMB123.4 million (US$17.4 million) for the year ended December 31, 2023 to RMB55.4 million (US$7.6 million) for the Year, primarily attributable to a decrease in government grants received.
Other Income (Expenses)
The other income (expenses), net, consist of net interest expenses or income, unrealized investment (loss) gain, loss disposal of investments, (loss) gain on disposal/acquisition of subsidiaries and other gain (loss) arising from investing and financing activities. For the Year, other income (net) was approximately RMB21.8 million (US$3.0 million), compared with other expenses (net) RMB10.6 million (US$1.5 million) for the year ended December 31, 2023, the increase primarily due to unrealized investment gain which was mainly related to the increase in the trading price of iClick Interactive Asia Group Limited, or iClick Interactive, a public company listed on the Nasdaq Global Market that the Company invested in January 2021 partially offset by impairment loss of certain equity investments.
Income Tax Expense
For the Year, our income tax expense was RMB20.7 million (US$2.8 million) as compared to RMB12.0 million (US$1.7 million) for the year ended December 31, 2023.
Net Loss
As a result of the above factors, net loss of approximately RMB138.4 million (US$19.0 million) for the Year was recorded, compared to a net loss of RMB222.8 million (US$31.4 million) for the year ended December 31, 2023.
Current Assets
As of December 31, 2024, the current assets of the Group were approximately RMB7,214.2 million (US$988.3 million), representing a decrease of 1.1% as compared with approximately RMB7,290.8 million (US$1,026.9 million) as of December 31, 2023. As of December 31, 2024, the current ratio (current assets divided by current liabilities) of the Group was approximately 1.9 times (December 31, 2023: approximately 1.9 times).
Accounts Receivables, net of Allowance for Credit Loss
Our accounts receivables represent receivables from customers. The accounts receivables (net of allowance of credit loss) decreased by 6.9% from RMB2,184.7 million (US$307.7 million) as of December 31, 2023 to RMB2,033.8 million (US$278.6 million) as of December 31, 2024.
Accounts Payables
Our accounts payables represent payables to suppliers. As of December 31, 2024, accounts payables amounted to approximately RMB620.7 million (US$85.0 million), representing an increase of approximately 10.1% as compared with approximately RMB563.6 million (US$79.4 million) as of December 31, 2023, primarily due to the incremental account payables related to Gap Shanghai, a subsidiary the Company acquired in the first quarter of 2023.
Accrued Expenses and Other Current Liabilities
Other current liabilities primarily consist of logistics expenses accruals, salary and welfare payable as well as marketing expenses accruals.
As of December 31, 2024, accrued expenses and other current liabilities amounted to approximately RMB1,169.5 million (US$160.2 million), representing a decrease of approximately 1.6% as compared with approximately RMB1,188.2 million (US$167.4 million) as of December 31, 2023.
LIQUIDITY AND CAPITAL RESOURCES
We have financed our operations primarily through cash generated from operating activities, proceeds from our public offerings and private placements, short-term bank borrowings.
Cash and Cash Equivalents
Our cash and cash equivalents generally consist of bank deposits denominated in RMB, USD and HKD. Bank deposits carry interest at market rates which range from 0.70% to 5.01% per annum. Our cash and cash equivalents, restricted cash and short-term investment amounted to approximately RMB1,289.3 million (US$176.6 million), RMB355.0 million (US$48.6 million), and RMB1,271.6 million (US$174.2 million) as of December 31, 2024 (December 31, 2023: RMB2,149.5 million (US$302.8 million), RMB202.8 million (US$28.6 million), and RMB720.5 million (US$101.5 million)). The cash position remains stable for the Year and the same period last year.
Short-term Loan
As of December 31, 2024, we had short-term loan of approximately RMB1,221.0 million (US$167.3 million) (December 31, 2023: RMB1,115.7 million).
For the Year, the effective interest rates of the Group’s short-term bank borrowings ranged from 2.6% to 3.0% (December 31, 2023: 2.8% to 3.3%).
Pledge of Assets
As of December 31, 2024, we had RMB308 million bank deposits pledged to secure the RMB129 million outstanding bank borrowing.
Gearing Ratio
The calculation of gearing ratio is based on total liabilities for the year divided by total equity for the year and multiplied by 100.0%. The gearing ratio as of December 31, 2023 and December 31, 2024 were both 1.08.
Contingent Liabilities and Commitments
As of December 31, 2024, the Group did not have any material contingent liabilities or commitments.
Concentration of Credit Risks
Financial instruments that potentially subject the Group to significant concentrations of credit risk primarily consist of cash and cash equivalents, restricted cash, accounts receivable, short-term investments, and amounts due from related parties.
We had cash and cash equivalents of RMB1,289.3 million (US$176.6 million) and RMB2,149.5 million (US$302.8 million), restricted cash of RMB355.0 million (US$48.6 million) and RMB202.8 million (US$28.6 million), short-term investments of RMB1,271.6 million (US$174.2 million) and RMB720.5 million (US$101.5 million) as of December 31, 2024 and December 31, 2023, respectively. All of the Group’s cash and cash equivalents, restricted cash, and short-term investments were held by major financial institutions located in the PRC, Hong Kong, Japan and Taiwan which management believes are of high credit quality.
We had accounts receivables, net of allowance for credit losses, of RMB2,033.8 million (US$278.6 million) and RMB2,184.7 million (US$307.7 million) and amounts due from related parties of RMB7.0 million (US$1.0 million) and RMB86.7 million (US$12.2 million) as of December 31, 2024 and December 31, 2023, respectively. Accounts receivable and amounts due from related parties are typically unsecured and are derived from revenues earned from customers in the PRC. The risk with respect to accounts receivable is mitigated by credit evaluations the Group performs on its customers and its ongoing monitoring process of outstanding balances.
Foreign Exchange Risk
The Group is exposed to foreign exchange risk primarily from purchases of goods or services which give rises to payables that are denominated in a foreign currency. The conversion of Renminbi into foreign currencies, including U.S. dollars, is based on rates set by The People’s Bank of China. Renminbi has fluctuated against the U.S. dollars, at times significantly and unpredictably. During the Year, the Group had deployed certain financial instruments for mitigating its exposures towards foreign currency risk. The Group will continue to keep track of the foreign exchange risk and take prudent measures to mitigate exchange risk, and take appropriate action where necessary.
SIGNIFICANT INVESTMENT HELD, MATERIAL ACQUISITIONS AND DISPOSALS
As of December 31, 2024, there were no significant investments (including any investment in an investee company with a value of 5% or more of the Group’s total assets as of December 31, 2024) held by the Group. During the Year, there were no material acquisitions and disposals of subsidiaries, associates or joint ventures.
FUTURE PLANS FOR MATERIAL INVESTMENTS AND CAPITAL ASSETS
The Group had not executed any agreement in respect of material investment or capital asset and did not have any other plans relating to material investment or capital asset as of the date of this announcement. However, as China e-commerce and retail market evolves, if any potential investment opportunity arises in the coming future, the Group will perform feasibility studies and prepare implementation plans to consider whether it is beneficial to the Group and our shareholders as a whole.
EMPLOYEES AND REMUNERATION POLICY
As of December 31, 2024, the Group had 7,650 full-time employees, compared with 7,827 as of December 31, 2023. The decrease in full-time employees was mainly due to our process reengineering and efficiency enhancement that we used less labor for our front-end operations and logistics function.
Our success depends on our ability to attract, retain and motivate qualified personnel. Most of our senior management team members possess overseas or top-tier educational backgrounds, strong IT capabilities, deep industry knowledge and working experience with brand partners. In addition, our brand management team comprises personnel who connect well culturally with brands. We have developed a corporate culture that encourages teamwork, effectiveness, self-development and commitment to providing our brand partners with superior services. We typically remunerate our employees with cash compensation and benefits, we may also grant our employees with share options and RSUs according to our share incentive plans. We usually enter into standard labor contracts with our employees. We also enter into standard confidentiality and non-compete agreements with our senior management. The non-compete restricted period typically expires two years after the termination of employment, and we agree to compensate the employee with a certain percentage of his or her pre-departure salary during the restricted period.
We have established comprehensive training programs, including orientation programs and on- the-job training, to enhance performance and service quality. Our orientation programs cover such topics as our corporate culture, business ethics, e-commerce workflows and services. Our on-the-job training includes training of business English and business presentation, management training camp for junior managers and customer service agent career development programs. In 2014, we set up a special dedicated training facility, Baozun College, to further strengthen our internal training programs. In 2024, we elevated Baozun College, and upgraded into Baozun Capability Development Center by incorporating comprehensive practical training programs, each meticulously tailored to suit the varying skill levels of our employees. Additionally, we enhanced the Baozun Young Talent Program, an initiative dedicated to nurturing emerging talent, for the third consecutive year.
SUBSEQUENT EVENTS
There was no event that has taken place subsequent to December 31, 2024 and up to the date of this announcement that may have a material impact on the Group’s operating and financial performance.
COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE
We aim to achieve high standards of corporate governance which are crucial to our development and safeguard the interests of our shareholders. The Group has adopted the code provisions in Part 2 of the Corporate Governance Code (the “CG Code”) as set out in Appendix C1 to the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) as its own code of corporate governance.
Save for the deviation for reasons set out below, during the Year, the Group has complied with the CG Code.
Pursuant to code provision C.2.1 of the CG Code, the responsibilities between the chairman and the chief executive officer should be segregated and should not be performed by the same individual. However, we do not have a separate chairman and chief executive officer and Mr. Qiu is performing these two roles. Mr. Qiu is responsible for the overall management, operation and strategic development of the Group and has been instrumental to our growth and business operation as the founder of the Group. Taking into account the continuation of management and the implementation of our business strategies, the Directors (including the independent Directors) consider that vesting the roles of the chairman and the chief executive officer in the same person would allow the Company to be more effective and efficient in developing business strategies and executing business plans. The existing arrangements are beneficial to the business prospect and management of the Group and are in the interests of the Company and the Shareholders as a whole. The balance of power and authority is ensured by the operation of the senior management and the Board, both of which comprises experienced and high-calibre individuals. The Board will regularly review the effectiveness of this structure to ensure that it is appropriate to the Group’s circumstances.
COMPLIANCE WITH MODEL CODE FOR SECURITIES TRANSACTIONS
The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) as set out in Appendix C3 to the Listing Rules as a code of conduct for securities transactions by the Directors during the Year.
Having made specific enquiries to all the Directors, all the Directors confirmed that they have strictly complied with the required standards set out in the Model Code during the Year.
The Board has also adopted the Model Code to regulate all dealings by relevant employees, including any employee or a director or employee of a subsidiary or holding company, who, because of his/her office or employment, are likely to be in possession of unpublished inside information of the Company in respect of securities in the Company. No incident of non- compliance with the Model Code by the Company’s relevant employees has been noted during the Year after making reasonable enquiry.
PURCHASE, SALE OR REDEMPTION OF LISTED SECURITIES OF THE COMPANY
During the Year, the Company repurchased from the market a total of 4,777,000 ADSs of the Company listed on Nasdaq Global Select Market in the United States, of which, (i) 844,601 ADSs were repurchased for cancellation; and (ii) 3,932,399 ADSs were repurchased and held as treasury shares. Details of the repurchases of the ADSs are as follows:
Month of repurchases |
Number repurchased |
Highest price per ADS |
Lowest price per ADS |
Aggregate consideration |
|||||||||||||
(US$) | (US$) | (US$) | |||||||||||||||
April, 2024 | 844,601 | 2.83 | 2.24 | 2,079,987 | |||||||||||||
June, 2024 | 336,601 | 2.46 | 2.25 | 798,963 | |||||||||||||
July, 2024 | 775,141 | 2.94 | 2.36 | 2,013,171 | |||||||||||||
September, 2024 | 949,757 | 3.79 | 2.22 | 2,473,648 | |||||||||||||
October, 2024 | 685,891 | 4.34 | 3.17 | 2,472,748 | |||||||||||||
November, 2024 | 144,415 | 2.77 | 2.50 | 378,321 | |||||||||||||
December, 2024 | 1,040,594 | 3.76 | 2.39 | 3,015,291 | |||||||||||||
Total |
4,777,000 | – | – | 13,232,129 |
The repurchases were made by the Directors with a view to give back shareholder return to the Company’s shareholders. As of December 31, 2024, (i) 2,533,803 Class A ordinary shares represented by the 844,601 ADSs being repurchased were pending cancellation; and (ii) 11,797,197 treasury shares represented by the 3,932,399 ADSs being repurchased were held by the Company, which may be resold on the open market at prevailing market price to raise funds for the Company, or transferred or used for other purposes such as implementing plans under Rule 10b5-1 and/or Rule 10b-18 under the U.S. Securities Exchange Act of 1934, as amended, depending on market conditions and in accordance with applicable laws, rules and regulations.
Save as disclosed above, neither the Company nor any of its subsidiaries had purchased, sold or redeemed any of the Company’s listed securities (including sale of treasury shares) during the Year.
REVIEW OF ANNUAL RESULTS
The Company has established the Audit Committee in compliance with the Listing Rules. The Audit Committee has reviewed the annual financial results for the Year and considers that the annual financial results are in compliance with the relevant accounting standards, rules and regulations and appropriate disclosures have been duly made.
FINAL DIVIDEND
The Board has resolved not to recommend the distribution of final dividend for the Year (2023: Nil).
SCOPE OF WORK OF KPMG
The figures in respect of the Group’s unaudited consolidated balance sheet, unaudited consolidated statement of operations and unaudited consolidated statement of comprehensive income and the related notes thereto for the year ended December 31, 2024 as set out in the preliminary announcement have been agreed by the Group’s auditor, KPMG, Certified Public Accountants, to the amounts set out in the unaudited consolidated financial statements of the Group for the year. The work performed by KPMG in this respect did not constitute an assurance engagement and consequently no opinion or assurance conclusion has been expressed by KPMG on the preliminary announcement.
NON-GAAP FINANCIAL MEASURES
In evaluating our business, we consider and use non-GAAP income (loss) from operations, non- GAAP net income (loss), non-GAAP net income (loss) attributable to ordinary shareholders of Baozun, and diluted non-GAAP net income (loss) attributable to ordinary shareholders of Baozun per ADS, as supplemental measures to review and assess our operating performance. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. Non-GAAP income (loss) from operations is income (loss) from operations excluding the impact of share-based compensation expenses, amortization of intangible assets resulting from business acquisition, acquisition-related expenses, impairment of goodwill and investments, and cancellation fees of repurchased ADSs. Non-GAAP net income (loss) is net income (loss) excluding the impact of share-based compensation expenses, amortization of intangible assets resulting from business acquisition, acquisition-related expenses, impairment of goodwill and investments, cancellation fees of repurchased ADSs, fair value change on financial instruments, other-than-temporary impairment of equity method investments, (gain) on disposal/acquisition of subsidiaries, and unrealized investment loss. Non-GAAP net income (loss) attributable to ordinary shareholders of Baozun is net income (loss) attributable to ordinary shareholders of Baozun excluding the impact of share-based compensation expenses, amortization of intangible assets resulting from business acquisition, acquisition-related expenses, impairment of goodwill and investments, cancellation fees of repurchased ADSs, fair value change on financial instruments, other-than-temporary impairment of equity method investments, loss (gain) on disposal/acquisition of subsidiaries, and unrealized investment loss. Diluted non-GAAP net income (loss) attributable to ordinary shareholders of Baozun per ADS is non-GAAP net income (loss) attributable to ordinary shareholders of Baozun divided by weighted average number of shares used in calculating net income (loss) per ordinary share multiplied by three, as each ADS represents three of our Class A ordinary shares.
We present the non-GAAP financial measures because they are also used by our management to evaluate our operating performance and formulate business plans. Non-GAAP income (loss) from operations, non-GAAP net income (loss), non-GAAP net income (loss) attributable to ordinary shareholders of Baozun and diluted non-GAAP net income (loss) attributable to ordinary shareholders of Baozun per ADS enable our management to assess our operating results without considering the impact of share-based compensation expenses, amortization of intangible assets resulting from business acquisition and unrealized investment loss. Such items are non-cash expenses that are not directly related to our business operations. Share-based compensation expenses represent non-cash expenses associated with share options and restricted share units we grant under share incentive plans. Amortization of intangible assets resulting from business acquisition represents non-cash expenses associated with intangible assets acquired through one-off business acquisition. Unrealized investment loss represents non-cash expenses associated with the change in fair value of the equity investments. We believe that, by excluding such non-cash items, the non-GAAP financial measures help identify the trends underlying our core operating results that could otherwise be distorted. As such, we believe that the non-GAAP financial measures facilitate investors’ assessment of our operating performance, enhance the overall understanding of our past performance and future prospects and allow for greater visibility with respect to key metrics used by our management in their financial and operational decision-making.
The non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. The non-GAAP financial measures have limitations as analytical tools. One of the key limitations of using non-GAAP income (loss) from operations, non-GAAP net income (loss), non-GAAP net income (loss) attributable to ordinary shareholders of Baozun and diluted non-GAAP net income (loss) attributable to ordinary shareholders of Baozun per ADS is that they do not reflect all items of income (loss) and expense that affect our operations. Share-based compensation expenses and amortization of intangible assets resulting from business acquisition and unrealized investment loss have been and may continue to be incurred in our business and are not reflected in the presentation of non-GAAP income (loss) from operations, non-GAAP net income (loss), non-GAAP net income (loss) attributable to ordinary shareholders of Baozun and diluted non-GAAP net income (loss) attributable to ordinary shareholders of Baozun per ADS. Further, the non-GAAP measures may differ from the non-GAAP measures used by other companies, including peer companies, and therefore their comparability may be limited. In light of the foregoing limitations, the non-GAAP income (loss) from operations, non-GAAP net income (loss), non-GAAP net income (loss) attributable to ordinary shareholders of Baozun and diluted non-GAAP net income (loss) attributable to ordinary shareholders of Baozun per ADS for the period should not be considered in isolation from or as an alternative to income (loss) from operations, net income (loss), net income (loss) attributable to ordinary shareholders of Baozun, net income (loss) attributable to ordinary shareholders of Baozun per ADS, or other financial measures prepared in accordance with U.S. GAAP.
We compensate for these limitations by reconciling the non-GAAP financial measure to the nearest U.S. GAAP performance measure, which should be considered when evaluating our performance. We encourage you to review our financial information in its entirety and not rely on a single financial measure.
A reconciliation of these non-GAAP financial measures to the nearest U.S. GAAP performance measures is provided below:
Baozun Inc.
Reconciliations of GAAP and
Non-GAAP Results
(in thousands, except for share and per ADS data)
For the year ended December 31, | ||||||||||||
2023 | 2024 | |||||||||||
RMB | RMB | US$ | ||||||||||
Loss from operations |
(206,380 | ) | (114,825 | ) | (15,731 | ) | ||||||
Add: Share-based compensation expenses | 103,449 | 81,601 | 11,179 | |||||||||
Amortization of intangible assets resulting from business acquisition | 31,875 | 36,257 | 4,967 | |||||||||
Acquisition-related expenses | 12,171 | – | – | |||||||||
Impairment of goodwill | 35,212 | 6,934 | 950 | |||||||||
Cancellation fees of repurchased ADSs | – | 678 | 93 | |||||||||
Non-GAAP (loss) income from operations | (23,673 | ) | 10,645 | 1,458 | ||||||||
Net loss | (222,776 | ) | (138,384 | ) | (18,957 | ) | ||||||
Add: Share-based compensation expenses | 103,449 | 81,601 | 11,179 | |||||||||
Amortization of intangible assets resulting from business acquisition | 31,875 | 36,257 | 4,967 | |||||||||
Acquisition-related expenses | 12,171 | – | – | |||||||||
Impairment of goodwill and investments | 35,212 | 21,337 | 2,923 | |||||||||
Other-than-temporary impairment of equity method investments | – | 26,115 | 3,578 | |||||||||
Cancellation fees of repurchased ADSs | – | 678 | 93 | |||||||||
Fair value gain on derivative liabilities | (24,515 | ) | – | – | ||||||||
Gain on disposal/acquisition of subsidiaries | (631 | ) | – | – | ||||||||
Unrealized investment loss (gain) | 68,031 | (4,851 | ) | (665 | ) | |||||||
Less: Tax effect of amortization of intangible assets resulting from business acquisition(1) | (6,086 | ) | (7,611 | ) | (1,043 | ) | ||||||
Non-GAAP net (loss) income |
(3,270 | ) | 15,142 | 2,075 |
For the year ended December 31, | ||||||||||||
2023 | 2024 | |||||||||||
RMB | RMB | US$ | ||||||||||
Net loss attributable to ordinary shareholders of Baozun Inc. | (278,422 | ) | (185,198 | ) | (25,370 | ) | ||||||
Add: Share-based compensation expenses | 103,449 | 81,601 | 11,179 | |||||||||
Amortization of intangible assets resulting from business acquisition | 24,206 | 25,776 | 3,531 | |||||||||
Acquisition-related expenses | 12,171 | – | – | |||||||||
Impairment of goodwill and investments | 35,212 | 20,742 | 2,842 | |||||||||
Other-than-temporary impairment of equity method investments | – | 26,115 | 3,578 | |||||||||
Cancellation fees of repurchased ADSs | – | 678 | 93 | |||||||||
Fair value gain on derivative liabilities | (24,515 | ) | – | – | ||||||||
Gain on disposal/acquisition of subsidiaries | (652 | ) | – | – | ||||||||
Unrealized investment loss (gain) | 68,031 | (4,851 | ) | (665 | ) | |||||||
Less: Tax effect of amortization of intangible assets resulting from business acquisition(1) | (4,569 | ) | (5,234 | ) | (717 | ) | ||||||
Non-GAAP net loss attributable to ordinary shareholders of Baozun Inc. | (65,089 | ) | (40,371 | ) | (5,529 | ) | ||||||
Diluted non-GAAP net loss attributable to ordinary shareholders of Baozun Inc. per ADS: |
(1.09 | ) | (0.67 | ) | (0.09 | ) | ||||||
Weighted average shares used in calculating diluted net loss per ordinary share | 178,549,849 | 179,678,986 | 179,678,986 |
(1) | The Company evaluated the non-GAAP adjustments items and concluded that these items have immaterial income tax effects except for amortization of intangible assets resulting from business acquisition. |
PUBLICATION OF ANNUAL RESULTS AND 2024 ANNUAL REPORT
This announcement is published on the websites of the Company (http://ir.baozun.com) and the Hong Kong Stock Exchange (http://www.hkexnews.hk). The 2024 annual report will be made available on the websites of the Company and the Hong Kong Stock Exchange as and when appropriate.
By order of the Board | |
Baozun Inc. | |
Vincent Wenbin Qiu | |
Chairman |
Hong Kong, March 20, 2025
As at the date of this announcement, our board of directors comprises Mr. Vincent Wenbin Qiu as the chairman, Mr. Junhua Wu, Mr. Satoshi Okada, Dr. Jun Wang and Ms. Bin Yu as directors, and Mr. Yiu Pong Chan, Mr. Steve Hsien-Chieng Hsia and Mr. Benjamin Changqing Ye as independent directors.
This announcement contains forward-looking statements relating to the business outlook, estimates of financial performance, forecast business plans and growth strategies of the Group. These forward-looking statements are based on information currently available to the Group and are stated herein on the basis of the outlook at the time of this announcement. They are based on certain expectations, assumptions and premises, some of which are subjective or beyond our control. These forward-looking statements may prove to be incorrect and may not be realized in the future. Underlying these forward-looking statements are a lot of risks and uncertainties. In light of the risks and uncertainties, the inclusion of forward-looking statements in this announcement should not be regarded as representations by the Board or the Company that the plans and objectives will be achieved, and investors should not place undue reliance on such statements.
* for identification purposes only
Exhibit 99.3
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
Under our weighted voting rights structure, our share capital comprises Class A ordinary shares and Class B ordinary shares. Each Class A ordinary share entitles the holder to exercise one vote, and each Class B ordinary share entitles the holder to exercise ten votes, respectively, on any resolution tabled at our general meetings, except as may otherwise be required by law or by the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited or provided for in our memorandum and articles of association. Shareholders and prospective investors should be aware of the potential risks of investing in a company with a weighted voting rights structure. Our American depositary shares, each representing three of our Class A ordinary shares, are listed on the Nasdaq Global Select Market in the United States under the symbol BZUN.
Baozun Inc.
寶尊電商有限公司*
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(Stock Code: 9991)
CHANGE OF JOINT
COMPANY SECRETARY
AND
WAIVER FROM STRICT COMPLIANCE WITH RULES 3.28 AND 8.17 OF THE LISTING RULES
CHANGE OF JOINT COMPANY SECRETARY
The board (the “Board”) of directors of Baozun Inc. (the “Company”) hereby announces that Mr. Arthur Yu (“Mr. Yu”) has resigned as the joint company secretary of the Company (the “Joint Company Secretary”) with effect from March 20, 2025 due to other business commitments. Mr. Yu has confirmed that he has no disagreement with the Board and there is no matter in relation to his resignation that needs to be brought to the attention of the shareholders of the Company and The Stock Exchange of Hong Kong Limited (the “Stock Exchange”).
The Board would like to take this opportunity to express its gratitude to Mr. Yu for his contributions to the Company during his tenure as the Joint Company Secretary.
The Board further announces that Ms. Wendy Sun Shu (“Ms. Sun”) has been appointed as Joint Company Secretary with effect from March 20, 2025. Ms. So Ka Man (“Ms. So”) will continue to serve as the other Joint Company Secretary.
The biographical details of Ms. Sun and Ms. So are set out as follows:
Ms. Sun, aged 41, currently serves as the Senior Director of Corporate Development and Investor Relations and served as the Investor Relations Director of the Company from March 2019 to June 2022. Since joining the Company, Ms. Sun has been instrumental in shaping its development and capital market strategies, serving as the primary point of contact for capital market messaging and communication. Ms. Sun has played a pivotal role in the successful execution of key corporate initiatives. These include the Group’s public offering of convertible senior notes in 2019, the Hong Kong initial public offering in 2020, the conversion from secondary to primary listing on the Main Board of the Stock Exchange in 2022, and various share repurchase programs. From 2021 to 2023, as head of the Company’s strategic investment department, she spearheaded the acquisition of Gap Shanghai, a major milestone that launched the Company’s business transformation into Baozun e-Commerce and Baozun Brand Management.
Throughout her tenure with the Company, she has been the primary liaison for external investors, addressing inquiries and information requests. She would regularly communicate with the Board, analysts, and investors to convey information about the Company’s financial results, strategies, growth opportunities, and business plan. Ms. Sun received her double bachelor’s degrees in Finance and Accounting from the University of International Business and Economics in 2006, and a master’s degree in Economics from the China Economics and Management Academy CEMA of Central University of Finance and Economics in 2009. She also is a CFA Level 3 candidate and has obtained the TEM-8.
Ms. So was appointed as a Joint Company Secretary on November 1, 2022. Ms. So is a director of Company Secretarial Services of Tricor Services Limited. Ms. So has over 20 years of experience in the corporate secretarial field. She has been providing professional corporate services to Hong Kong listed companies as well as multinational, private and offshore companies. Ms. So is a chartered secretary, a chartered governance professional and a fellow of both The Hong Kong Chartered Governance Institute and The Chartered Governance Institute in the United Kingdom. She is a holder of the Practitioner’s Endorsement from The Hong Kong Chartered Governance Institute.
WAIVER FROM STRICT COMPLIANCE WITH RULES 3.28 AND 8.17 OF THE LISTING RULES
Pursuant to Rule 8.17 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”), an issuer must appoint a company secretary who satisfies the requirements under Rule 3.28 of the Listing Rules. Rule 3.28 of the Listing Rules provides that an issuer must appoint as its company secretary an individual who, in the opinion of the Stock Exchange, is capable of discharging the functions of a company secretary by virtue of his/her academic or professional qualifications or relevant experience.
Although Ms. Sun does not possess the relevant academic or professional qualifications or relevant experience as required under Rule 3.28 of the Listing Rules, Ms. Sun, as the Senior Director of Corporate Development and Investor Relations of the Company, has a thorough understanding of and extensive experience in internal administration, business operations, strategic initiatives and corporate governance of the Group, and maintains close collaboration with the Board and senior management. Accordingly, the Board considers Ms. Sun is a suitable individual to serve as a Joint Company Secretary and believes that her appointment is in the interest of the Company and will facilitate the Group’s corporate governance and on-going compliance with the Listing Rules.
In addition, Ms. Sun will be assisted by Ms. So, who has the qualification and experience of a company secretary as required under Rule 3.28 of the Listing Rules, on matters concerning the Company’s ongoing compliance with the Listing Rules and applicable laws and regulations. Ms. Sun has also confirmed that she will take no less than 15 hours of relevant professional training in each financial year in compliance with the Rule 3.29 of the Listing Rules.
In light of the above, the Company has applied to the Stock Exchange for, and the Stock Exchange has granted, a waiver (the “Waiver”) from strict compliance with Rules 3.28 and 8.17 of the Listing Rules for a period of three years (the “Waiver Period”), commencing from March 20, 2025, being the date of appointment of Ms. Sun, as a Joint Company Secretary, on the conditions that (i) Ms. Sun must be assisted by Ms. So throughout the Waiver Period; and (ii) the Waiver could be revoked if there are material breaches of the Listing Rules by the Company.
Before the end of the Waiver Period, the Company must demonstrate and seek the Stock Exchange’s confirmation that Ms. Sun, having had the benefit of Ms. So’s assistance during the Waiver Period, has attained the relevant experience and is capable of discharging the functions of company secretary under Rule 3.28 of the Listing Rules such that a further waiver will not be necessary.
The Board would like to express its warm welcome to Ms. Sun on her new appointment.
By order of the Board | |
Baozun Inc. | |
Vincent Wenbin Qiu | |
Chairman |
Hong Kong, March 20, 2025
As at the date of this announcement, our board of directors comprises Mr. Vincent Wenbin Qiu as the chairman, Mr. Junhua Wu, Mr. Satoshi Okada, Dr. Jun Wang and Ms. Bin Yu as directors, and Mr. Yiu Pong Chan, Mr. Steve Hsien-Chieng Hsia and Mr. Benjamin Changqing Ye as independent directors.
* for identification purposes only