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6-K 1 tm2515672d1_6k.htm FORM 6-K

 

 

 

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 May 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 Yanjie Zhu
  Name: Catherine Yanjie Zhu
  Title: Chief Financial Officer

 

Date: May 21, 2025

 

 


 

Exhibit Index

 

Exhibit 99.1 — Press Release
Exhibit 99.2 — Nominating and Corporate Governance Committee Charter
Exhibit 99.3 — Change of Composition of Nominating and Corporate Governance Committee
Exhibit 99.4 — List of Directors and Their Role and Function

 

 


 

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.

 

 

 

EX-99.1 2 tm2515672d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

Baozun Announces First Quarter 2025 Unaudited Financial Results

 

SHANGHAI, China, May 21, 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 first quarter of 2025.

 

Mr. Vincent Qiu, Chairman and Chief Executive Officer of Baozun, commented, “Baozun continues to execute our strategic transformation with consistent quarterly progress. Our revenue streams have become more diversified, and our operational excellence continues to strengthen across the businesses. I am encouraged by the strides Baozun e-Commerce (BEC) has made in quality development and value generation for our brand partners. Within Baozun Brand Management (BBM), both Gap and Hunter are performing ahead of expectations, boosting our confidence in our strategic direction and future growth.”

 

“Overall, we closed the first quarter well with a consistent positioning to accelerate our transformation through 2025. Notably, 2025 marks Baozun’s 18th anniversary—a symbolic and strategic milestone. In Chinese tradition, eighteen signifies the time of renewed vigor, maturity and ambition. We view this milestone as a reflection of our transformation into an innovation-led platform focused on long-term value creation.” Mr. Qiu concluded.

 

Ms. Catherine Zhu, Chief Financial Officer of Baozun Inc., commented, “Baozun delivered a 4% topline growth in the first quarter of 2025, with E-Commerce revenue stabilizing and Brand Management revenue accelerating by 23% year-over-year. Notably, BBM’s operating loss narrowed by 28% year-over-year, and the business remains on track to deliver ongoing profitability improvement throughout the year. With disciplined management, and continued investment in technology and AI-powered commerce, we are well-positioned to sustain long-term profitability and growth.”

 

First Quarter 2025 Financial Highlights

 

Total net revenues were RMB2,064.4 million (US$1284.5 million), representing an increase of 4.3% compared with RMB1,979.8 million in the same quarter of last year.

 

Loss from operations was RMB84.0 million (US$11.6 million), compared with RMB54.8 million in the same quarter of last year. Operating margin was negative 4.1%, compared with negative 2.8% for the same period of 2024.

 

Non-GAAP loss from operations2 was RMB66.9 million (US$9.2 million), compared with RMB17.5 million in the same quarter of last year. Non-GAAP operating margin was negative 3.2%, compared with negative 0.9% for the same period of 2024.

 

Adjusted operating loss of E-commerce was RMB45.8 million (US$6.3 million), compared with adjusted operating income RMB11.8 million for the same period of 2024.

 

Adjusted operating loss of Brand Management narrowed to RMB21.1 million (US$2.9 million), an improvement of 28.1% from RMB29.3million for the same period of 2024.

 

 

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 RMB7.2567 to US$1.00, the noon buying rate in effect on March 31, 2025 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.

 

 


 

Net loss attributable to ordinary shareholders of Baozun was RMB63.1 million (US$8.7 million), compared with RMB66.6 million for the same period of 2024.

 

Non-GAAP net loss attributable to ordinary shareholders of Baozun3 was RMB57.2 million (US$7.9 million), compared with RMB15.4 million for the same period of 2024.

 

Basic and diluted net loss attributable to ordinary shareholders of Baozun per American Depositary Share (“ADS4”) were both RMB1.09(US$0.15), compared with RMB1.10 for the same period of 2024.

 

Diluted non-GAAP net loss attributable to ordinary shareholders of Baozun per ADS5 was RMB0.99 (US$0.14), compared with RMB0.25 for the same period of 2024.

 

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 first quarter of 2025, total revenue from BEC increased by 1.4% year-over-year, primarily driven by stronger sales in its distribution business model. BEC’s product sales grew by 7%, driven by growth categories in Home & Furniture, Alcohol and Health & Nutrition.

 

 

3 Non-GAAP net income (loss) attributable to ordinary 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-thantemporary impairment of equity method investments, cancellation fees of repurchased ADSs, fair value loss on financial instruments, loss (gain) on disposal/acquisition of subsidiaries, and unrealized investment loss (gain).

4 Each ADS represents three Class A ordinary shares.

5 Diluted non-GAAP net income (loss) attributable to ordinary shareholders of Baozun Inc. per ADS are non-GAAP financial measures, which are respectively defined as non-GAAP net income (loss) attributable to ordinary shareholders of Baozun Inc. divided by weighted average number of shares used in calculating diluted net income (loss) per ordinary share multiplied by three, respectively.

 

 


 

Omni-channel expansion remains a key theme for our brand partners. Notably, during this quarter, we achieved double-digit revenue growth on JD and Douyin, and triple-digit growth on RedNote for the quarter. By the end of the first quarter of 2025, approximately 47.7% of our brand partners engaged with us for store operations of at least two channels, compared to 42.8% at the end of same quarter of last year.

 

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. During the first quarter of 2025, total revenue from BBM increased by 23.4% year-over-year, driven by strong performance of both Gap and Hunter brands. At the end of the first quarter of 2025, Gap and Hunter brands have 152 offline stores under our management.

 

 


 

First Quarter 2025 Financial Results

 

Total net revenues were RMB2,064.4 million (US$284.5 million), an increase of 4.3% from RMB1,979.8 million in the same quarter of last year. The increase in total net revenues was driven by revenue growth in the Company’s BBM business line.

 

Total product sales revenue was RMB809.3 million (US$111.5 million), an increase of 14.4% compared with RMB707.5 million in the same quarter of last year, of which,

 

Product sales revenue of E-Commerce was RMB423.2 million (US$58.3 million), an increase of 7.3% from RMB394.6 million in the same quarter of last year. The increase was primarily attributable to the introduction of high-quality new distribution businesses, particularly in the Home & Furnishing, Alcohol, and Health & Nutrition sectors.

 

The following table sets forth a breakdown of product sales revenues of E-Commerce by key categories 6 for the periods indicated:

 

    For the three months ended March 31,  
    2024     2025  
    RMB     % of
Net Revenues
    RMB     US$     % of
Net Revenues
    YoY
Change
 
                                     
    (In millions, except for percentage)  
Product Sales of E-Commerce                                    
Appliances     190.7       10 %     157.8       21.7       8 %     -17 %
Beauty and cosmetics     69.0       3 %     70.5       9.7       3 %     2 %
Home and furnishing     20.1       1 %     48.1       6.6       2 %     139 %
Others     114.8       6 %     146.8       20.3       7 %     28 %
Total net revenues from product sales of E-Commerce     394.6       20 %     423.2       58.3       20 %     7 %

 

Product sales revenue of Brand Management was RMB386.7 million (US$53.3 million), an increase of 23.6% from RMB312.9 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, channel and marketing initiatives to boost sales.

 

 

6 Key categories refer to the categories that accounted for no less than 10% of product sales of E-Commerce revenues during the periods indicated.

 

 


 

Services revenue was RMB1,255.1 million (US$173.0 million), a slight decrease of 1.4% from RMB 1,272.2 million in the same quarter of last year.

 

The following table sets forth a breakdown of services revenue by business models for the periods indicated:

 

    For the three months ended March 31,  
    2024     2025  
    RMB     % of
Net Revenues
    RMB     US$     % of
Net Revenues
    YoY
Change
 
                                     
    (In millions, except for percentage)  
Services revenue                                                
Online store operations     366.6       19 %     410.9       56.7       20 %     12 %
Warehousing and fulfillment     461.9       23 %     442.4       61.0       22 %     -4 %
Digital marketing and IT solutions     462.2       23 %     432.8       59.6       21 %     -6 %
Inter-segment eliminations7     (18.5 )     -1 %     (31.0 )     (4.3 )     -2 %     68 %
Total net revenues from services     1,272.2       64 %     1,255.1       173.0       61 %     -1 %

 

Breakdown of total net revenues of online store operations of services revenue by key categories 8 for the periods indicated:

 

    For the three months ended March 31,  
    2024     2025  
    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     277.2       14 %     328.0       45.3       16 %     18 %
Luxury     96.4       5 %     104.4       14.4       5 %     8 %
Sportswear     111.7       6 %     114.3       15.8       6 %     2 %
Other apparel     69.1       3 %     109.3       15.1       5 %     58 %
Others     89.4       4 %     82.9       11.4       4 %     -7 %
Inter-segment eliminations9     (8.1 )     0 %     (9.8 )     (1.4 )     0 %     21 %
Total net revenues from online store operations in services     358.5       18 %     401.1       55.3       20 %     12 %

 

Total operating expenses were RMB2,148.4 million (US$296.0 million), compared with RMB2,034.6 million in the same quarter of last year.

 

Cost of products was RMB547.2 million (US$75.4 million), compared with RMB487.1 million in the same quarter of last year. The increase was primarily due to an increase in product sales volume.

 

Fulfillment expenses were RMB524.5 million (US$72.3 million), compared with RMB546.4 million in the same quarter of last year. The decrease was primarily due to a decline in E-commerce warehouse and logistics revenue, along with savings in Gap logistics expenses.

 

 

7 The inter-segment eliminations mainly consist of revenues from online store operations, warehousing and fulfillment, and digital marketing and IT services provided by E-Commerce to Gap, a brand under Brand Management.

8 Key categories refer to the categories that accounted for no less than 10% of services revenue during the periods indicated.

9 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 RMB800.4 million (US$110.3 million), compared with RMB694.0 million in the same quarter of last year. The increase was mainly due to incremental operating expenses for Zhejiang Location Information Technology Co., Ltd. (“Location”), a Douyin partner the Company acquired in the second quarter of 2024, as well as higher marketing activities and expenses associated with the expansion of offline stores for BBM during the quarter.

 

Technology and content expenses were RMB116.5 million (US$16.1 million), compared with RMB133.2 million in the same quarter of last year. The decrease was mainly due to the fact that the company continued to implement cost control and efficiency improvement initiatives, along with technology and content expenses management.

 

General and administrative expenses were RMB170.5 million (US$23.5 million), a decrease of 4.8% compared with RMB179.1 million in the same quarter of last year. The decrease was primarily due to the Company’s cost control initiatives and efficiency improvements.

 

Loss from operations was RMB84.0 million (US$11.6 million), compared with RMB54.8 million in the same quarter of last year. The operating margin was negative 4.1%, compared with a negative 2.8% in the same quarter of last year.

 

Non-GAAP loss from operations was RMB66.9 million (US$9.2 million), compared with RMB17.5 million in the same quarter of last year. Non-GAAP operating margin was negative 3.2%, compared with negative 0.9% in the same quarter of last year.

 

●        Adjusted operating profit of E-Commerce was RMB45.8 million (US$6.3 million), compared with RMB11.8 million in the same quarter of last year.

 

●        Adjusted operating loss of Brand Management was RMB21.1 million (US$2.9 million), an improvement of 28.1% compared with RMB29.3 million in the same quarter of last year.

 

Unrealized investment gain was RMB12.4 million (US$1.7 million), compared with unrealized investment loss of RMB17.0 million in the same quarter of last year. The unrealized investment gain of this quarter was primarily due to the increase in the trading price of publicly listed companies we invest in.

 

Fair value change on financial instruments was a loss of RMB13.6 million (US$1.9 million), compared with nil in the same quarter of last year. The fair value change on financial instruments is mainly comprised the loss recognized from the financial instruments the Company invested in during the second quarter of 2024.

 

Exchange gain was RMB8.2 million (US$1.1 million), due to exchange rate fluctuation in the quarter ended March 31, 2025, compared to exchange loss of RMB0.2 million in the same quarter last year.

 

Net loss attributable to ordinary shareholders of Baozun was RMB63.1 million (US$8.7 million), compared with net loss attributable to ordinary shareholders of Baozun RMB66.6 million in the same quarter of last year.

 

 


 

Basic and diluted net loss attributable to ordinary shareholders of Baozun per ADS were both RMB1.09 (US$0.15), compared with both RMB1.10 for the same period of 2024.

 

Non-GAAP net loss attributable to ordinary shareholders of Baozun Inc. was RMB57.2 million (US$7.9 million), compared with RMB15.4 million in the same quarter of last year.

 

Diluted non-GAAP net loss attributable to ordinary shareholders of Baozun per ADS was RMB0.99 (US$0.14), compared with RMB0.25 for the same period of 2024.

 

 


 

Segment Information

 

(a) Description of segments

 

The Group has two operating segments, which are (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 March 31, 2024 and 2025:

 

    For the three months ended March 31,  
    2024     2025  
    RMB     RMB  
Net revenues:                
E-Commerce     1,684,276       1,708,666  
Brand Management     313,988       387,359  
Inter-segment eliminations *     (18,494 )     (31,665 )
Total consolidated net revenues     1,979,770       2,064,360  
                 
Adjusted Operating Profits (Losses) **:                
E-Commerce     11,758       (45,828 )
Brand Management     (29,303 )     (21,068 )
Inter-segment eliminations *     -       (15 )
Total Adjusted Operating Losses     (17,545 )     (66,911 )
Unallocated expenses:                
Share-based compensation expenses     (29,324 )     (9,178 )
Amortization of intangible assets resulting from business acquisition     (7,911 )     (7,901 )
Total other (expenses) income, net     (8,236 )     5,814  
Loss before income tax and share of loss in equity method investment     (63,016 )     (78,176 )

 

*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 and amortization of intangible assets resulting from business acquisition.

 

 


 

Conference Call

 

The Company will host a conference call to discuss the earnings at 7:30 a.m. Eastern Time on Wednesday, May 21, 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: 9469014

 

A replay of the conference call may be accessible through May 28, 2025 by dialing the following numbers:

 

United States: 1-877-344-7529
International: 1-412-317-0088
Canada: 855-669-9658
Replay Access Code: 6845694

 

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 loss on financial instruments, 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 loss on financial instruments, 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 pros pects 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,

2024

   

March 31,

2025

   

March 31,

2025

 
    RMB     RMB     US$  
ASSETS                  
Current assets                        
Cash and cash equivalents     1,289,323       1,115,967       153,783  
Restricted cash     354,991       300,272       41,379  
Short-term investments     1,271,618       1,104,329       152,181  
Accounts receivable, net     2,033,778       2,011,388       277,177  
Inventories     1,117,439       1,137,037       156,688  
Advances to suppliers     404,353       396,328       54,615  
Derivative financial assets     11,557       5,553       765  
Prepayments and other current assets     724,091       649,681       89,528  
Amounts due from related parties     7,021       7,612       1,049  
Total current assets     7,214,171       6,728,167       927,165  
                         
Non-current assets                        
Long-term debt investment (including RMB73,403 of the investments measured at fair value of March 31,2025)     -       87,924       12,116  
Long-term equity investments     341,687       343,132       47,285  
Property and equipment, net     822,229       795,787       109,662  
Intangible assets, net     357,307       344,847       47,521  
Land use right, net     37,438       37,182       5,124  
Operating lease right-of-use assets     767,376       728,845       100,438  
Goodwill     362,399       362,399       49,940  
Other non-current assets     69,886       57,334       7,901  
Deferred tax assets     234,508       233,542       32,183  
Total non-current assets     2,992,830       2,990,992       412,170  
Total assets     10,207,001       9,719,159       1,339,335  
                         
LIABILITIES AND SHAREHOLDERS’ EQUITY                        
Current liabilities                        
Short-term loan     1,220,957       1,529,515       210,773  
Accounts payable     620,679       408,112       56,239  
Notes payable     461,179       84,501       11,645  
Income tax payables     26,559       -       -  
Accrued expenses and other current liabilities     1,169,547       1,114,367       153,560  
Derivative liabilities     130       144       20  
Amounts due to related parties     5,369       2,407       331  
Current operating lease liabilities     243,137       249,156       34,335  
Total current liabilities     3,747,557       3,388,202       466,903  
                         
Non-current liabilities                        
Deferred tax liabilities     32,783       30,980       4,269  
Long-term operating lease liabilities     597,805       554,314       76,387  
Other non-current liabilities     48,277       45,731       6,302  
Total non-current liabilities     678,865       631,025       86,958  
Total liabilities     4,426,422       4,019,227       553,861  

 

 


 

Baozun Inc.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except for share and per share data)

 

      As of  
     

December 31,

2024

     

March 31,

2025

     

March 31,

2025

 
      RMB       RMB       US$  
Redeemable non-controlling interests     1,670,379       1,673,291       230,586  
                         
Baozun Inc. shareholders’ equity:                        
Class A ordinary shares (US$0.0001 par value; 470,000,000 shares authorized,175,668,586 and 175,744,636 shares issued, 161,337,586 and 159,942,208 shares outstanding, as of December 31, 2024, and March 31, 2025, respectively)     95       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, 2024, and March 31, 2025)     8       8       1  
Additional paid-in capital     4,646,631       4,652,602       641,146  
Treasury shares (14,331,000 and 15,802,428.00 shares as of December 31, 2024, and March 31, 2025, respectively)     (95,502 )     (105,719 )     (14,568 )
Accumulated deficit     (691,785 )     (754,865 )     (104,021 )
Accumulated other comprehensive income     54,575       47,229       6,508  
                         
Total Baozun Inc. shareholders’ equity     3,914,022       3,839,350       529,079  
                         
Non-controlling interests     196,178       187,291       25,809  
                         
Total Shareholders’ equity     4,110,200       4,026,641       554,888  
                         
Total liabilities, redeemable non-controlling interests and shareholders’ equity     10,207,001       9,719,159       1,339,335  

 

 


 

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,  
    2024     2025  
    RMB     RMB     US$  
Net revenues                        
Product sales (1)     707,524       809,295       111,524  
Services     1,272,246       1,255,065       172,953  
Total net revenues     1,979,770       2,064,360       284,477  
                         
Operating expenses (2)                        
Cost of products     (487,111 )     (547,178 )     (75,403 )
Fulfillment (3)     (546,391 )     (524,525 )     (72,281 )
Sales and marketing (3)     (694,043 )     (800,351 )     (110,291 )
Technology and content (3)     (133,187 )     (116,475 )     (16,051 )
General and administrative (3)     (179,087 )     (170,485 )     (23,493 )
Other operating income, net     5,269       10,664       1,470  
Total operating expenses     (2,034,550 )     (2,148,350 )     (296,049 )
Loss from operations     (54,780 )     (83,990 )     (11,572 )
Other income (expenses)                        
Interest income     19,174       11,357       1,565  
Interest expense     (10,205 )     (12,528 )     (1,726 )
Unrealized investment (loss) gain     (17,025 )     12,411       1,710  
Fair value change on financial instruments (4)     -       (13,590 )     (1,873 )
Exchange (loss) gain     (180 )     8,164       1,125  
Loss before income tax     (63,016 )     (78,176 )     (10,771 )
Income tax expense (income) (5)     (7,102 )     6,412       884  
Share of income (loss) in equity method investment, net of tax of nil     4,826       (504 )     (69 )
Net loss     (65,292 )     (72,268 )     (9,956 )
Net loss attributable to noncontrolling interests     4,188       8,887       1,225  
Net (income) loss attributable to redeemable noncontrolling interests     (5,533 )     301       41  
Net loss attributable to ordinary shareholders of Baozun Inc.     (66,637 )     (63,080 )     (8,690 )
                         
Net loss per share attributable to ordinary shareholders of Baozun Inc.:                        
Basic     (0.37 )     (0.36 )     (0.05 )
Diluted     (0.37 )     (0.36 )     (0.05 )
Net loss per ADS attributable to ordinary shareholders of Baozun Inc.:                        
Basic     (1.10 )     (1.09 )     (0.15 )
Diluted     (1.10 )     (1.09 )     (0.15 )
Weighted average shares used in calculating net loss per ordinary share                        
Basic     181,634,752       173,353,270       173,353,270  
Diluted     181,634,752       173,353,270       173,353,270  
                         
Net loss     (65,292 )     (72,268 )     (9,956 )
Other comprehensive income (loss), net of tax of nil:                        
Foreign currency translation adjustment     11,636       (7,344 )     (1,012 )
Comprehensive loss     (53,656 )     (79,612 )     (10,968 )

 

(1) These amounts include product sales from E-Commerce and Brand Management of RMB423.2 million and RMB 386.7 million for the three months period ended March 31, 2025, respectively, compared with product sales from E-Commerce of RMB394.6 million and Brand Management of RMB312.9 million for the three months period ended March 31, 2024.

 

 


 

(2) Share-based compensation expenses are allocated in operating expenses items as follows:

 

    For the three months ended March 31,  
    2024     2025  
    RMB     RMB     US$  
Fulfillment     2,062       377       52  
Sales and marketing     10,009       1,676       231  
Technology and content     4,292       499       69  
General and administrative     12,961       6,626       913  
      29,324       9,178       1,265  

 

(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 March 31, 2024 and 2025, respectively.

 

(4) These amounts include RMB7.7 million fair value loss on financial instruments in relation to the previous year’s business acquisition for the three months period ended March 31, 2025.

 

(5) 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 March 31, 2024 and 2025, respectively.

 

 


 

Baozun Inc.

Reconciliations of GAAP and Non-GAAP Results

(in thousands, except for share and per ADS data)

 

    For the three months ended March 31,  
    2024     2025  
    RMB     RMB     US$  
Loss from operations     (54,780 )     (83,990 )     (11,572 )
Add: Share-based compensation expenses     29,324       9,178       1,265  
 Amortization of intangible assets resulting from business acquisition     7,911       7,901       1,089  
Non-GAAP loss from operations     (17,545 )     (66,911 )     (9,218 )
                         
Net loss     (65,292 )     (72,268 )     (9,956 )
Add: Share-based compensation expenses     29,324       9,178       1,265  
 Amortization of intangible assets resulting from business acquisition     7,911       7,901       1,089  
 Fair value loss on financial instruments           7,654       1,055  
 Unrealized investment loss (gain)     17,025       (12,411 )     (1,710 )
Less: Tax effect of amortization of intangible assets resulting from business acquisition(1)     (1,507 )     (1,802 )     (248 )
   Non-GAAP net loss     (12,539 )     (61,748 )     (8,505 )
                         
Net loss attributable to ordinary shareholders of Baozun Inc.     (66,637 )     (63,080 )     (8,690 )
Add: Share-based compensation expenses     29,324       9,178       1,265  
 Amortization of intangible assets resulting from business acquisition     5,991       5,528       762  
 Fair value loss on financial instruments           4,822       664  
 Unrealized investment loss (gain)     17,025       (12,411 )     (1,710 )
Less: Tax effect of amortization of intangible assets resulting from business acquisition(1)     (1,127 )     (1,209 )     (167 )
Non-GAAP net loss attributable to ordinary shareholders of Baozun Inc.     (15,424 )     (57,172 )     (7,876 )
                         
Diluted non-GAAP net loss attributable to ordinary shareholders of Baozun Inc. per ADS:     (0.25 )     (0.99 )     (0.14 )
                         
Weighted average shares used in calculating diluted net loss per ordinary share     181,634,752       173,353,270       173,353,270  

 

(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.

 

 

 

EX-99.2 3 tm2515672d1_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

of the Nominating and Corporate Governance Committee of

Baozun Inc.

 

This Nominating and Corporate Governance Committee Charter was adopted by the Board of Directors (the “Board”) of Baozun Inc. (the “Company”) and became effective on November 1, 2022, and was amended on May 21, 2025.

 

I. Purpose

 

The purpose of the Nominating and Corporate Governance Committee of the Board (the “Committee”) is to identify individuals qualified to become Board members consistent with criteria approved by the Board, to recommend that the Board select the director nominees, to develop and recommend to the Board a set of Corporate Governance Guidelines and to oversee the evaluation of the Board and management. The appointment or re-appointment of directors, including independent non-executive directors must be subject to the recommendation of the Committee.

 

II. Membership

 

The Committee must consist of at least three directors, each of whom must satisfy the independence requirements of The Nasdaq Stock Market (“NASDAQ”) and The Stock Exchange of Hong Kong Limited (“HKSE”), U.S. securities laws, and any other applicable laws, regulations or requirements, subject to any available exception. At least one member of the Committee shall be of a different gender.

 

The Committee must also be chaired by the chairman of the Board or an independent non-executive director within the Committee (the “Chair”) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “HK Listing Rules”). Committee members must be appointed and may be removed, with or without cause, by the Board. Unless a Chair is designated by the Board, the Committee may designate a Chair by majority vote of the full Committee membership. Committee shall serve for such terms as the Board may determine, or until their earlier resignation, death or removal.

 

III. Meetings, Procedures and Authority

 

The Committee has the authority to establish its own rules and procedures for notice and conduct of its meetings so long as they are not inconsistent with any provisions of the NASDAQ rules, the HK Listing Rules, the Company’s Memorandum and Articles of Association and any other laws or regulations that are applicable to the Company or the Committee.

 

The Committee has sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve such search firm’s fees and other retention terms. The Committee has the authority to retain any other advisors that the Committee believes to be desirable and appropriate and has the authority to approve related fees and retention terms.

 

1 


 

In addition to the duties and responsibilities expressly delegated to the Committee in this Charter, the Committee may exercise any other powers and carry out any other responsibilities delegated to it by the Board from time to time and consistent with this Charter, the purposes of the Committee, and the Company’s Memorandum and Articles of Association and applicable laws and rules, including the NASDAQ rules and the HK Listing Rules.

 

IV. Duties and Responsibilities

 

1. Director Nominees. The Committee shall identify individuals qualified to become members of the Board and ensure that the Board has the requisite expertise and that its membership consists of persons with sufficiently diverse and independent backgrounds. The Committee shall also recommend to the Board the nominees for election to the Board.

 

2. Criteria for Selecting Directors. The criteria to be used by the Committee in recommending directors and by the Board in nominating directors are as set forth in the Company’s corporate governance guidelines. The criteria to be used by the Committee in recommending directors and by the Board in nominating independent directors also includes the independence requirements of the NASDAQ and the HKSE, U.S. securities laws, and any other applicable laws or regulations, subject to any available exception.

 

3. Board Structure, Size and Composition. The Committee shall at least annually review the structure, size and composition (including the skills, knowledge and experience) of the Board, assist the Board in maintaining a board skills matrix and make recommendations on any proposed changes to the Board to complement the Company’s corporate strategy. The Committee shall also make recommendations to the Board on appointment or reappointment of directors and succession planning for directors, in particular the Chairman of the Board and the Chief Executive Officer.

 

4. Board Committee Structure and Membership. The Committee shall annually review the Board committee structure and recommend to the Board for its approval directors to serve as members of each committee.

 

5. Corporate Governance Guidelines. The Committee shall develop and recommend to the Board the Corporate Governance Guidelines. The Committee will, from time to time as it deems appropriate, review and reassess the adequacy of such corporate governance guidelines and recommend any proposed changes to the Board for approval.

 

6. Corporate Governance Duties. The Committee will:

 

(a) develop and review the Company’s policies and practices on corporate governance and make recommendations to the Board;

 

(b) review and monitor the training and continuous professional development of directors and senior management;

 

(c) review and monitor the Company’s policies and practices on compliance with legal and regulatory requirements;

 

(d) develop, review and monitor the code of conduct and compliance manual (if any) applicable to employees and directors; and

 

(e) review the Company’s compliance with the Corporate Governance Code in Appendix C1 of the HK Listing Rules and disclosure in the Corporate Governance Report.

 

2 


 

7. Board and Management Evaluations. The Committee shall oversee the annual self-evaluations of the Board and management and support the Company’s regular evaluation of the Board’s performance. The Committee shall also assess each director’s time commitment and contribution to the Board, as well as the director’s ability to discharge his or her responsibilities effectively, taking into account professional qualifications and work experience, existing directorships of listed companies (if any) and other significant external time commitments of such director and other factors or circumstances relevant to the director’s character, integrity, independence and experience.

 

8. Independence of Independent Directors. The Committee shall assess the independence of independent directors.

 

9. Other Corporate Governance Matters. The Committee may make recommendations to the Board regarding governance matters, including, but not limited to, the Company’s Memorandum and Articles of Association and the charters of the Company’s other committees.

 

10. Reports to the Board of Directors. The Committee must report regularly to the Board regarding the activities of the Committee.

 

11. Committee Self-Evaluation. The Committee must at least annually perform an evaluation of the performance of the Committee.

 

12. Review of this Charter. The Committee must periodically review and reassess this Charter and submit any recommended changes to the Board for its consideration.

 

V. Delegation of Duties

 

In fulfilling its responsibilities, the Committee has the authority to delegate any or all of its responsibilities to a subcommittee of the Committee.

 

3 

 

EX-99.3 4 tm2515672d1_ex99-3.htm EXHIBIT 99.3

 

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 COMPOSITION OF NOMINATING AND
CORPORATE GOVERNANCE COMMITTEE

 

The board (the “Board”) of directors of Baozun Inc. (the “Company”) announces that with effect from May 21, 2025, Ms. Bin Yu, a director of the Company, was appointed as a member of the nominating and corporate governance committee of the Board.

 

The Board would like to extend its warm welcome to Ms. Bin Yu for her new appointment in the Board committee.

 

  By order of the Board
  Baozun Inc.
  Vincent Wenbin Qiu
  Chairman

 

Hong Kong, May 21, 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

 

 

 

EX-99.4 5 tm2515672d1_ex99-4.htm EXHIBIT 99.4

 

Exhibit 99.4

 

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)

 

LIST OF DIRECTORS AND THEIR ROLE AND FUNCTION

 

The members of the board of directors (the “Board”) of Baozun Inc. (the “Company”) are set out below.

 

Directors

Mr. Vincent Wenbin Qiu (Chairman and Chief Executive Officer)

Mr. Junhua Wu

Mr. Satoshi Okada

Dr. Jun Wang

Ms. Bin Yu

 

Independent directors

Mr. Yiu Pong Chan

Mr. Steve Hsien-Chieng Hsia

Mr. Benjamin Changqing Ye

 

The Board has three Board committees. The table below provides membership information of these committees on which each director of the Company serves.

 

1 


 

      Nominating
      and Corporate
  Audit Compensation Governance
  Committee Committee Committee
Mr. Vincent Wenbin Qiu      
Mr. Junhua Wu      
Mr. Satoshi Okada      
Dr. Jun Wang      
Ms. Bin Yu     M
Mr. Yiu Pong Chan M C M
Mr. Steve Hsien-Chieng Hsia M M C
Mr. Benjamin Changqing Ye C M M

 

Notes:

 

C Chairman of the relevant Board committee
M Member of the relevant Board committee

 

May 21, 2025

 

* For identification purposes only

 

2