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6-K 1 tm2532132d1_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 November 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 ¨

 

 

 

 


 

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

 

Press Release – Third Quarter 2025 Unaudited Financial Results

 

Attached to this report on Form 6-K as Exhibit 99.1 is a copy of the press release of the Company dated November 25, 2025, titled “Baozun Announces Third Quarter 2025 Unaudited Financial Results”.

 

Director Resignation

 

OKADA SATOSHI has resigned as a member of Baozun Inc. (the “Company”)’s Board of Directors, effective as of December 31, 2025. Mr. OKADA SATOSHI’s resignation was not the result of any dispute or disagreement with the Company or the Company’s Board of Directors.

 

 


 

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: November 25, 2025

 

 


 

Exhibit Index

 

Exhibit 99.1 — Press Release

 

 


 

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 tm2532132d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

Baozun Announces Third Quarter 2025 Unaudited Financial Results

 

SHANGHAI, China, November 25, 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 third quarter of 2025.

 

Mr. Vincent Qiu, Chairman and Chief Executive Officer of Baozun, commented, “In the third quarter, we advanced our strategic transformation with steady momentum, delivering a strong quarter marked by 5% total revenue growth and a significant narrowing of operating loss. BEC demonstrated solid performance, improving its profitability by enhancing the quality of its revenue stream, underscoring its growing agility and efficiency. BBM upgraded its brand image through impactful integrated marketing, agile merchandising, and focused channel expansion. This steady momentum reflects the strength and resilience of our transformed business model, firmly validating our continued progress toward sustainable profitability.”

 

Ms. Catherine Zhu, Chief Financial Officer of Baozun Inc., commented, “In the third quarter, both BEC and BBM delivered meaningful operational and financial improvements. E-Commerce achieved stable revenue and returned to adjusted operating income of RMB28 million in a traditionally low-seasonality quarter. BBM maintained strong momentum with 20% year-over-year revenue growth while further narrowing its adjusted operating losses by 30%. Together, these results confirmed a more balanced business portfolio, positioning us well for the next phase of growth.”

 

Third Quarter 2025 Financial Highlights

 

Total net revenues were RMB2,156.2 million (US$1302.9 million), representing an increase of 4.8% compared with RMB2,057.0 million in the same quarter of last year.

 

Loss from operations was RMB25.6 million (US$3.6 million), compared with RMB114.5 million in the same quarter of last year. Operating margin was negative 1.2%, compared with negative 5.6% for the same period of 2024.

 

Non-GAAP loss from operations2 was RMB10.8 million (US$1.5 million), compared with RMB85.2 million in the same quarter of last year. Non-GAAP operating margin was negative 0.5%, compared with negative 4.1% for the same period of 2024.

 

Adjusted operating income of E-commerce was RMB28.1 million (US$3.9 million), compared with adjusted operating loss of RMB29.8 million for the same period of 2024.

 

Adjusted operating loss of Brand Management narrowed to RMB38.7 million (US$5.4 million), an improvement of 30.0% from RMB55.3 million 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 RMB7.1190 to US$1.00, the noon buying rate in effect on September 30, 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 RMB107.1 million (US$15.0 million), compared with RMB88.1 million for the same period of 2024.

 

Non-GAAP net loss attributable to ordinary shareholders of Baozun3 was RMB40.2 million (US$5.7 million), compared with RMB66.8 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 RMB1.85 (US$0.26), compared with RMB1.48 for the same period of 2024.

 

Diluted non-GAAP net loss attributable to ordinary shareholders of Baozun per ADS5 was RMB0.70 (US$0.10), compared with RMB1.12 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 covering warehousing and fulfillment, IT and digital marketing. During the third quarter of 2025, total revenue from BEC increased by 2.4% year-over-year, driven by sustainable growth in the service model. BEC’s product sales decreased by 8.9% to RMB413.4 million, mainly due to lower sales in Appliances, and Health and Nutrition categories. BEC’s services revenue grew by 6.3% to RMB1,385.2 million, driven by a 15.5% revenue growth in online store operations and 5.5% revenue growth in Digital Marketing and IT solutions.

 

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. During the third quarter of 2025, total revenue from BBM increased by 19.8% year-over-year to RMB396.0 million. We have 171 offline stores under our management at the end of the third quarter of 2025.

 

 

3 Non-GAAP net income (loss) attributable to ordinary shareholders of Baozun Inc. 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 loss on financial instruments, loss on disposal of investments and 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.

 

 


 

Third Quarter 2025 Financial Results

 

Total net revenues were RMB2,156.2 million (US$302.9 million), an increase of 4.8% from RMB2,057.0 million in the same quarter of last year. The increase in total net revenues was driven by both of the Group’s two business lines.

 

Total product sales revenue was RMB808.3 million (US$113.5 million), an increase of 3.2% compared with RMB783.1 million in the same quarter of last year, of which,

 

Product sales revenue of E-Commerce was RMB413.4 million (US$58.1 million), a decrease of 8.9% from RMB454.0 million in the same quarter of last year. The decrease was primarily attributable to the categories of Appliances, and Health and 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 September 30,  
    2024     2025  
    RMB     % of
Net
Revenues
    RMB     US$     % of
Net
Revenues
    YoY
Change
 
                                     
    (In millions, except for percentage)  
Product Sales of E-Commerce                                                
Appliances     177.1       9 %     139.9       19.7       6 %     -21 %
Beauty and Cosmetics     89.7       4 %     107.7       15.1       5 %     20 %
Health and Nutrition     75.0       4 %     56.9       8.0       3 %     -24 %
Others     112.2       5 %     108.9       15.3       5 %     -3 %
Total net revenues from product sales of E-Commerce     454.0       22 %     413.4       58.1       19 %     -9 %

 

Product sales revenue of Brand Management was RMB395.2 million (US$55.5 million), an increase of 19.8% from RMB329.8 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.

 

Services revenue was RMB1,347.9 million (US$189.3 million), an increase of 5.8% from RMB 1,273.9 million in the same quarter of last year. The increase was primarily attributable to a 15.5% year-over-year growth in online store operations and a 5.5% year-over-year growth in digital marketing and IT solutions, driven by content creation and technology monetization.

 

 

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.

 

 


 

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

 

    For the three months ended September 30,  
    2024     2025  
    RMB     % of
Net
Revenues
    RMB     US$     % of
Net
Revenues
    YoY
Change
 
                                     
    (In millions, except for percentage)  
Services revenue                                                
Online store operations     362.6       18 %     418.8       58.8       19 %     16 %
Warehousing and fulfillment     433.8       21 %     431.6       60.6       20 %     -1 %
Digital marketing and IT solutions     507.7       24 %     535.6       75.3       26 %     6 %
Inter-segment eliminations7     (30.2 )     -1 %     (38.1 )     (5.4 )     -2 %     26 %
Total net revenues from services     1,273.9       62 %     1,347.9       189.3       63 %     6 %

 

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 September 30,  
    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     275.7       13 %     316.0       44.4       15 %     15 %
Luxury     86.8       4 %     98.8       13.9       5 %     14 %
Sportswear     100.7       5 %     106.6       15.0       5 %     6 %
Other apparel     88.2       4 %     110.6       15.5       5 %     25 %
Others     86.9       5 %     102.8       14.4       5 %     18 %
Inter-segment eliminations9     (20.5 )     -1 %     (12.5 )     (1.8 )     -1 %     -39 %
Total net revenues from online store operations in services     342.1       17 %     406.3       57.0       19 %     19 %

 

Total operating expenses were RMB2,181.9 million (US$306.5 million), compared with RMB2,171.5 million in the same quarter of last year.

 

Cost of products was RMB531.0 million (US$74.6 million), compared with RMB563.1 million in the same quarter of last year. The decrease was primarily due to decrease in product sales volume of E-Commerce.

 

Fulfillment expenses were RMB495.9 million (US$69.7 million), compared with RMB519.4 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 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 RMB886.6 million (US$124.5 million), compared with RMB800.6 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.

 

Technology and content expenses were RMB115.2 million (US$16.2 million), compared with RMB140.7 million in the same quarter of last year. The decrease was mainly due to the company’s continued efforts to implement cost control and efficiency improvement initiatives.

 

General and administrative expenses were RMB168.9 million (US$23.7 million), compared with RMB176.6 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 RMB25.6 million (US$3.6 million), compared with RMB114.5 million in the same quarter of last year. The operating margin was negative 1.2%, compared with negative 5.6% in the same quarter of last year.

 

Non-GAAP loss from operations was RMB10.8 million (US$1.5 million), compared with RMB85.2 million in the same quarter of last year. Non-GAAP operating margin was negative 0.5%, compared with negative 4.1% in the same quarter of last year.

 

●  Adjusted operating profit of E-Commerce was RMB28.1 million (US$3.9 million), compared with adjusted operating loss of RMB29.8 million in the same quarter of last year.

 

●  Adjusted operating loss of Brand Management was RMB38.7 million (US$5.4 million), an improvement of 30.0% compared with RMB55.3 million in the same quarter of last year.

 

Unrealized investment loss was RMB20.5 million (US$2.9 million), compared with unrealized investment gain of RMB3.9 million in the same quarter of last year. The unrealized investment loss of this quarter was primarily due to the decrease in the trading price of publicly listed companies we invested in.

 

Loss on disposal of subsidiaries was RMB36.3 million (US$5.1 million), compared with nil in the same quarter of last year. The loss was primarily due to the Company's disposal of subsidiaries following a strategic adjustment in the third quarter of 2025.

 

Fair value change on financial instruments was a gain of RMB2.4 million (US$0.3 million), compared with a loss of RMB17.0 million in the same quarter of last year. The fair value change on financial instruments was mainly composed of the loss recognized from the financial instruments the Company invested in.

 

Exchange loss was RMB7.8 million (US$1.1 million), due to exchange rate fluctuation in the quarter ended September 30, 2025, compared to exchange gain RMB11.9 million in the same quarter last year.

 

 


 

Net loss attributable to ordinary shareholders of Baozun was RMB107.1 million (US$15.0 million), compared with RMB88.1 million in the same quarter of last year.

 

Basic and diluted net loss attributable to ordinary shareholders of Baozun per ADS were both RMB1.85 (US$0.26), compared with both RMB1.48 for the same period of 2024.

 

Non-GAAP net loss attributable to ordinary shareholders of Baozun Inc. was RMB40.2 million (US$5.7 million), compared with RMB66.8 million in the same quarter of last year.

 

Diluted non-GAAP net loss attributable to ordinary shareholders of Baozun per ADS was RMB0.70 (US$0.10), compared with RMB1.12 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 primary brand under the Company’s brand management is Gap in Greater China.

 

(b) Segments data

 

The table below provides a summary of the Group’s reportable segment results for the three months ended September 30, 2024 and 2025:

 

    For the three months ended September 30,  
    2024     2025  
    RMB     RMB  
Net revenues:                
E-Commerce     1,757,320       1,798,654  
Brand Management     330,605       395,961  
Inter-segment eliminations *     (30,905 )     (38,381 )
Total consolidated net revenues     2,057,020       2,156,234  
                 
Adjusted Operating Profits (Losses) **:                
E-Commerce     (29,781 )     28,090  
Brand Management     (55,332 )     (38,729 )
Inter-segment eliminations *     (50 )     (129 )
Total Adjusted Operating Loss     (85,163 )     (10,768 )
Unallocated expenses:                
Share-based compensation expenses     (19,628 )     (6,917 )
Amortization of intangible assets resulting from business acquisition     (9,529 )     (7,782 )
Cancellation fees of repurchased shares     (162 )     (150 )
Loss on disposal of subsidiaries           (36,262 )
Total other income (expenses), net     4,596       (21,952 )
Loss before income tax and share of (loss) income in equity method investment     (109,886 )     (83,831 )

 

*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, amortization of intangible assets resulting from business acquisition, and cancellation fees of repurchased shares.

 

 


 

Conference Call

 

The Company will host a conference call to discuss the earnings at 6:30 a.m. Eastern Time on Tuesday, November 25, 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: 0064930

 

A replay of the conference call may be accessible through December 2, 2025 by dialing the following numbers:

 

United States: 1-877-344-7529
International: 1-412-317-0088
Canada: 855-669-9658
Replay Access Code: 6299059

 

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 on disposal of investments and 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 on disposal of investments and 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,

2024

   

September 30,

2025

   

September 30,

2025

 
      RMB       RMB       US$  
ASSETS                        
Current assets                        
Cash and cash equivalents     1,289,323       1,125,514       158,100  
Restricted cash     354,991       131,312       18,445  
Short-term investments     1,271,618       1,408,169       197,804  
Accounts receivable, net     2,033,778       1,970,416       276,783  
Inventories     1,117,439       1,117,990       157,043  
Advances to suppliers     404,353       242,626       34,081  
Derivative financial assets     11,557       2,810       395  
Prepayments and other current assets     724,091       773,199       108,611  
Amounts due from related parties     7,021       2,591       364  
Total current assets     7,214,171       6,774,627       951,626  
                         
Non-current assets                        
Long-term debt investments (including RMB146,444 of the investments measured at fair value as at September 30, 2025)     -       234,195       32,897  
Long-term equity investments     341,687       321,673       45,185  
Property and equipment, net     822,229       772,693       108,540  
Intangible assets, net     357,307       323,843       45,490  
Land use right, net     37,438       36,669       5,151  
Operating lease right-of-use assets     767,376       738,272       103,704  
Goodwill     362,399       292,721       41,118  
Other non-current assets     69,886       56,085       7,878  
Deferred tax assets     234,508       239,244       33,606  
Total non-current assets     2,992,830       3,015,395       423,569  
Total assets     10,207,001       9,790,022       1,375,195  
                         
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND SHAREHOLDERS’ EQUITY                        
Current liabilities                        
Short-term loan     1,220,957       1,253,088       176,020  
Accounts payable     620,679       650,495       91,374  
Notes payable     461,179       315,668       44,342  
Income tax payables     26,559       12,083       1,697  
Accrued expenses and other current liabilities     1,169,547       1,125,645       158,117  
Derivative financial liabilities     130       76       11  
Amounts due to related parties     5,369       2,182       306  
Current operating lease liabilities     243,137       256,677       36,055  
Total current liabilities     3,747,557       3,615,914       507,922  
                         
Non-current liabilities                        
Long-term loan           4,000       562  
Deferred tax liabilities     32,783       24,694       3,469  
Long-term operating lease liabilities     597,805       573,720       80,590  
Other non-current liabilities     48,277       50,050       7,030  
Total non-current liabilities     678,865       652,464       91,651  
Total liabilities     4,426,422       4,268,378       599,573  

 

 


 

Baozun Inc.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except for share and per share data)

 

    As of  
   

December 31,

2024

   

September 30,

2025

   

September 30,

2025

 
      RMB       RMB       US$  
Redeemable non-controlling interests     1,670,379       57,540       8,083  
                         
Baozun Inc. shareholders’ equity:                        
Class A ordinary shares (US$0.0001 par value; 470,000,000 shares authorized,175,668,586 and 173,530,303 shares issued, 161,337,586 and 160,261,678 shares outstanding, as of December 31, 2024, and September 30, 2025, respectively)     95       93       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 September 30, 2025)     8       8       1  
Additional paid-in capital     4,646,631       4,641,973       652,054  
Treasury shares (15,802,428 and 13,268,625 shares as of December 31, 2024, and September 30, 2025, respectively)     (95,502 )     (90,643 )     (12,733 )
Accumulated deficit     (691,785 )     (895,928 )     (125,849 )
Accumulated other comprehensive income     54,575       41,622       5,847  
                         
Total Baozun Inc. shareholders’ equity     3,914,022       3,697,125       519,333  
                         
Non-controlling interests     196,178       1,766,979       248,206  
                         
Total Shareholders’ equity     4,110,200       5,464,104       767,539  
                         
Total liabilities, redeemable non-controlling interests and shareholders’ equity     10,207,001       9,790,022       1,375,195  

 

 


 

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 September 30,  
    2024     2025  
    RMB     RMB     US$  
Net revenues                        
Product sales (1)     783,132       808,333       113,546  
Services     1,273,888       1,347,901       189,339  
Total net revenues     2,057,020       2,156,234       302,885  
                         
Operating expenses (2)                        
Cost of products     (563,110 )     (530,964 )     (74,584 )
Fulfillment (3)     (519,379 )     (495,902 )     (69,659 )
Sales and marketing (3)     (800,562 )     (886,595 )     (124,539 )
Technology and content (3)     (140,725 )     (115,153 )     (16,175 )
General and administrative (3)     (176,611 )     (168,864 )     (23,720 )
Other operating income, net     28,885       15,627       2,195  
Total operating expenses     (2,171,502 )     (2,181,851 )     (306,482 )
Loss from operations     (114,482 )     (25,617 )     (3,597 )
Other income (expenses)                        
Interest income     14,585       13,275       1,865  
Interest expense     (8,727 )     (9,808 )     (1,378 )
Unrealized investment gain (loss)     3,855       (20,501 )     (2,881 )
Gain on disposal of investments           562       79  
Loss on disposal of subsidiaries           (36,262 )     (5,094 )
Exchange gain (loss)     11,851       (7,836 )     (1,101 )
Fair value change on financial instruments     (16,968 )     2,356       331  

Loss before income tax and share of (loss) income in

equity method investment

    (109,886 )     (83,831 )     (11,776 )
Income tax benefit (expense) (4)     18,569       (12,988 )     (1,824 )
Share of (loss) income in equity method investment, net of tax of nil     (1,938 )     2,105       296  
Net loss     (93,255 )     (94,714 )     (13,304 )
Net loss (income) attributable to noncontrolling interests     10,193       (9,058 )     (1,272 )
Net income attributable to redeemable noncontrolling interests     (5,008 )     (3,333 )     (468 )
Net loss attributable to ordinary shareholders of Baozun Inc.     (88,070 )     (107,105 )     (15,044 )
                         
Net loss per share attributable to ordinary shareholders of Baozun Inc.:                        
Basic     (0.49 )     (0.62 )     (0.09 )
Diluted     (0.49 )     (0.62 )     (0.09 )
Net loss per ADS attributable to ordinary shareholders of Baozun Inc.:                        
Basic     (1.48 )     (1.85 )     (0.26 )
Diluted     (1.48 )     (1.85 )     (0.26 )
Weighted average shares used in calculating net loss per ordinary share                        
Basic     178,284,818       173,436,711       173,436,711  
Diluted     178,284,818       173,436,711       173,436,711  
                         
Net loss     (93,255 )     (94,714 )     (13,304 )
Other comprehensive (loss) income, net of tax of nil:                        
Foreign currency translation adjustment     (20,372 )     8,769       1,232  
Comprehensive loss     (113,627 )     (85,945 )     (12,072 )

 

(1) These amounts include product sales from E-Commerce and Brand Management of RMB413.4 million and RMB 395.2 million for the three months period ended September 30, 2025, respectively, compared with product sales from E-Commerce of RMB454.0 million and Brand Management of RMB329.8 million for the three months period ended September 30, 2024.

 

 


 

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

 

    For the three months ended September 30,  
    2024     2025  
    RMB     RMB     US$  
Fulfillment     733       226       32  
Sales and marketing     4,617       982       138  
Technology and content     2,475       807       113  
General and administrative     11,803       4,902       689  
      19,628       6,917       972  

 

(3) These amounts include amortization of intangible assets resulting from business acquisition, which amounted to RMB9.5 million and RMB7.8 million for the three months period ended September 30, 2024 and 2025, respectively.

 

(4) These amounts mainly include income tax benefits of RMB2.0 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 September 30, 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 September 30,  
    2024     2025  
    RMB     RMB     US$  
Loss from operations     (114,482 )     (25,617 )     (3,597 )
Add: Share-based compensation expenses     19,628       6,917       972  
Amortization of intangible assets resulting from business acquisition     9,529       7,782       1,093  
Cancellation fees of repurchased ADSs     162       150       21  
Non-GAAP loss from operations     (85,163 )     (10,768 )     (1,511 )
                         
Net loss     (93,255 )     (94,714 )     (13,304 )
Add: Share-based compensation expenses     19,628       6,917       972  
Amortization of intangible assets resulting from business acquisition     9,529       7,782       1,093  
Cancellation fees of repurchased ADSs     162       150       21  
Unrealized investment (gain) loss     (3,855 )     20,501       2,881  
Loss on disposal of investments and subsidiaries, net           35,700       5,015  
Less: Tax effect of amortization of intangible assets resulting from business acquisition and loss on disposal of subsidiaries (1)     (2,043 )     (2,399 )     (337 )
Non-GAAP net loss     (69,834 )     (26,063 )     (3,659 )
                         
                         
Net loss attributable to ordinary shareholders of Baozun Inc.     (88,070 )     (107,105 )     (15,044 )
Add: Share-based compensation expenses     19,628       6,917       972  
Amortization of intangible assets resulting from business acquisition     6,734       5,413       760  
Cancellation fees of repurchased ADSs     162       150       21  
Unrealized investment (gain) loss     (3,855 )     20,501       2,881  
Loss on disposal of investments and subsidiaries, net           35,700       5,015  
Less: Tax effect of amortization of intangible assets resulting from business acquisition and loss on disposal of subsidiaries (1)     (1,388 )     (1,806 )     (254 )
Non-GAAP net loss attributable to ordinary shareholders of Baozun Inc.     (66,789 )     (40,230 )     (5,649 )
                         
Diluted non-GAAP net loss attributable to ordinary shareholders of Baozun Inc. per ADS:     (1.12 )     (0.70 )     (0.10 )
                         
Weighted average shares used in calculating diluted net loss per ordinary share     178,284,818       173,436,711       173,436,711  

 

(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 and loss on disposal of subsidiaries.