Baozun Inc. 寶尊電商有限公司* （於開曼群島註冊成立以不同投票權控制的有限責任公司） （股份代號：9991） 香港，2023年5月25日 根據不同投票權架構，我們的股本包括A類普通股及B類普通股。對於提呈我們股東大會的任 何決議案，A類普通股持有人每股可投一票，而B類普通股持有人則每股可投十票，惟法律或 《香港聯合交易所有限公司證券上市規則》或我們的組織章程大綱及細則另行規定者除外。股東 及有意投資者務請留意投資不同投票權架構公司的潛在風險。我們的美國存託股（每股美國存 託股代表三股A類普通股）於美國納斯達克全球精選市場上市，股份代號為BZUN。 我們謹此宣佈截至 2023 年 3 月 3 1 日止三個月（「2023 年第一季度業績」）的 未經審核財務業績。 2023 年第一季度業績於香港聯合交易所有限公司網 站www.hkexnews.hk及我們的網站www.baozun.com可供查閱。 於本公告日期，我們的董事會包括董事仇文彬先生（主席）、吳駿華先生、岡田聡 良先生及劉洋女士；以及獨立董事Yiu Pong Chan先生、Steve Hsien-Chieng Hsia 先生及葉長青先生。 寶尊 ...

Financial Performance - In 2022, Baozun achieved an annual operating cash flow of 383 million RMB, setting a historical record[14]. - The total net revenue for the fiscal year ended December 31 was approximately RMB 8,400.6 million (USD 1,218.0 million), a decrease of about 10.6% compared to RMB 9,396.3 million in the same period of 2021[41]. - Revenue for the fiscal year ending December 31, 2022, reached $1.2 billion, representing a 15% increase compared to the previous year[124]. - The company has set a future revenue guidance of $1.5 billion for the next fiscal year, indicating a projected growth of 25%[124]. - Other operating profit increased by 31.4% to RMB 95.3 million (USD 13.8 million) for the year ended December 31, 2022, primarily due to increased local government subsidies[44]. Business Strategy and Development - The company launched a new omnichannel digital technology service brand, "BaoDuo," aimed at enhancing technical capabilities and accelerating commercialization[18]. - Baozun's three upgraded business lines include Baozun E-commerce (BEC), Baozun Brand Management (BBM), and Baozun International (BZI), with BBM expected to be a key growth segment over the next three years[25]. - The acquisition of Gap's Greater China business marks a significant milestone for Baozun Brand Management, aiming to leverage technology and data-driven operations for sustainable growth[24]. - The company continues to optimize value-added services and upgrade its comprehensive operation platform to enhance accountability, efficiency, and flexibility[38]. - The company has enriched its product portfolio and engaged in complementary business acquisitions to support growth[38]. Market Position and Competition - The company remains a leader in the Chinese brand e-commerce service industry, providing IT solutions, online store operations, digital marketing, customer service, and warehousing and distribution[36]. - The competitive landscape in the Chinese retail sector is intense, and any significant decline in online sales by brand partners could adversely affect the company's business performance[192]. - The ongoing demand for services and solutions from existing and potential brand partners depends on the continued acceptance of e-commerce[190]. Operational Efficiency - Over 60% of customer service personnel are now located in regional operation centers, contributing to cost optimization and improved service quality[12]. - The company is committed to enhancing energy efficiency in logistics and promoting green low-carbon operations across the entire value chain[26]. - The company has implemented comprehensive risk management policies across various business operations, including IT, financial reporting, compliance, and human resources[151]. Human Resources and Talent Management - Baozun upgraded its "Baozun University" training platform to provide customized talent development pathways for employees[20]. - The company recognizes the importance of talent for sustainable growth and competitive advantage, focusing on attracting and retaining qualified personnel, especially those with e-commerce industry experience[197]. - The company has implemented a diversity policy, with a goal of increasing female representation in senior management to 40% by 2025[118]. Corporate Governance - The company aims to achieve high standards of corporate governance, which is crucial for its development and protecting shareholder interests[75]. - The board of directors is responsible for overall leadership and strategy decisions, with three committees established for oversight: Audit Committee, Compensation Committee, and Nomination and Corporate Governance Committee[78]. - The company has adopted a conflict of interest policy, requiring directors to disclose any significant personal interests in contracts or transactions that may involve potential conflicts[81]. Risk Management - The company has identified risks related to the trust and confidence levels of online retail consumers in China, which could adversely affect the demand for its solutions and services[164]. - The company emphasizes the importance of internal controls and risk management systems to safeguard shareholder investments and group assets[151]. - The risk management and internal control systems have been deemed effective and sufficient as of December 31, 2022[124]. Shareholder Communication - The board believes that the shareholder communication policy is effective, ensuring timely updates on recent developments through the company's website and regulatory announcements[127]. - The company is committed to continuous dialogue with shareholders, addressing their inquiries during the annual general meeting[129]. Employee and Organizational Changes - As of December 31, 2022, the company had 7,588 full-time employees, a decrease from 8,821 full-time employees as of December 31, 2021, reflecting a reduction of approximately 14%[182]. - The company has established a comprehensive training program to enhance performance and service quality, including onboarding and on-the-job training[53].

Revenue Performance - Service revenue reached RMB 5,756.4 million (USD 834.6 million), an increase of 4.2% compared to RMB 5,522.7 million in the fiscal year 2021, driven by growth in value-added services including digital marketing and technology services [2]. - Total net revenue for the fiscal year was RMB 2,553.2 million (USD 370.2 million), a decrease of 19.5% year-over-year, primarily due to a 37.2% decline in product sales [53][61]. - Total net revenue for the year ended December 31 was RMB 8,400.6 million (USD 1,218.0 million), a decrease of 10.6% compared to RMB 9,396.3 million in the fiscal year 2021 [70]. - The total Gross Merchandise Volume (GMV) was RMB 25,558.0 million, a year-over-year decrease of 1.7% [44]. - Non-Tmall transaction platforms accounted for approximately 29.8% of total GMV in Q4 2022, up from 26.1% in the same period last year [57]. - The online store operation revenue decreased by 27% year-over-year, contributing 50% to total net revenue in 2022 [62]. - Service revenue was RMB 1,780.8 million, down 8.3% from RMB 1,942.9 million year-on-year, attributed to a weak macro environment and the impact of COVID-19 on consumer sentiment [82]. Profitability and Losses - Net loss attributable to ordinary shareholders was RMB 653.3 million (USD 94.7 million), compared to a net loss of RMB 219.8 million in the fiscal year 2021 [7]. - The company reported a net loss of RMB 256.5 million (USD 37.2 million) for Q4 2022, compared to a net profit of RMB 3.1 million in the same period last year [39]. - The company incurred a loss of RMB 364.8 million (USD 52.9 million) related to the fair value of derivative liabilities in Q4 2022 [32]. - The net loss attributable to ordinary shareholders for Q4 2022 was RMB (284,269), compared to a loss of RMB (8,345) in Q4 2021 [143]. - Basic and diluted net loss per American Depositary Share (ADS) for Q4 2022 was RMB 4.84 (USD 0.70), compared to RMB 0.12 in the same period last year [42]. Operating Expenses and Costs - Fulfillment costs amounted to RMB 2,719.7 million (USD 394.3 million), up from RMB 2,661.1 million in the fiscal year 2021, primarily due to increased revenue from warehousing and logistics [4]. - The company reported a decrease in technology and content expenses to RMB 428.0 million (USD 62.0 million) from RMB 448.4 million in the fiscal year 2021, attributed to cost control measures and efficiency improvements [5]. - Total operating expenses were RMB 2,429.1 million, down from RMB 3,168.9 million in the same period last year [85]. - Sales and marketing expenses increased to RMB 2,674.4 million (USD 387.7 million) from RMB 2,549.8 million in the fiscal year 2021 [73]. - The cost of products sold was RMB 643.3 million (USD 93.3 million), down from RMB 1,043.6 million in the same period last year, primarily due to reduced product sales revenue [63]. Cash Flow and Financial Position - As of December 31, 2022, total cash, cash equivalents, restricted cash, and short-term investments were RMB 3,141.1 million (USD 455.4 million), down from RMB 4,699.8 million as of December 31, 2021, mainly due to repayment of convertible bonds and share repurchases [9]. - The company’s operating cash flow improved by RMB 367.1 million in 2022, partially offsetting the decrease in total cash [9]. - The company reported a total asset value of RMB 10,122,470 as of December 31, 2022, down from RMB 12,318,980 as of December 31, 2021, representing a decrease of approximately 17.8% [133]. - The company's cash and cash equivalents decreased to RMB 2,144,020 as of December 31, 2022, from RMB 4,606,545 as of December 31, 2021, a decline of about 53.5% [133]. - Total liabilities decreased from RMB 5,837.6 million as of December 31, 2021, to RMB 4,446.1 million as of December 31, 2022 [28]. Strategic Initiatives and Future Outlook - In February 2023, the company completed a strategic investment of USD 14 million for a 10% stake in Branded Lifestyle Asia Limited, gaining a board seat in the leading mid-to-high-end fashion retailer in Asia [10]. - The company plans to continue expanding its market presence and investing in new technologies and products to drive future growth [39]. - The company plans to enhance its business layout with three main business lines: Baozun E-commerce (BEC), Baozun Brand Management (BBM), and Baozun International (BZI) to capture growth opportunities over the next five years [49]. - The company expects to continue facing challenges in revenue growth and profitability in the upcoming quarters due to market conditions and operational adjustments [140]. Non-GAAP Financial Measures - The company utilizes several non-GAAP financial measures to assess its business performance, including operating profit (loss) and net profit (loss) attributable to ordinary shareholders [14]. - Non-GAAP operating profit for Q4 2022 was RMB 182.6 million (USD 26.5 million), a 157.2% increase year-over-year from RMB 71.0 million, with a non-GAAP operating profit margin of 7.2% [39]. - Non-GAAP operating profit was RMB 256.1 million (USD 37.1 million), with a non-GAAP operating profit margin of 3.0%, up from 2.4% in the fiscal year 2021 [121]. - Non-GAAP net profit attributable to ordinary shareholders was RMB 138.3 million (USD 20.0 million), an increase of 82.7% compared to RMB 75.7 million in the same period last year [115]. - Non-GAAP net profit attributable to ordinary shareholders was RMB 132.2 million (USD 19.2 million) for the fiscal year 2022, down from RMB 199.6 million in 2021 [123].

Financial Performance - Total net revenue for Q3 2022 was RMB 1,741.3 million (USD 244.8 million), a decrease of 8.3% year-over-year [6]. - Service revenue reached RMB 1,244.2 million (USD 174.9 million), an increase of 3.8% year-over-year [6]. - Gross Merchandise Volume (GMV) totaled RMB 18,632.1 million, representing a year-over-year increase of 15.9% [10]. - Online store operations generated RMB 845.0 million (USD 118.8 million) in revenue, accounting for 49% of total revenue, down 19% year-over-year [16]. - Product sales revenue decreased by 28.9% to RMB 497.1 million (USD 69.9 million) due to optimization of the distribution business and weak consumer demand in China [19]. - Total net revenue for the third quarter of 2022 was RMB 1,741.3 million (USD 244.8 million), representing an 8% decrease compared to RMB 1,898.8 million in the same period of 2021 [16]. - The company reported a net loss attributable to ordinary shareholders of RMB 168.9 million (USD 23.7 million), an improvement from RMB 292.5 million in the same period last year [6]. - Operating loss improved to RMB 26.3 million (USD 3.7 million), with an operating loss margin of 1.5%, compared to 8.2% in the same period last year [6]. - Non-GAAP operating profit was RMB 16.9 million (USD 2.4 million), compared to a non-GAAP operating loss of RMB 84.3 million in the same period last year [6]. - The company reported a comprehensive loss of RMB 73.375 million for the three months ended September 30, 2022, compared to a comprehensive loss of RMB 295.907 million in the same period of 2021, marking a 75.2% reduction [59]. Cash and Investments - Cash, cash equivalents, restricted cash, and short-term investments amounted to RMB 2,899.3 million (USD 407.6 million) as of September 30, 2022 [7]. - Cash and cash equivalents as of September 30, 2022, were RMB 2,292,079, a decrease from RMB 4,606,545 as of December 31, 2021 [44]. - The company repurchased 0.7 million ADS under its share repurchase plan during the third quarter, totaling approximately USD 6.1 million [28]. Company Developments - The company completed a dual primary listing on the Hong Kong Stock Exchange and NASDAQ on November 1, 2022, enhancing shareholder flexibility [11]. - The company aims to accelerate its transition to a technology-driven, omnichannel operator, supported by the recent acquisition of GAP in Greater China [11]. - The company plans to hold a conference call on November 29, 2022, to discuss earnings [29]. Non-GAAP Financial Measures - The company utilizes several non-GAAP financial measures to assess its business performance, including operating profit (loss) and net profit (loss) [32]. - Non-GAAP operating profit (loss) is defined as operating profit (loss) excluding stock-based compensation and amortization of intangible assets from business acquisitions [33]. - Non-GAAP net profit (loss) is defined as net profit (loss) excluding stock-based compensation, amortization of intangible assets, unrealized investment gains (losses), and other specified items [33]. - The company believes that non-GAAP financial measures provide useful information to investors for understanding and evaluating its current operating performance and future prospects [35]. - Non-GAAP financial measures may differ from those used by other companies, which could limit comparability [36]. - The company encourages a comprehensive review of its financial information rather than relying on a single financial measure [37]. Forward-Looking Statements - Forward-looking statements are made under the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, indicating inherent risks and uncertainties [39]. - Factors that may cause actual results to differ from forward-looking statements include operational performance, business strategies, and market conditions [39]. - The company does not undertake any obligation to update forward-looking statements except as required by applicable law [39]. Shareholder Information - The company had a total of 161,583,506 shares issued and outstanding as of September 30, 2022, compared to 195,493,754 shares as of December 31, 2021 [50]. - The basic and diluted net loss per ordinary share for the three months ended September 30, 2022, was RMB 0.96, compared to RMB 1.33 for the same period in 2021, indicating a reduction of 27.8% [59]. - The weighted average number of ordinary shares used in calculating basic and diluted net loss per share for the three months ended September 30, 2022, was 176,164,018, down from 219,336,549 in 2021 [65].

Financial Performance - Total net revenue for the six months ended June 30, 2022, was RMB 4,106.2 million (USD 613.0 million), a year-over-year decrease of 5.1%[10] - Operating loss was RMB 64.5 million (USD 9.6 million), compared to an operating profit of RMB 159.5 million in the same period last year, resulting in an operating loss margin of 1.6%[10] - Net loss attributable to ordinary shareholders was RMB 200.2 million (USD 29.9 million), compared to a net profit of RMB 81.0 million in the same period last year[10] - Non-GAAP operating profit was RMB 51.9 million (USD 7.8 million), down from RMB 237.4 million in the same period last year, with a non-GAAP operating profit margin of 1.3%[10] - Basic and diluted net loss per American Depositary Share (ADS) was RMB 3.15 (USD 0.47), compared to net profit per ADS of RMB 1.10 in the same period last year[11] - Non-GAAP net profit per ADS was RMB 0.04 (USD 0.01), down from RMB 2.87 in the same period last year[11] - The company reported unrealized investment losses of RMB 94.6 million (USD 14.1 million), up from RMB 54.6 million in the same period last year[33] - The company’s total operating expenses were RMB 4,170.7 million (USD 622.7 million), slightly up from RMB 4,165.1 million in the previous year[29] - The net loss attributable to Baozun Inc. shareholders was RMB 200.2 million (USD 29.9 million), compared to a net profit of RMB 81.0 million in the same period last year[34] - The basic and diluted net loss per American Depositary Share (ADS) was RMB 3.15 (USD 0.47), while the same period last year reported a profit of RMB 1.10 and RMB 1.08 per ADS[34] - The non-GAAP net profit attributable to Baozun Inc. shareholders was RMB 2.4 million (USD 0.4 million), down from RMB 212.1 million in the same period last year[34] Revenue Breakdown - Service revenue increased by 14.7% year-over-year to RMB 2,731.5 million (USD 407.8 million)[10] - Product sales revenue was RMB 1,374.7 million (USD 205.2 million), a decrease of 29.3% year-over-year, primarily due to optimization of the distribution business product structure[28] - Service revenue increased by 14.7% year-over-year to RMB 2,731.5 million (USD 407.8 million), driven by growth in warehousing and logistics services[28] - Total Gross Merchandise Volume (GMV) reached RMB 40,084.0 million, an increase of 38.4% year-over-year[14] - Non-distribution GMV was RMB 38,540.9 million, an increase of 43.8% year-over-year, with service fee model GMV growing by 82.9%[15] Cash and Assets - As of June 30, 2022, cash, cash equivalents, and restricted cash amounted to RMB 3,136.8 million (USD 468.3 million)[12] - As of June 30, 2022, the company's cash, cash equivalents, and restricted cash totaled RMB 3,136.8 million (USD 468.3 million), a decrease from RMB 4,699.8 million as of December 31, 2021[34] - Cash and cash equivalents as of June 30, 2022, were RMB 3,114,597 thousand, a decrease from RMB 4,606,545 thousand as of December 31, 2021, representing a decline of approximately 32%[46] - Total assets increased to RMB 12,318,980 thousand as of June 30, 2022, compared to RMB 10,078,147 thousand at the end of 2021, reflecting a growth of about 22%[49] - Total liabilities rose to RMB 5,837,631 thousand, up from RMB 4,043,197 thousand, indicating an increase of approximately 44%[49] - The company’s equity attributable to shareholders was RMB 4,896,359 thousand as of June 30, 2022, compared to RMB 4,461,563 thousand at the end of 2021, marking an increase of about 10%[49] Shareholder Actions - The company repurchased approximately 7.3 million ADS for about USD 61.9 million under a new share repurchase plan approved on March 25, 2022, with a maximum value of USD 80 million[35] - The board approved a share repurchase plan to enhance shareholder value and return capital to shareholders[35] Non-GAAP Measures - The non-GAAP operating profit (loss) excludes stock-based compensation and amortization of intangible assets from business acquisitions, allowing management to assess financial performance without these non-cash expenses[38] - The non-GAAP net profit (loss) also excludes stock-based compensation, amortization of intangible assets, and unrealized investment losses, providing a clearer view of operational performance[38] - The company emphasizes that non-GAAP financial measures should not be considered in isolation or as a substitute for GAAP measures, highlighting potential limitations in their use[41] - The company believes that using non-GAAP measures facilitates investor assessment of its financial and operational performance[38] Future Outlook - The company plans to continue focusing on expanding its service offerings and enhancing operational efficiency in the upcoming quarters[45]

Financial Performance - Total net revenue for Q1 2022 was RMB 1,984.2 million (USD 313.0 million), a year-over-year decrease of 1.8%[6] - Operating loss was RMB 41.2 million (USD 6.5 million), compared to an operating profit of RMB 52.9 million in the same period last year[6] - Net loss attributable to ordinary shareholders was RMB 122.4 million (USD 19.3 million), compared to a net profit of RMB 1.3 million in the same period last year[6] - Total Gross Merchandise Volume (GMV) for Q1 2022 was RMB 16,997.5 million, an increase of 28.4% year-over-year[10] - Product sales revenue was RMB 680.8 million (USD 107.4 million), down 29.9% from RMB 971.8 million year-over-year, primarily due to optimization of the product structure in the distribution business[19] - Operating expenses totaled RMB 2,025.3 million (USD 319.5 million), up from RMB 1,967.6 million in the same period last year[20] - The company reported a basic and diluted net loss per American Depositary Share of RMB 1.87 (USD 0.29) for Q1 2022[9] - The company experienced a significant decline in online store operations revenue, with a total net revenue of RMB 1,073.1 million (USD 169.3 million), down 19% year-over-year[19] - The company reported a net loss of RMB 125,554 for the three months ended March 31, 2022, compared to a net profit of RMB 2,132 for the same period in 2021[57] - Gross profit margin for the three months ended March 31, 2022, was approximately 70.0%, down from 59.3% in the same period of 2021[54] - Operating loss for Q1 2022 was RMB 41,170 million, compared to a profit of RMB 52,911 million in Q1 2021, indicating a decline in operational performance[68] Revenue Breakdown - Service revenue increased by 24.3% year-over-year to RMB 1,303.3 million (USD 205.6 million)[6] - Service revenue increased by 24.3% to RMB 1,303.3 million (USD 205.6 million) from RMB 1,048.7 million in the same period last year, driven by acquisitions contributing RMB 205.3 million (USD 32.4 million) in incremental revenue[20] - Non-distribution GMV was RMB 16,232.9 million, a year-over-year increase of 33.4%[11] Cash and Assets - Cash, cash equivalents, and restricted cash as of March 31, 2022, were RMB 3,375.7 million (USD 532.5 million), down from RMB 4,699.8 million as of December 31, 2021[27] - Cash and cash equivalents decreased to RMB 3,365,645 as of March 31, 2022, from RMB 4,606,545 as of December 31, 2021, representing a decline of 27%[44] - The company’s total current assets were RMB 7,357,038 as of March 31, 2022, down from RMB 9,203,980 as of December 31, 2021, a decrease of 20.1%[44] - As of March 31, 2022, total assets amounted to RMB 10,405,154, a decrease of 15.5% from RMB 12,318,980 as of December 31, 2021[44] - Total liabilities decreased to RMB 4,156,650 as of March 31, 2022, down 28.8% from RMB 5,837,631 as of December 31, 2021[47] Shareholder Actions - The board authorized a new share repurchase plan of USD 80 million, with 2.3 million ADS repurchased for approximately USD 19.9 million during Q1 2022[28] Non-GAAP Measures - The company utilizes non-GAAP financial measures to assess its business performance, including operating profit (loss) and net profit (loss) after excluding stock-based compensation and intangible asset amortization from acquisitions[33] - Non-GAAP operating profit (loss) is calculated by excluding stock-based compensation expenses and the impact of intangible asset amortization from acquisitions, providing a clearer view of operational performance[35] - The company believes that using non-GAAP measures facilitates investors' assessment of its financial and operational performance, despite the limitations of these measures[36] - The non-GAAP net profit (loss) excludes stock-based compensation, intangible asset amortization, and unrealized investment losses, reflecting a more accurate financial picture[35] - The company emphasizes that non-GAAP financial measures should not be considered in isolation or as a substitute for GAAP measures, as they may not reflect all income and expenses impacting operations[36] - The company’s management uses non-GAAP measures to formulate business plans and evaluate financial performance without the influence of non-cash expenses[35] Strategic Outlook - The CFO highlighted a focus on operational efficiency, cash flow management, and cost control amid macroeconomic uncertainties[16] - The company expressed confidence in its long-term business outlook and strategic initiatives despite short-term market volatility[16] - The company acknowledges the inherent risks and uncertainties in forward-looking statements regarding its operational and business outlook[39] - The company provides a comprehensive overview of its financial performance and strategies in its filings with the U.S. Securities and Exchange Commission[39] Operational Metrics - The number of online store operating partners reached 345 as of March 31, 2022, up from 333 as of December 31, 2021[11] - The company is a leader in the Chinese brand e-commerce service industry, providing end-to-end e-commerce solutions and empowering a diverse range of brands for growth and success[40] - The one-stop solutions offered by the company cover all core areas of e-commerce operations, including information solutions, online store operations, digital marketing, customer service, warehousing, and fulfillment[40] Share Performance - The company’s diluted loss per share for the three months ended March 31, 2022, was (0.62) compared to earnings of 0.01 for the same period in 2021[61] - The diluted earnings per ADS for Q1 2022 was $0.00, down from $0.82 in Q1 2021[68]

Financial Performance - In 2021, the company's GMV reached approximately 71 billion RMB, representing a year-on-year growth of 27.6%, with non-Tmall channels accounting for 31% of the total, an increase of 500 basis points[5]. - The company reported a revenue of RMB 1.5 billion for the year ended December 31, 2021, representing a 20% increase compared to RMB 1.25 billion in 2020[145]. - The gross merchandise volume (GMV) for the year was RMB 8.2 billion, up 15% from RMB 7.1 billion in 2020[145]. - The company reported a net income of RMB 300 million for 2021, a 10% increase from RMB 272 million in 2020[145]. - Total net revenue for the year reached RMB 9,396,256, representing a significant increase of 6.2% compared to the previous year[148]. - Operating profit decreased to RMB 7,021, down from RMB 558,677 in the prior year, indicating a decline of approximately 98.7%[148]. - The company reported a net loss attributable to ordinary shareholders of RMB 219,830, compared to a profit of RMB 425,992 in the previous year, marking a shift of 151.7%[152]. - The company’s diluted earnings per share (EPS) for ordinary shareholders was reported at RMB (1.02), compared to RMB 2.23 in the previous year, a decline of 145.8%[152]. - The company expects revenue growth of 25% for the upcoming fiscal year, projecting revenue to reach RMB 1.875 billion[145]. - Non-GAAP net profit for Baozun Inc. is calculated by excluding non-cash expenses, providing a clearer view of core operational trends[168]. Strategic Initiatives - The company is focusing on strategic acquisitions to enhance competitiveness, with a strategy centered on capability enhancement, industry integration, regional expansion, and brand building[8]. - The company formed a strategic alliance with Fosun Fashion Group to capture opportunities in the growing Chinese luxury goods market[111]. - Baozun acquired Yishang to further expand its influence in the fashion brand sector[115]. - The acquisition of FULL JET was completed to strengthen the luxury goods business[117]. - The company has completed the acquisition of a local e-commerce platform, which is expected to contribute an additional RMB 500 million in revenue annually[145]. - The company launched the "Spark Program" in 2021 to enhance the professional capabilities of trainees while improving the leadership skills of mentors[98]. Market Expansion - The company aims to strengthen its presence in the Asian market and enhance technology commercialization in the long term[13]. - Market expansion plans include entering two new international markets by the end of 2022, targeting a 10% increase in overall market share[145]. - The company is adapting to post-pandemic growth opportunities by embracing a multi-channel growth strategy[89]. Employee Engagement and Development - The company achieved an employee satisfaction rate of 88.5% in the latest survey, marking a steady increase over five consecutive years[12]. - The company emphasized the importance of employee mental health, conducting psychological consultation events in 2021 to support staff well-being[100]. - The company is enhancing its training programs, including leadership, project management, and marketing management, to support employee development[70]. - The company has implemented a comprehensive training program covering business ethics, legal compliance, and supply chain safety education[60]. Technology and Innovation - The company is investing RMB 200 million in new technology development for enhanced online-to-offline (O2O) services[145]. - The company is focused on innovation, leveraging algorithms to empower digital marketing and utilizing a SaaS platform to enhance customer expansion in real-time retail[88]. - Baosheng E-commerce aims to leverage technological innovation and customer demand as engines for growth, aspiring to become a global brand e-commerce partner[18]. Social Responsibility and Ethics - The company emphasizes a commitment to social and environmental responsibilities, contributing to a better society[35]. - The company is committed to environmental protection and social responsibility, addressing complex societal challenges[91]. - The company published its first Environmental, Social, and Governance (ESG) report, demonstrating its commitment to social responsibility[121]. - Baosheng E-commerce maintains a strong focus on integrity as a cornerstone of its business operations, promoting a culture of honesty and openness[39]. - The company is actively involved in public welfare donations and the cultivation of high-quality e-commerce talent[36]. Financial Metrics and Assets - Total assets rose to RMB 12,318,980, an increase of 17.6% from RMB 10,474,691 in the previous year[158]. - Cash and cash equivalents increased to RMB 4,606,545, up from RMB 3,579,665, reflecting a growth of 28.6% year-over-year[158]. - The company’s total liabilities increased to RMB 5,837,631, up from RMB 4,332,088, indicating a rise of 34.7%[158]. - The company’s inventory net amount increased to RMB 1,073,567, reflecting a growth of 4.7% from RMB 1,026,038[158]. - The company's goodwill increased from RMB 13,574 thousand in 2020 to RMB 397,904 thousand in 2021, indicating a substantial growth of approximately 2845.5%[200].

Company Overview and Shareholding Structure [Information on Weighted Voting Rights](index=3&type=section&id=Information%20on%20Weighted%20Voting%20Rights) The company operates under a Weighted Voting Rights (WVR) structure, granting co-founders significant voting control for long-term strategic implementation despite not holding a majority economic interest - The company's share capital includes Class A ordinary shares (1 vote per share) and Class B ordinary shares (10 votes per share)[8](index=8&type=chunk) - The beneficiaries of the Weighted Voting Rights are co-founders Mr. Qiu Wenbin and Mr. Wu Junhua, who collectively controlled **37.7% of the company's total voting power** as of June 30, 2021[9](index=9&type=chunk) - The report advises investors that the WVR structure carries potential risks, as beneficiaries' interests may not always align with all shareholders' interests, though their long-term vision and leadership could benefit the company in the long run[9](index=9&type=chunk) Financial and Operating Summary [Financial Summary](index=4&type=section&id=Financial%20Summary) For the six months ended June 30, 2021, total net revenue increased by 17.7% to RMB 4.32 billion, while GAAP operating profit and net income attributable to ordinary shareholders declined, but Non-GAAP metrics showed growth Key Financial Data for H1 2021 (GAAP) | Metric | H1 2021 | H1 2020 | Year-over-Year Change | | :--- | :--- | :--- | :--- | | Total Net Revenue (RMB millions) | 4,324.6 | 3,675.7 | +17.7% | | Operating Profit (RMB millions) | 159.5 | 173.4 | -8.0% | | Net Income Attributable to Ordinary Shareholders (RMB millions) | 81.0 | 122.0 | -33.6% | | Diluted Net Income per ADS (RMB) | 1.08 | 2.04 | -47.1% | Key Financial Data for H1 2021 (Non-GAAP) | Metric (Non-GAAP) | H1 2021 | H1 2020 | Year-over-Year Change | | :--- | :--- | :--- | :--- | | Operating Profit (RMB millions) | 237.4 | 223.9 | +6.0% | | Net Income Attributable to Ordinary Shareholders (RMB millions) | 212.1 | 172.0 | +23.3% | | Diluted Net Income per ADS (RMB) | 2.82 | 2.87 | -1.7% | [Operating Summary](index=5&type=section&id=Operating%20Summary) In H1 2021, the company achieved strong GMV growth, primarily driven by non-distribution GMV and increased contributions from non-Tmall platforms, reflecting successful channel diversification H1 2021 GMV Performance | Metric | Amount (RMB millions) | Year-over-Year Growth | | :--- | :--- | :--- | | Gross Merchandise Volume (GMV) | 28,968.2 | 31.9% | | Distribution GMV | 2,168.3 | 19.1% | | Non-Distribution GMV | 26,799.9 | 33.0% | - GMV generated from non-Tmall transaction platforms and channels increased from **24.2%** of total GMV in the prior-year period to approximately **33.0%**[23](index=23&type=chunk) [Detailed Financial Performance](index=6&type=section&id=Detailed%20Financial%20Performance) Revenue growth in H1 2021 was offset by a faster increase in operating expenses, particularly sales, marketing, and administrative costs, leading to a decline in operating margin, while cash reserves remained substantial - Product sales revenue grew by **19.3% to RMB 1.94 billion**, and service revenue grew by **16.3% to RMB 2.38 billion**, with service revenue growth partially offset by a decline in sports apparel sales due to the "Xinjiang cotton" incident[29](index=29&type=chunk) - Operating expenses significantly increased, with sales and marketing expenses rising due to GMV growth and increased digital marketing services; general and administrative expenses substantially increased due to talent acquisition, M&A professional fees, new headquarters lease expenses, and bad debt provisions[30](index=30&type=chunk)[31](index=31&type=chunk) - As of June 30, 2021, the company's total cash, cash equivalents, restricted cash, and short-term investments amounted to **RMB 4.534 billion**[36](index=36&type=chunk) [Share Repurchase Program Update](index=7&type=section&id=Share%20Repurchase%20Program%20Update) The company initiated a share repurchase program in May 2021, authorizing up to $125 million in repurchases, with approximately $12.5 million already executed by June 30, 2021 - The Board of Directors authorized a 12-month share repurchase program on May 18, 2021, for a total amount not exceeding **$125 million**[37](index=37&type=chunk) - As of June 30, 2021, the company had repurchased approximately **$12.5 million** worth of ADSs under the program[37](index=37&type=chunk) Non-GAAP Financial Measures [Non-GAAP Financial Measures](index=8&type=section&id=Non-GAAP%20Financial%20Measures) The company utilizes Non-GAAP financial measures to assess core operating performance by excluding non-cash and non-core items, providing a clearer view for management and investors, while acknowledging their limitations - The company's management uses Non-GAAP financial measures to evaluate financial operating performance and formulate business plans[41](index=41&type=chunk) - Key adjustments include share-based compensation expenses, amortization of intangible assets from business acquisitions, and unrealized investment losses, which are mostly non-cash expenses or not directly related to core business operations[40](index=40&type=chunk)[41](index=41&type=chunk) - The company acknowledges the limitations of Non-GAAP measures, as they do not reflect all income and expense items, and advises investors to evaluate them in conjunction with GAAP financial data[45](index=45&type=chunk) Unaudited Condensed Consolidated Financial Statements [Condensed Consolidated Balance Sheets](index=10&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2021, total assets slightly increased to RMB 10.84 billion, with significant growth in equity investments, intangible assets, and goodwill reflecting M&A activities, while cash and short-term investments decreased Balance Sheet Summary | Item | June 30, 2021 (RMB millions) | December 31, 2020 (RMB millions) | | :--- | :--- | :--- | | **Total Assets** | **10,844.7** | **10,474.7** | | Cash, Cash Equivalents, and Short-Term Investments | 4,534.2 | 5,179.9 | | Inventories, Net | 991.6 | 1,026.0 | | Goodwill | 213.4 | 13.6 | | **Total Liabilities** | **4,536.9** | **4,332.1** | | **Total Shareholders' Equity** | **6,307.8** | **6,133.6** | [Condensed Consolidated Statements of Comprehensive Income (Loss)](index=12&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) In H1 2021, total net revenue increased by 17.7% to RMB 4.32 billion, but increased operating expenses and an unrealized investment loss led to a 33.6% year-over-year decrease in net income attributable to ordinary shareholders H1 2021 Income Statement Summary | Item (RMB millions) | H1 2021 | H1 2020 | | :--- | :--- | :--- | | Total Net Revenue | 4,324.6 | 3,675.7 | | Operating Profit | 159.5 | 173.4 | | Net Income | 84.0 | 122.7 | | Net Income Attributable to Ordinary Shareholders | 81.0 | 122.0 | - An unrealized investment loss of **RMB 54.61 million** was recorded in H1 2021, which was a significant factor contributing to the decline in net income[57](index=57&type=chunk) - Share-based compensation expenses increased from **RMB 49.66 million** in the prior-year period to **RMB 74.16 million**, further pressuring profits[61](index=61&type=chunk) [Reconciliation of GAAP to Non-GAAP Performance](index=14&type=section&id=Reconciliation%20of%20GAAP%20to%20Non-GAAP%20Performance) This section details the adjustments from GAAP to Non-GAAP net income attributable to ordinary shareholders for H1 2021, primarily adding back share-based compensation, intangible asset amortization, and unrealized investment losses H1 2021 Net Income Attributable to Ordinary Shareholders GAAP to Non-GAAP Reconciliation | Item (RMB millions) | H1 2021 | | :--- | :--- | | Net Income Attributable to Baozun Ordinary Shareholders (GAAP) | 81.0 | | Add: Share-based compensation expenses | 74.2 | | Add: Amortization of intangible assets from business acquisitions | 3.0 | | Add: Unrealized investment losses | 54.6 | | Less: Tax impact of amortization of intangible assets from business acquisitions | (0.8) | | **Non-GAAP Net Income Attributable to Baozun Ordinary Shareholders (Non-GAAP)** | **212.1** |

Financial Performance - In 2020, Baozun's net revenue reached RMB 8.9 billion, representing a year-over-year growth of 21.6%[9] - Baozun Inc. reported a total GMV of RMB 20.5 billion for the fiscal year, representing a year-over-year increase of 15%[19] - The company achieved a revenue of RMB 4.2 billion, which is a 10% increase compared to the previous year[19] - Baozun's net income for the year was RMB 500 million, reflecting a growth of 12% year-over-year[19] - Total net revenue for 2020 reached RMB 8,851,563, an increase of 21.6% from RMB 7,278,192 in 2019[36] - Operating profit for 2020 was RMB 558,677, an increase of 45.7% from RMB 383,653 in 2019[36] - The company reported a net profit of RMB 426,534 for 2020, an increase of 51.5% from RMB 281,891 in 2019[108] - Non-GAAP operating profit for 2020 was RMB 668,681, up 45.2% from RMB 460,400 in 2019[39] - The diluted non-GAAP net profit per American depositary share (ADS) for 2020 was RMB 8.40, compared to RMB 5.99 in 2019, indicating a 40.2% increase[65] Growth and Expansion - The number of brand partners increased to 266, covering various categories[9] - The company plans to expand its market presence by increasing partnerships with over 100 new brand partners in the upcoming year[19] - The company plans to implement a three to five-year mid-term strategic plan focused on customer-oriented service upgrades, new channel exploration, and cost structure optimization[13][14] - The company aims to enhance its infrastructure, including technology, digital marketing, and logistics, to strengthen its competitive advantage[14] - The company plans to relocate its headquarters to a new office park of over 40,000 square meters in the second half of 2021 to accommodate its growing team[15] Cash Flow and Financial Position - Cash and cash equivalents as of December 31, 2020, amounted to RMB 3,579,665 thousand, a significant increase from RMB 1,144,451 thousand in 2019[46] - The total assets as of December 31, 2020, reached RMB 10,474,691 thousand, an increase from RMB 7,096,600 thousand in 2019[46] - The company reported a significant increase in sales and marketing expenses, which rose to RMB 38,631 thousand in 2020 from RMB 22,209 thousand in 2019[46] - The company’s total cash, cash equivalents, and restricted cash at the end of 2020 amounted to RMB 3,731,019 thousand, compared to RMB 1,526,810 thousand at the end of 2019, indicating a growth of 144.5%[154] Operational Efficiency - The GMV from non-Tmall channels exceeded 25% for the first time, with non-official website channels surpassing 10%[8] - Baozun is investing in new technology development, focusing on enhancing its O2O (online-to-offline) capabilities to improve customer engagement[19] - Baozun's user base grew to 15 million active users, marking a 20% increase from the previous year[19] - The company reported a gross margin of 25%, which is consistent with industry standards and reflects effective cost management strategies[19] Environmental and Governance Initiatives - Baozun will prioritize environmental, social, and governance (ESG) initiatives, establishing a sustainability committee to support long-term development[15] Audit and Compliance - The independent auditor's report confirmed that the consolidated financial statements accurately reflect the financial position of the company as of December 31, 2020[69] - The company is responsible for preparing financial statements in accordance with US GAAP and ensuring no material misstatements due to fraud or error[80] - The auditors assess the appropriateness of accounting policies and the reasonableness of estimates made by the board[87] Risks and Legal Structure - The company faces risks related to the VIE structure, including potential penalties from the Chinese government that could significantly impact its operational capabilities[172] - The company is subject to uncertainties in the Chinese legal system that may affect the enforceability of its contractual arrangements with Shanghai Zunyi[172]