宝尊电商(09991) - 2025 - 中期业绩

Company Information and Disclaimer This section provides an overview of Baozun Inc.'s corporate structure, listing details, and the scope of its interim financial results announcement Company Overview and Shareholding Structure Baozun Inc. is a limited liability company registered in the Cayman Islands, operating with a dual-class share structure where Class A ordinary shares have one vote and Class B ordinary shares have ten votes; its American Depositary Shares (each representing three Class A ordinary shares) are listed on Nasdaq under the ticker BZUN - The company operates with a dual-class share structure, where Class A ordinary shares carry one vote per share and Class B ordinary shares carry ten votes per share[1] - American Depositary Shares (BZUN) are listed on the Nasdaq Global Select Market, with each ADS representing three Class A ordinary shares[1] Interim Results Announcement This announcement presents the unaudited condensed consolidated results of Baozun and its subsidiaries for the six months ended June 30, 2025, prepared in accordance with U.S. GAAP and reviewed by the company's audit committee - The announcement covers the unaudited condensed consolidated results for the six months ended June 30, 2025[2] - The financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (U.S. GAAP) and reviewed by the company's audit committee[2] Financial Highlights This section provides a concise overview of the company's key financial performance indicators, non-GAAP metrics, and cash position for the reporting period Key Financial Metrics During the reporting period, the company's total net revenue increased by 5.6% year-over-year to RMB 4,617.0 million, but operating loss widened to RMB 93.4 million, with the operating loss margin increasing to 2.0%; net loss attributable to ordinary shareholders was RMB 97.0 million, and basic and diluted net loss per ADS was RMB 1.68 Key Financial Data for H1 2025 | Metric | H1 2025 (RMB millions) | H1 2024 (RMB millions) | YoY Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Total Net Revenue | 4,617.0 | 4,370.8 | +246.2 | +5.6% | | Operating Loss | (93.4) | (73.6) | (19.8) | -26.9% | | Operating Loss Margin | 2.0% | 1.7% | +0.3% | - | | Net Loss Attributable to Baozun Ordinary Shareholders | (97.0) | (97.3) | +0.3 | +0.3% | | Basic and Diluted Net Loss per ADS | (1.68) | (1.61) | (0.07) | -4.3% | Non-GAAP Financial Metrics During the reporting period, non-GAAP operating loss increased to RMB 60.8 million, with the loss margin rising to 1.3%; non-GAAP net loss attributable to ordinary shareholders was RMB 75.2 million, and non-GAAP diluted net loss per ADS was RMB 1.30 Non-GAAP Financial Data for H1 2025 | Metric | H1 2025 (RMB millions) | H1 2024 (RMB millions) | YoY Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Non-GAAP Operating Loss | (60.8) | (7.5) | (53.3) | -710.7% | | Non-GAAP Operating Loss Margin | 1.3% | 0.2% | +1.1% | - | | Non-GAAP Net Loss Attributable to Baozun Ordinary Shareholders | (75.2) | (19.3) | (55.9) | -289.6% | | Non-GAAP Diluted Net Loss per ADS Attributable to Baozun Ordinary Shareholders | (1.30) | (0.32) | (0.98) | -306.3% | Cash and Short-Term Investments As of June 30, 2025, the company's total cash, cash equivalents, restricted cash, and short-term investments amounted to RMB 2,701.8 million, a decrease from RMB 2,915.9 million as of December 31, 2024 Cash, Cash Equivalents, Restricted Cash, and Short-Term Investments | Metric | June 30, 2025 (RMB millions) | December 31, 2024 (RMB millions) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Total Cash, Cash Equivalents, Restricted Cash, and Short-Term Investments | 2,701.8 | 2,915.9 | (214.1) | -7.3% | Unaudited Condensed Consolidated Financial Statements This section presents the company's unaudited condensed consolidated balance sheets, statements of operations, and comprehensive income for the reporting period Condensed Consolidated Balance Sheets As of June 30, 2025, the company's total assets were RMB 9,621.4 million, a decrease from RMB 10,207.0 million at the end of 2024; total current assets were RMB 6,625.3 million, total current liabilities were RMB 3,363.7 million, and the debt-to-asset ratio improved Condensed Consolidated Balance Sheets Summary (RMB thousands) | Metric | June 30, 2025 | December 31, 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Total Assets | 9,621,364 | 10,207,001 | (585,637) | -5.7% | | Total Current Assets | 6,625,250 | 7,214,171 | (588,921) | -8.2% | | Total Non-Current Assets | 2,996,114 | 2,992,830 | 3,284 | +0.1% | | Total Liabilities | 3,954,766 | 4,426,422 | (471,656) | -10.7% | | Total Current Liabilities | 3,363,696 | 3,747,557 | (383,861) | -10.2% | | Total Non-Current Liabilities | 591,070 | 678,865 | (87,795) | -12.9% | | Total Equity Attributable to Baozun Inc. Shareholders | 3,788,247 | 3,914,022 | (125,775) | -3.2% | | Total Shareholders' Equity | 3,981,152 | 4,110,200 | (129,048) | -3.1% | Condensed Consolidated Statements of Operations For the six months ended June 30, 2025, total net revenue was RMB 4,617.0 million, a 5.6% year-over-year increase; operating loss widened to RMB 93.4 million; net loss attributable to Baozun ordinary shareholders was RMB 97.0 million, and diluted net loss per ADS was RMB 1.68 Condensed Consolidated Statements of Operations Summary (For the six months ended June 30, RMB thousands) | Metric | 2025 | 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Net Revenue | 4,617,021 | 4,370,764 | 246,257 | +5.6% | | Operating Loss | (93,368) | (73,553) | (19,815) | -26.9% | | Net Loss | (92,722) | (87,281) | (5,441) | -6.2% | | Net Loss Attributable to Baozun Ordinary Shareholders | (97,038) | (97,257) | 219 | +0.2% | | Diluted Net Loss per ADS | (1.68) | (1.61) | (0.07) | -4.3% | Condensed Consolidated Statements of Comprehensive Income For the six months ended June 30, 2025, the company's comprehensive loss was RMB 114.4 million, an increase from RMB 69.3 million in the prior year, primarily due to foreign currency translation differences shifting from gain to loss Condensed Consolidated Statements of Comprehensive Income Summary (For the six months ended June 30, RMB thousands) | Metric | 2025 | 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Net Loss | (92,722) | (87,281) | (5,441) | -6.2% | | Foreign currency translation differences | (21,722) | 17,964 | (39,686) | -221.0% | | Comprehensive Loss | (114,444) | (69,317) | (45,127) | -65.1% | | Total Comprehensive Loss Attributable to Baozun Ordinary Shareholders | (118,760) | (79,293) | (39,467) | -49.8% | Notes to the Condensed Consolidated Financial Information This section details the company's structure, accounting policies, revenue, earnings per share, income taxes, and key balance sheet items 1. Structure and Principal Activities Baozun Inc. and its group primarily engage in providing end-to-end e-commerce solutions for clients, including sales of apparel, home goods, and electronics, as well as comprehensive brand management services, operating through its subsidiaries and Variable Interest Entities (VIEs) in China and Hong Kong - The Group primarily provides end-to-end e-commerce solutions, covering product sales, online store design and setup, visual merchandising, online store operations, customer service, warehousing and order fulfillment, and comprehensive brand management[13] - Key subsidiaries and VIEs include Shanghai Baozun, Shanghai Baodao, Gap (Shanghai) Commercial Co., Ltd., with operations across China, Hong Kong, and the Cayman Islands[13][14] 2. Summary of Significant Accounting Policies The company's unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP and are consistent with the accounting policies in its annual audited report; the Group adopts consolidation accounting, including subsidiaries and VIEs where it is the primary beneficiary Basis of Presentation The unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP, reflect all normal recurring adjustments, and are consistent with the accounting policies used in the audited consolidated financial statements for the year ended December 31, 2024 - The financial statements are prepared in accordance with U.S. GAAP and include all necessary recurring adjustments[15] - Accounting policies are consistent with those used in the audited consolidated financial statements for the year ended December 31, 2024[15] Basis of Consolidation The consolidated financial statements include those of the Company, its subsidiaries, and its China-based Variable Interest Entities (VIEs) for which it is the primary beneficiary, with all intercompany transactions and balances eliminated - The consolidated financial statements include those of the Company, its subsidiaries, and its China-based VIEs for which it is the primary beneficiary[16] - The Group determines whether it is the primary beneficiary of a VIE by evaluating its power to direct the activities of the VIE that most significantly impact the VIE's economic performance and its obligation to absorb losses or right to receive benefits from the VIE[16] Recently Adopted Accounting Pronouncements The company has adopted Accounting Standards Update No. 2023-07, which requires public business entities to disclose significant expenses and other segment items and provide annual disclosure requirements during interim reporting periods, with no material impact on the financial statements - The Company has adopted Accounting Standards Update No. 2023-07, effective for annual periods beginning after January 1, 2024, and interim periods beginning after January 1, 2025[17] - The adoption of this pronouncement did not have a material impact on the financial statements[17] 3. Revenue For the six months ended June 30, 2025, total revenue was RMB 4,617.0 million, primarily from product sales and e-commerce services; product sales increased by 14.3% year-over-year, and service revenue increased by 0.7% Revenue Classification During the reporting period, product sales revenue was primarily recognized at a point in time from e-commerce brand management, while service revenue was recognized over time from e-commerce services, with digital marketing and IT solutions contributing significantly Revenue Classification (For the six months ended June 30, RMB thousands) | Revenue Source | 2025 | 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Product Sales | 1,803,389 | 1,577,825 | 225,564 | +14.3% | | Service Revenue | 2,813,632 | 2,792,939 | 20,693 | +0.7% | | Total Revenue | 4,617,021 | 4,370,764 | 246,257 | +5.6% | - Within service revenue, online store operations, warehousing and fulfillment, digital marketing, and IT solutions are key components[19] Contract Liabilities As of June 30, 2025, the ending balance of contract liabilities was RMB 190.1 million, primarily customer advances, of which RMB 166.1 million was recognized as revenue Changes in Contract Liabilities (RMB thousands) | Metric | Customer Advances | | :--- | :--- | | Beginning balance as of January 1, 2025 | 173,769 | | Net increase | 16,364 | | Ending balance as of June 30, 2025 | 190,133 | - For the six months ended June 30, 2025, revenue recognized was RMB 166,075 thousand, representing amounts included in the contract liabilities balance at the beginning of the period[20] 4. Net Loss per Share For the six months ended June 30, 2025, both basic and diluted net loss per ordinary share attributable to Baozun ordinary shareholders were RMB 0.56, and basic and diluted net loss per ADS were RMB 1.68, both increasing from the prior year Net Loss per Share (For the six months ended June 30) | Metric | 2025 (RMB) | 2024 (RMB) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Basic Net Loss per Ordinary Share Attributable to Baozun Ordinary Shareholders | (0.56) | (0.54) | (0.02) | -3.7% | | Diluted Net Loss per Ordinary Share Attributable to Baozun Ordinary Shareholders | (0.56) | (0.54) | (0.02) | -3.7% | | Basic Net Loss per ADS Attributable to Baozun Ordinary Shareholders | (1.68) | (1.61) | (0.07) | -4.3% | | Diluted Net Loss per ADS Attributable to Baozun Ordinary Shareholders | (1.68) | (1.61) | (0.07) | -4.3% | - As of June 30, 2025, the Group had 2,050,422 unexercised restricted share units and options, which were excluded from the calculation of diluted loss per share due to their anti-dilutive effect[21] 5. Income Taxes The company is exempt from tax in the Cayman Islands, Hong Kong subsidiaries are subject to profit tax rates of 16.5% or 8.25%, and China subsidiaries and VIEs are subject to a 25% corporate income tax rate, with some high-tech enterprises enjoying a preferential rate of 15%; the Group believes the impact of global minimum effective tax rates is not significant - The Company is incorporated in the Cayman Islands and is not subject to tax on income or capital gains[22] - China subsidiaries and VIEs are subject to a statutory tax rate of 25%, with some high-tech enterprises enjoying a preferential income tax rate of 15%[22] - The Group believes that the current adoption of the global minimum effective tax rate (Pillar Two) does not have a significant impact[23] Income Tax Expense (For the six months ended June 30, RMB thousands) | Metric | 2025 | 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Current tax | 11,516 | 12,101 | (585) | -4.8% | | Deferred tax | (4,569) | (1,236) | (3,333) | -269.7% | | Income tax expense | 6,947 | 10,865 | (3,918) | -36.1% | 6. Accounts Receivable, Net As of June 30, 2025, accounts receivable, net, amounted to RMB 2,043.4 million, a slight increase from the end of 2024; the allowance for credit losses increased, primarily due to new provisions of RMB 59.6 million Accounts Receivable, Net (RMB thousands) | Metric | June 30, 2025 | December 31, 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Accounts receivable, net | 2,043,408 | 2,033,778 | 9,630 | +0.5% | | Ending balance of allowance for credit losses | (182,309) | (126,936) | (55,373) | +43.6% | | New allowance for credit losses | (59,566) | – | (59,566) | - | | Total accounts receivable | 2,225,717 | 2,160,714 | 65,003 | +3.0% | Accounts Receivable Aging Analysis (RMB thousands) | Aging | June 30, 2025 | December 31, 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | 0 to 3 months | 1,827,796 | 1,849,764 | (21,968) | -1.2% | | 3 to 6 months | 88,076 | 91,676 | (3,600) | -3.9% | | 6 to 12 months | 107,409 | 22,592 | 84,817 | +375.4% | | Over 1 year | 202,436 | 196,682 | 5,754 | +2.9% | 7. Accounts Payable and Notes Payable As of June 30, 2025, total accounts payable and notes payable were RMB 556.4 million, a significant decrease of 48.6% from RMB 1,081.9 million at the end of 2024 Accounts Payable and Notes Payable (RMB thousands) | Metric | June 30, 2025 | December 31, 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Accounts payable | 348,438 | 620,679 | (272,241) | -43.9% | | Notes payable | 207,937 | 461,179 | (253,242) | -54.9% | | Total | 556,375 | 1,081,858 | (525,483) | -48.6% | 8. Short-Term Borrowings As of June 30, 2025, short-term bank borrowings amounted to RMB 1,385.3 million, an increase from the end of 2024; the Group has revolving credit facilities, with RMB 2,069.9 million available as of the reporting period Short-Term Borrowings (RMB thousands) | Metric | June 30, 2025 | December 31, 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Short-term bank borrowings | 1,385,268 | 1,220,957 | 164,311 | +13.5% | - As of June 30, 2025, the Group had credit facilities of RMB 2,069,943 thousand available for future borrowings[28] 9. Dividends The Board of Directors does not recommend the distribution of any interim dividends for the six months ended June 30, 2024, and 2025 - The Board of Directors does not recommend the distribution of any interim dividends for the six months ended June 30, 2024, and 2025[29] 10. Ordinary Shares and Treasury Shares The company repurchased 1,471,428 treasury shares totaling $1.4 million during the reporting period; as of June 30, 2025, 177,900 restricted share units were vested - For the six months ended June 30, 2025, the Company repurchased 1,471,428 treasury shares for a total consideration of $1.4 million[30] - For the six months ended June 30, 2025, 177,900 restricted share units were vested[30] Management Discussion and Analysis This section provides an in-depth review of the company's business operations, strategic outlook, and detailed financial performance for the reporting period Business Review Baozun Inc. is a leading brand e-commerce service provider in China, empowering brands with end-to-end e-commerce services, omnichannel expertise, and technology-driven solutions; the company expanded into three business lines in 2023 (Baozun E-Commerce, Baozun Brand Management, and Baozun International) to build a healthy ecosystem; total revenue grew by 5.6% during the reporting period, but non-GAAP operating loss increased due to accounts receivable write-offs - The company expanded its business into three lines in 2023: Baozun E-Commerce (BEC), Baozun Brand Management (BBM), and Baozun International (BZI)[31] - Total net revenue increased by 5.6% year-over-year to RMB 4,617.0 million, primarily driven by two business lines[33] - Non-GAAP operating loss increased to RMB 60.8 million, mainly due to accounts receivable write-offs totaling RMB 53.3 million[33] Baozun E-Commerce (BEC) BEC covers China's e-commerce business, offering value-added services such as brand store operations, customer service, warehousing and fulfillment, IT, and digital marketing; the company operates through distribution, service fee, and consignment models, leveraging its technology stack to provide comprehensive, omnichannel solutions; service revenue grew by 1.8% during the reporting period, and the proportion of brand partners with omnichannel collaborations increased to 48.5% - BEC provides value-added services including brand store operations, customer service and warehousing and fulfillment, IT and digital marketing[34] - Business models include distribution, service fee, and consignment models[36] - Provides integrated one-stop solutions covering IT solutions, online store operations, digital marketing, customer service, and warehousing and fulfillment, with omnichannel capabilities[38] - For the first six months ended June 30, 2025, service revenue grew by 1.8%, primarily driven by strong digital marketing demand from brand partners and robust performance in the sportswear and apparel categories[40] - As of June 30, 2025, approximately 48.5% of brand partners collaborated with us for store operations across at least two channels, compared to 45.8% at the end of the same period last year[40] Baozun Brand Management (BBM) BBM focuses on comprehensive brand management, aiming to unlock commercial potential for global brands in China, serving mid-to-high-end consumer lifestyle brands; its first key acquisition was Gap China's business, with plans to offer a seamless omnichannel experience through digital and physical integration; during the reporting period, Gap Shanghai achieved RMB 376.9 million in revenue and plans to open approximately 40 new stores; the company also drives brand growth through strategies such as product localization, retail optimization, supply chain enhancement, and talent acquisition - BBM engages in comprehensive brand management, offering expertise in strategic and tactical positioning, brand and marketing, retail and e-commerce operations, supply chain and logistics, and technology enablement[41] - Completed the acquisition of Gap China's business, obtaining exclusive rights to manufacture, market, distribute, and sell Gap products in Greater China[41][42] - In the first six months of 2025, Gap Shanghai achieved RMB 376.9 million in revenue, operating 156 offline Gap stores in mainland China, with plans to open approximately 40 new stores[45] - Achieved product localization and cultural integration through collaborations with IPs such as the Forbidden City and Melting Sadness[46] - Optimized retail management by opening "premium" community stores and collaborating with local strategic partners to accelerate expansion[47] - Committed to enhancing supply chain capabilities, focusing on product innovation, quality control, responsiveness, and cost-effectiveness[48] - Successfully introduced local industry experts to accelerate business transformation and improve organizational efficiency[49] - Signed a Letter of Intent with ABG Hunter LLC for investment in the Hunter brand in Greater China and Southeast Asia, acquiring intellectual property rights and exclusive rights to manufacture, market, distribute, and sell Hunter products[43] Baozun International (BZI) BZI is the company's long-term growth engine, aiming to replicate the success of its China e-commerce business by empowering global brands with local market insights and e-commerce infrastructure to provide localized experiences; it has established operations in 10 markets, including Southeast Asia, South Korea, Japan, and France - BZI is the company's long-term growth engine for dedicated investment and exploration, aiming to replicate the successful experience of its China e-commerce business[50] - Implements the "glocal" concept, providing localized experiences for brands by leveraging local expertise and resources[50] - As of June 30, 2025, operations have been established in 10 markets, including Hong Kong, Taiwan, Singapore, Malaysia, the Philippines, Thailand, South Korea, Japan, Vietnam, and France[51] Outlook The company remains cautious about macroeconomic uncertainties but is confident in its business transformation and value proposition, with a focus on diligent, patient, and sustainable execution in 2025; BEC will concentrate on refined management, value creation, and organizational efficiency, enhancing omnichannel capabilities, especially in emerging channels; BBM will continue to consolidate Gap brand growth and drive Hunter brand development; technology expertise is core to Baozun, and the company will leverage its robust cash flow and balance sheet to seize new opportunities - The company remains cautious about macroeconomic uncertainties but is confident that its ongoing transformation has strengthened its business foundation and value proposition for brand partners[52] - BEC will continue to focus on strengthening revenue and profitability, emphasizing refined management, value creation, and organizational efficiency, while enhancing omnichannel capabilities, especially in emerging channels like Douyin and Xiaohongshu[52] - BBM will continue to consolidate the growth of the GAP brand in China and drive the development of the Hunter brand through new category expansion and diversified distribution channels[53] - Technology expertise is core to the Baozun brand, and the company will leverage its robust cash flow and balance sheet to seize new opportunities[54] Financial Review During the reporting period, total net revenue increased by 5.6% to RMB 4,617.0 million; product sales revenue grew by 14.3%, and service revenue grew by 0.7%; cost of products, selling and marketing expenses, and general and administrative expenses all increased, while fulfillment expenses, technology and content expenses, and income tax expense decreased; net loss widened to RMB 92.7 million Revenue Total net revenue for the reporting period increased by 5.6% to RMB 4,617.0 million; product sales revenue grew by 14.3%, driven by product portfolio optimization and Gap brand sales growth; service revenue increased by 0.7%, mainly due to increased contributions from digital marketing and IT solutions Revenue Breakdown (For the six months ended June 30, RMB thousands) | Net Revenue | 2025 | 2024 | Growth Rate | | :--- | :--- | :--- | :--- | | Product Sales | 1,803,389 | 1,577,825 | 14.3% | | Services | 2,813,632 | 2,792,939 | 0.7% | | Total | 4,617,021 | 4,370,764 | 5.6% | - The increase in product sales revenue was primarily driven by the optimization of the product portfolio distribution model (especially in the beauty and cosmetics categories) and the growth in Gap brand sales[56] - The increase in service revenue was mainly due to an increase of RMB 32.9 million from digital marketing and IT solutions[57] Cost of Products Cost of products for the reporting period was RMB 1,258.7 million, an increase from the prior year, primarily due to increased product sales from both BEC and BBM Cost of Products (For the six months ended June 30, RMB thousands) | Metric | 2025 | 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Cost of products | (1,258,678) | (1,136,807) | (121,871) | -10.7% | - The increase in cost of products was primarily due to increased product sales from both BEC and BBM[58] Fulfillment Expenses Fulfillment expenses were RMB 1,130.5 million, a 3.7% decrease from the prior year, mainly due to reduced e-commerce warehousing and logistics revenue and Gap's control over logistics costs Fulfillment Expenses (For the six months ended June 30, RMB thousands) | Metric | 2025 | 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Fulfillment expenses | (1,130,482) | (1,173,349) | 42,867 | +3.7% | - The decrease in fulfillment expenses was primarily due to reduced e-commerce warehousing and logistics revenue, as well as Gap's control over logistics costs[59] Selling and Marketing Expenses Selling and marketing expenses were RMB 1,738.2 million, a 13.0% increase from the prior year, mainly due to increased contribution from BEC's digital marketing services revenue and higher expenses related to BBM's marketing activities and offline store expansion Selling and Marketing Expenses (For the six months ended June 30, RMB thousands) | Metric | 2025 | 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Selling and marketing expenses | (1,738,197) | (1,538,741) | (199,456) | -13.0% | - The increase in selling and marketing expenses was primarily due to increased contribution from BEC's digital marketing services revenue during the reporting period, as well as higher expenses related to BBM's marketing activities and offline store expansion[60] Technology and Content Expenses Technology and content expenses were RMB 231.1 million, a 12.1% decrease from the prior year, mainly due to the company's cost control initiatives and improved efficiency Technology and Content Expenses (For the six months ended June 30, RMB thousands) | Metric | 2025 | 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Technology and content expenses | (231,130) | (262,975) | 31,845 | +12.1% | - The decrease in technology and content expenses was primarily due to the company's cost control initiatives and improved efficiency[61] General and Administrative Expenses General and administrative expenses were RMB 394.9 million, a 12.6% increase from the prior year, mainly due to an additional provision of RMB 53.3 million for accounts receivable, partially offset by cost control measures General and Administrative Expenses (For the six months ended June 30, RMB thousands) | Metric | 2025 | 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | General and administrative expenses | (394,862) | (350,724) | (44,138) | -12.6% | - The increase in general and administrative expenses was primarily due to an additional provision for accounts receivable totaling RMB 53.3 million, related to a distribution-type client in the healthcare and cosmetics category[62] Other Operating Income, Net Other operating income, net, was RMB 43.0 million, a 135.0% increase from the prior year, mainly due to an increase of RMB 33.1 million in government grants received Other Operating Income, Net (For the six months ended June 30, RMB thousands) | Metric | 2025 | 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Other operating income, net | 42,960 | 18,279 | 24,681 | +135.0% | - The increase was primarily due to an increase of RMB 33.1 million in government grants received[63] Other Income (Expenses) Net other income for the reporting period was RMB 4.9 million, compared to a net expense of RMB 4.1 million in the prior year, primarily attributable to increased unrealized investment gains from changes in the trading prices of invested listed companies Other Income (Expenses), Net (For the six months ended June 30, RMB thousands) | Metric | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Interest income | 22,252 | 35,869 | (13,617) | | Interest expense | (24,309) | (20,641) | (3,668) | | Unrealized investment (loss) gain | 8,375 | (19,855) | 28,230 | | Foreign exchange (loss) gain | 7,710 | (10,598) | 18,308 | | Fair value changes of financial instruments | (9,143) | 11,152 | (20,295) | | Other income (expenses), net | 4,885 | (4,073) | 8,958 | - The increase in other income (net) was primarily attributable to increased unrealized investment gains from changes in the trading prices of invested listed companies[64] Income Tax Expense Income tax expense for the reporting period was RMB 6.9 million, a decrease from the prior year Income Tax Expense (For the six months ended June 30, RMB thousands) | Metric | 2025 | 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Income tax expense | (6,947) | (10,865) | 3,918 | +36.1% | Net Loss Net loss for the reporting period was RMB 92.7 million, an increase from RMB 87.3 million in the prior year Net Loss (For the six months ended June 30, RMB thousands) | Metric | 2025 | 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Net loss | (92,722) | (87,281) | (5,441) | -6.2% | Current Assets As of June 30, 2025, total current assets were RMB 6,625.3 million, an 8.2% decrease from the end of 2024; the current ratio was approximately 2.0 times, an improvement from 1.9 times at the end of 2024 Current Assets and Current Ratio (RMB millions) | Metric | June 30, 2025 | December 31, 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Current assets | 6,625.3 | 7,214.2 | (588.9) | -8.2% | | Current ratio | 2.0 times | 1.9 times | +0.1 times | +5.3% | Accounts Receivable (Net of Allowance for Credit Losses) As of June 30, 2025, accounts receivable, net, was RMB 2,043.4 million, a slight increase of 0.5% from the end of 2024 Accounts Receivable (Net of Allowance for Credit Losses) (RMB millions) | Metric | June 30, 2025 | December 31, 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Accounts receivable (net of allowance for credit losses) | 2,043.4 | 2,033.8 | 9.6 | +0.5% | Accounts Payable and Notes Payable As of June 30, 2025, total accounts payable and notes payable were RMB 556.4 million, a significant decrease of 48.6% from the end of 2024 Accounts Payable and Notes Payable (RMB millions) | Metric | June 30, 2025 | December 31, 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Accounts payable and notes payable | 556.4 | 1,081.9 | (525.5) | -48.6% | Accrued Expenses and Other Current Liabilities As of June 30, 2025, accrued expenses and other current liabilities were RMB 1,151.3 million, a slight decrease of 1.6% from the end of 2024 Accrued Expenses and Other Current Liabilities (RMB millions) | Metric | June 30, 2025 | December 31, 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Accrued expenses and other current liabilities | 1,151.3 | 1,169.5 | (18.2) | -1.6% | Liquidity and Capital Resources The company primarily funds its operations through cash generated from operating activities, proceeds from public and private placements, and short-term bank borrowings, maintaining a stable cash position - The company primarily funds its operations through cash generated from operating activities, proceeds from public and private placements, and short-term bank borrowings[71] Cash, Cash Equivalents, Restricted Cash, and Short-Term Investments (RMB millions) | Metric | June 30, 2025 | December 31, 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Cash and cash equivalents | 1,189.4 | 1,289.3 | (99.9) | -7.7% | | Restricted cash | 138.2 | 355.0 | (216.8) | -61.1% | | Short-term investments | 1,374.2 | 1,271.6 | 102.6 | +8.1% | | Total | 2,701.8 | 2,915.9 | (214.1) | -7.3% | Short-Term Borrowings As of June 30, 2025, short-term borrowings were RMB 1,385.3 million, with effective interest rates ranging from 2.0% to 3.0% Short-Term Borrowings (RMB millions) | Metric | June 30, 2025 | December 31, 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Short-term borrowings | 1,385.3 | 1,221.0 | 164.3 | +13.5% | - The Group's short-term bank borrowings had effective interest rates ranging from 2.0% to 3.0% during the reporting period[73] Pledged Assets As of June 30, 2025, the company had pledged RMB 213.9 million in bank deposits to secure outstanding bank borrowings of RMB 185.0 million - As of June 30, 2025, the company had pledged RMB 213.9 million in bank deposits to secure outstanding bank borrowings of RMB 185.0 million[74] Debt-to-Asset Ratio As of June 30, 2025, the debt-to-asset ratio was 0.99, an improvement from 1.08 at the end of 2024 Debt-to-Asset Ratio | Metric | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Debt-to-asset ratio | 0.99 | 1.08 | -0.09 | Contingent Liabilities and Commitments As of June 30, 2025, the Group had no significant contingent liabilities or commitments - As of June 30, 2025, the Group had no significant contingent liabilities or commitments[76] Concentration of Credit Risk The Group faces concentrated credit risk primarily from cash, accounts receivable, and short-term investments, which is mitigated through credit assessment and continuous monitoring procedures - The Group faces concentrated credit risk primarily from cash and cash equivalents, restricted cash, accounts receivable, short-term investments, and amounts due from related parties[77] - The risk associated with accounts receivable is mitigated through the Group's credit assessment of customers and its ongoing monitoring procedures for outstanding balances[77] Foreign Exchange Risk The Group faces foreign exchange risk arising from payables denominated in foreign currencies and has utilized financial instruments for hedging - The Group faces foreign exchange risk primarily from payables denominated in foreign currencies arising from the purchase of goods or services[78] - During the reporting period, the Group utilized certain financial instruments to mitigate its foreign exchange risk[78] Significant Investments Held, Material Acquisitions and Disposals As of June 30, 2025, the Group held no significant investments, and there were no material acquisitions or disposals of subsidiaries, associates, or joint ventures during the reporting period - As of June 30, 2025, the Group held no significant investments[79] - During the reporting period, there were no material acquisitions or disposals of subsidiaries, associates, or joint ventures[79] Future Plans for Material Investments and Capital Assets As of the announcement date, the Group has not entered into any agreements or plans for material investments or capital assets, but will consider potential investment opportunities in the future - As of the date of this announcement, the Group has not entered into any agreements or other plans regarding material investments or capital assets[80] - Should any potential investment opportunities arise in the future, the Group will conduct feasibility studies and prepare implementation plans[80] Other Information This section covers employees, post-reporting events, corporate governance, securities trading compliance, share repurchases, and interim results review Employees As of June 30, 2025, the Group had 6,887 full-time employees, a decrease from the end of 2024, primarily due to efficiency improvements and cost control; the company attracts and motivates talent through cash compensation, equity incentives, and comprehensive training programs Number of Full-Time Employees | Metric | June 30, 2025 | December 31, 2024 | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Full-time employees | 6,887 | 7,650 | (763) | -10.0% | - The decrease in full-time employees was primarily due to the company's efficiency improvements and cost control measures[81] - The company attracts, retains, and motivates qualified personnel through cash compensation, benefits, equity incentive plans, and comprehensive training programs[81] Events After the Reporting Period Except as disclosed in this announcement, no events have occurred between June 30, 2025, and the date of this announcement that could materially affect the Group's operations and financial performance - Except as disclosed in this announcement, no events have occurred between June 30, 2025, and the date of this announcement that could materially affect the Group's operations and financial performance[82] Compliance with Corporate Governance Code The Group has adopted and substantially complied with the Corporate Governance Code set out in Appendix C1 of the Listing Rules; the roles of Chairman and CEO are combined, which the Board believes facilitates business strategy formulation and execution, and its effectiveness is regularly reviewed - The Group has adopted the Corporate Governance Code set out in Appendix C1 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[83] - The roles of Chairman and Chief Executive Officer are combined and held by Mr. Qiu, which the Board believes facilitates more effective and efficient formulation and execution of the company's business strategies and plans[84] Compliance with Model Code for Securities Transactions The company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers in Appendix C3 of the Listing Rules; all directors confirmed strict compliance, and no breaches by relevant employees were found - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 of the Listing Rules[85] - Following specific inquiries with all directors, all directors confirmed strict compliance with the standards set out in the Model Code during the reporting period[85] Purchases, Sales or Redemptions of the Company's Listed Securities During the reporting period, the company repurchased 490,476 ADSs from the market for a total consideration of $1.4 million, aimed at returning shareholder value; as of June 30, 2025, some repurchased shares were pending cancellation, while others were held as treasury shares Details of ADS Repurchases (January 2025) | Month of Repurchase | Number of ADSs Repurchased | Highest Price per ADS (USD) | Lowest Price per ADS (USD) | Total Consideration (USD) | | :--- | :--- | :--- | :--- | :--- | | January 2025 | 490,476 | 3.09 | 2.67 | 1,403,484.06 | | Total | 490,476 | | | 1,403,484.06 | - The directors repurchased shares to return shareholder value to the company's shareholders[86] - As of June 30, 2025, 844,601 repurchased ADSs were pending cancellation, and 4,422,875 repurchased ADSs were held by the company as treasury shares[86] - On August 20, 2025, the company cancelled 2,533,803 Class A ordinary shares (representing 844,601 ADSs) mentioned above[87] Review of Interim Results The company's audit committee has reviewed the unaudited interim financial results for the reporting period, deeming them compliant with relevant accounting standards, rules, and regulations; KPMG, the independent auditor, has also reviewed the condensed consolidated financial statements - The company's audit committee has reviewed the unaudited interim financial results for the reporting period and deemed them compliant with relevant accounting standards, rules, and regulations[88] - KPMG, the company's independent auditor, has reviewed the unaudited condensed consolidated financial statements for the reporting period[88] Interim Dividends The Board of Directors resolved not to recommend the payment of interim dividends for the reporting period - The Board of Directors resolved not to recommend the payment of interim dividends for the reporting period (2024: nil)[89] Reconciliation of Non-GAAP Financial Measures This section explains the company's use and limitations of non-GAAP financial measures, providing a detailed reconciliation to GAAP data Use of Non-GAAP Financial Measures The company uses non-GAAP operating profit (loss), net profit (loss), and diluted net profit (loss) per ADS as supplementary measures to assess operating performance and formulate business plans, as they help identify core operating performance trends by excluding non-cash items such as share-based compensation, amortization of intangible assets, and unrealized investment losses - The company uses non-GAAP financial measures to assess operating performance and formulate business plans[91] - Non-GAAP measures exclude the impact of non-cash items such as share-based compensation expenses, amortization of intangible assets arising from business acquisitions, acquisition-related expenses, impairment of goodwill, and unrealized investment losses[90][91] - These measures help identify trends related to core operating performance that might otherwise be obscured and provide investors with a more comprehensive understanding[91] Limitations of Non-GAAP Financial Measures Non-GAAP financial measures are not defined and presented in accordance with U.S. GAAP, have limitations such as not reflecting all income (loss) and expense items, and have limited comparability with other companies; therefore, they should not be considered in isolation or as a substitute for financial data prepared under U.S. GAAP - Non-GAAP financial measures are not defined and presented in accordance with U.S. GAAP[92] - Key limitations include not reflecting all income (loss) and expense items, and limited comparability with non-GAAP measures used by other companies, which may differ[92] - Non-GAAP measures should not be considered in isolation or as a substitute for other financial measures prepared in accordance with U.S. GAAP[92][93] Reconciliation of Non-GAAP Financial Measures The report provides a reconciliation table of GAAP to non-GAAP performance, detailing non-GAAP data for operating loss, net loss, and net loss attributable to ordinary shareholders after adjusting for share-based compensation expenses, amortization of intangible assets, cancellation fees for repurchased ADSs, fair value changes of financial instruments, and unrealized investment losses (gains) Reconciliation of GAAP to Non-GAAP Performance (For the six months ended June 30, RMB thousands) | Metric | 2024 | 2025 | 2025 (USD thousands) | | :--- | :--- | :--- | :--- | | Operating Loss (GAAP) | (73,553) | (93,368) | (13,035) | | Add: Share-based compensation expenses | 46,802 | 16,790 | 2,344 | | Add: Amortization of intangible assets arising from business acquisitions | 18,827 | 15,802 | 2,206 | | Add: Cancellation fees for repurchased ADSs | 415 | – | – | | Non-GAAP Operating Loss | (7,509) | (60,776) | (8,485) | | Net Loss (GAAP) | (87,281) | (92,722) | (12,945) | | Add: Share-based compensation expenses | 46,802 | 16,790 | 2,344 | | Add: Amortization of intangible assets arising from business acquisitions | 18,827 | 15,802 | 2,206 | | Add: Cancellation fees for repurchased ADSs | 415 | – | – | | Add: Fair value changes of financial instruments | – | 7,654 | 1,068 | | Add: Unrealized investment (loss) gain | 19,855 | (8,375) | (1,169) | | Less: Tax impact of amortization of intangible assets arising from business acquisitions | (3,766) | (3,604) | (503) | | Non-GAAP Net Loss | (5,148) | (64,455) | (8,999) | | Net Loss Attributable to Baozun Ordinary Shareholders (GAAP) | (97,257) | (97,038) | (13,548) | | Add: Share-based compensation expenses | 46,802 | 16,790 | 2,344 | | Add: Amortization of intangible assets arising from business acquisitions | 13,514 | 11,056 | 1,543 | | Add: Cancellation fees for repurchased ADSs | 415 | – | – | | Add: Fair value changes of financial instruments | – | 4,822 | 673 | | Add: Unrealized investment (loss) gain | 19,855 | (8,375) | (1,169) | | Less: Tax impact of amortization of intangible assets arising from business acquisitions | (2,637) | (2,418) | (338) | | Non-GAAP Net Loss Attributable to Baozun Ordinary Shareholders | (19,308) | (75,163) | (10,495) | | Non-GAAP Diluted Net Loss per ADS Attributable to Baozun Ordinary Shareholders | (0.32) | (1.30) | (0.18) | | Weighted average number of ordinary shares used in calculating diluted net loss per share | 181,767,160 | 173,335,650 | 173,335,650 | Report Publication and Forward-Looking Statements This section details the publication of the interim results and report, along with important disclaimers regarding forward-looking statements Publication of Interim Results and 2025 Interim Report This announcement has been published on the company's website (http://ir.baozun.com) and the HKEX website (http://www.hkexnews.hk), and the 2025 Interim Report will be released in due course - This announcement is published on the company's website and the HKEX website[98] - The 2025 Interim Report will be available on the company's and HKEX websites in due course[98] Forward-Looking Statements This announcement contains forward-looking statements involving business outlook, financial performance estimates, business plans, and development strategies, based on existing information and outlook, which are subject to risks and uncertainties, and investors should not place undue reliance on them - This announcement contains forward-looking statements involving the Group's business outlook, financial performance estimates, projected business plans, and development strategies[98] - These forward-looking statements are based on certain forecasts, assumptions, and premises, involve numerous risks and uncertainties, and investors should not place undue reliance on them[98]