Baozun Inc. Files 2023 Annual Report on Form 20-F

TL;DR

<b>Baozun Inc. has submitted its 2023 annual report on Form 20-F, detailing its financial performance and operations for the fiscal year ending December 31, 2023.</b>

AI Summary

Baozun Inc. (BZUN) filed a Foreign Annual Report (20-F) with the SEC on April 19, 2024. Baozun Inc. filed its annual report on Form 20-F for the fiscal year ended December 31, 2023. The filing covers the period from January 1, 2023, to December 31, 2023. The company's principal executive offices are located in Shanghai, China. Baozun Inc. was formerly known as Baozun Cayman Inc. The filing includes financial data for the fiscal years 2021, 2022, and 2023.

Why It Matters

For investors and stakeholders tracking Baozun Inc., this filing contains several important signals. This filing provides a comprehensive overview of Baozun's financial health and strategic direction for investors and stakeholders. As a key regulatory filing, it ensures transparency and compliance with SEC requirements for publicly traded companies.

Risk Assessment

Risk Level: medium — Baozun Inc. shows moderate risk based on this filing. The company operates in the retail sector in China, which is subject to evolving economic conditions and regulatory changes. Specific financial figures for 2023 are presented, but the overall context suggests a mature business environment.

Analyst Insight

Review the detailed financial statements and risk factors in the 20-F filing to assess Baozun's performance and future outlook.

Financial Highlights

revenue

167901880

total Assets

13300738

net Income

163100873

Key Numbers

• 2023-12-31 — Fiscal Year End (Period covered by the 20-F filing)
• 2024-04-19 — Filing Date (Date the 20-F was filed)
• 13300738 — Total Assets (Reported for the fiscal year ended 12/31/2023)
• 167901880 — Revenue (Reported for the fiscal year ended 12/31/2023)
• 163100873 — Net Income (Reported for the fiscal year ended 12/31/2023)

Key Players & Entities

• Baozun Inc. (company) — Filer of the 20-F report
• Baozun Cayman Inc. (company) — Former name of the company
• 20-F (regulator) — Form type filed
• SEC (regulator) — Regulator overseeing the filing
• Shanghai (company) — Location of principal executive offices

FAQ

Industry Context

Baozun Inc. operates as a brand partner and IT solutions provider for e-commerce in China, serving a wide range of brands.

Regulatory Implications

As a company incorporated in China and listed on a US exchange, Baozun is subject to both Chinese regulations and SEC reporting requirements.

What Investors Should Do

1. Analyze the revenue and net income figures for FY 2023.
2. Examine any disclosed risk factors related to the Chinese e-commerce market.
3. Review executive compensation details if available in the full filing.

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 20-F filing.
• 2024-04-19: Filing Date — Date Baozun Inc. submitted its 20-F annual report.

Year-Over-Year Comparison

This filing represents the annual report for the fiscal year 2023, providing updated financial and operational data compared to previous filings.

Key Financial Figures

• $0.0001 — e Class A Ordinary Shares, par value US$0.0001 per share BZUN The Nasdaq Stock Mar
• $1.00 — s were made at a rate of RMB7.0999 to US$1.00 and HK$7.8109 to US$1.00, the respectiv
• $7.8109 — at a rate of RMB7.0999 to US$1.00 and HK$7.8109 to US$1.00, the respective exchange rat
• $1 — RMB7.0999 to US$1.00 and HK$7.8109 to US$1.00, the respective exchange rates as se

Filing Documents

• bzun-20231231x20f.htm (20-F) — 5135KB
• bzun-20231231xex2d7.htm (EX-2.7) — 204KB
• bzun-20231231xex8d1.htm (EX-8.1) — 35KB
• bzun-20231231xex11d2.htm (EX-11.2) — 100KB
• bzun-20231231xex12d1.htm (EX-12.1) — 11KB
• bzun-20231231xex12d2.htm (EX-12.2) — 11KB
• bzun-20231231xex13d1.htm (EX-13.1) — 4KB
• bzun-20231231xex13d2.htm (EX-13.2) — 4KB
• bzun-20231231xex15d1.htm (EX-15.1) — 2KB
• bzun-20231231xex15d2.htm (EX-15.2) — 7KB
• bzun-20231231xex15d3.htm (EX-15.3) — 8KB
• bzun-20231231xex97d1.htm (EX-97.1) — 27KB
• bzun-20231231x20f002.jpg (GRAPHIC) — 74KB
• bzun-20231231x20f003.jpg (GRAPHIC) — 52KB
• bzun-20231231x20f004.jpg (GRAPHIC) — 43KB
• bzun-20231231x20f005.jpg (GRAPHIC) — 71KB
• bzun-20231231x20f006.jpg (GRAPHIC) — 67KB
• bzun-20231231x20f007.jpg (GRAPHIC) — 103KB
• bzun-20231231xex15d2002.jpg (GRAPHIC) — 18KB
• bzun-20231231xex15d2003.jpg (GRAPHIC) — 5KB
• bzun-20231231xex15d2001.jpg (GRAPHIC) — 13KB
• bzun-20231231xex15d3001.jpg (GRAPHIC) — 7KB
• 0001104659-24-049045.txt (&nbsp;) — 18916KB
• bzun-20231231_def.xml (EX-101.DEF) — 450KB
• bzun-20231231_lab.xml (EX-101.LAB) — 855KB
• bzun-20231231_pre.xml (EX-101.PRE) — 700KB
• bzun-20231231.xsd (EX-101.SCH) — 101KB
• bzun-20231231_cal.xml (EX-101.CAL) — 112KB
• bzun-20231231x20f_htm.xml (XML) — 2993KB

Item 18

Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No Auditor Name Auditor Location Auditor Firm ID Deloitte Touche Tohmatsu Certified Public Accountants LLP Shanghai, China 1113 Table of Contents TABLE OF CONTENTS Page CERTAIN DEFINED TERMS 1

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS 2 PART I 3

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3

KEY INFORMATION

ITEM 3. KEY INFORMATION 3

INFORMATION ON THE COMPANY

ITEM 4. INFORMATION ON THE COMPANY 63

UNRESOLVED STAFF COMMENTS

ITEM 4A. UNRESOLVED STAFF COMMENTS 107

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 107

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 130

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 142

FINANCIAL INFORMATION

ITEM 8. FINANCIAL INFORMATION 147

THE OFFER AND LISTING

ITEM 9. THE OFFER AND LISTING 148

ADDITIONAL INFORMATION

ITEM 10. ADDITIONAL INFORMATION 149

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 167

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 168 PART II 174

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 174

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 174

CONTROLS AND PROCEDURES

ITEM 15. CONTROLS AND PROCEDURES 175

[RESERVED]

ITEM 16. [RESERVED] 177

AUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 177

CODE OF ETHICS

ITEM 16B. CODE OF ETHICS 177

PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 178

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 178

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 178

CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 179

CORPORATE GOVERNANCE

ITEM 16G. CORPORATE GOVERNANCE 179

MINE SAFETY DISCLOSURE

ITEM 16H. MINE SAFETY DISCLOSURE 179

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 179

INSIDER TRADING POLICIES

ITEM 16J. INSIDER TRADING POLICIES 179

CYBERSECURITY

ITEM 16K. CYBERSECURITY 180 PART III 181

FINANCIAL STATEMENTS

ITEM 17. FINANCIAL STATEMENTS 181

FINANCIAL STATEMENTS

ITEM 18. FINANCIAL STATEMENTS 181

EXHIBITS

ITEM 19. EXHIBITS 181 i Table of Contents CERTAIN DEFINED TERMS Unless otherwise indicated or the context otherwise requires, references in this annual report to: "ADRs" are to the American depositary receipts, which, if issued, evidence our ADSs; "ADSs" are to our American depositary shares, each of which represents three Class A ordinary shares; "Baozun," "we," "us," "our company," and "our," are to Baozun Inc., a Cayman Islands exempted company, formerly known as Baozun Cayman Inc. and unless the context requires otherwise, includes its consolidated subsidiaries and variable interest entity and its subsidiaries; "brand e-commerce" are to business-to-consumer (B2C) e-commerce conducted through official brand stores, official marketplace stores, or official stores on other channels; "brand partners" are to companies for which we provide services including but not limited to online store operations (such as operating or having entered into agreements to operate official brand stores, official marketplace stores, or official stores on other channels under their brand names), digital marketing, IT solutions, warehousing and fulfillment; "China" and the "PRC" are to the People's Republic of China, excluding, for the purpose of this annual report only, Taiwan, the Hong Kong Special Administrative Region and the Macau Special Administrative Region; "GMV" are to gross merchandise volume, and when used in connection with our business, include (i) the full value of all purchases transacted and settled on the stores operated by us (including, prior to its closure in 2017, our Maikefeng marketplace but excluding stores for the operations of which we only charge fixed fees) and (ii) the full value of purchases for which consumers have placed orders and paid deposits on such stores and which have been settled offline. Our calculation of GMV includes value added tax and excludes (i) shipping charges, (ii) surcharges and other taxes, (iii) value of the goods that a

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS Certain statements contained in this annual report on Form 20-F, including those statements contained under the captions "Item 4. Information on the Company" and "Item 5. Operating and Financial Review and Prospects" that are not statements of historical fact, are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements can be generally identified by the use of terms such as "will," "expects," "anticipates," "aims," "future," "intends," "plans," "believes," "estimates," "confident," "potential," "continues," "ongoing," "targets," "guidance," "going forward," "outlook" "may," "could," "would," "projects," the negatives of such terms, or comparable terms. In addition to the statements contained in this Form 20-F, we (or our directors or executive officers authorized to speak on our behalf) from time to time may make forward-looking statements, orally or in writing, regarding Baozun (including its subsidiaries and variable interest entity and its subsidiaries) and its business, including in press releases, oral presentations, filings under the Securities Act, the Exchange Act or securities laws of other countries, and filings with The Nasdaq Global Select Market or the Hong Kong Stock Exchange or other stock exchanges. You should not rely upon forward-looking statements as predictors of future events. Such forward-looking statements represent our judgment or expectations regarding the future, and are subject to risks and uncertainties that may cause actual events and our future results to be materially different than expected by us or indicated by such statements. Such risks and uncertainties include in particular (but are not limited to) the risks and uncertainties related to the following:

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable.

KEY INFORMATION

ITEM 3. KEY INFORMATION Our Corporate Structure and Contractual Arrangements with our VIE Baozun Inc. is not a PRC operating company but a Cayman Islands holding company with operations primarily conducted through (i) our PRC subsidiaries and (ii) contractual arrangements with our VIE and its subsidiaries. Shanghai Zunyi holds a value-added telecommunication license, covering internet information services rendered through mobile network, or an ICP license. Shanghai Zunyi previously operated our Maikefeng marketplace, an e-commerce platform for other trading parties which was closed in 2017 and for which direct foreign investment was prohibited under the PRC laws. Shanghai Zunyi previously provided, and now continues to provide, brand e-commerce service to our brand partners, for which direct foreign investment is allowed under the PRC laws. Shanghai Zunyi is 80% owned by Mr. Vincent Wenbin Qiu, our founder, chairman and chief executive officer, and 20% owned by Mr. Michael Qingyu Zhang, our co-founder. Mr. Vincent Wenbin Qiu and Mr. Michael Qingyu Zhang are both PRC citizens. Revenues from Shanghai Zunyi contributed to 8.6%, 6.8% and 6.2% of our total net revenues in 2021, 2022 and 2023, respectively. Investors in our ADSs are not purchasing equity interest in our VIE in China, but instead are purchasing equity interest in a holding company incorporated in the Cayman Islands. We entered into a series of contractual arrangements with Shanghai Zunyi and its shareholders, which enable us to: exercise effective control over Shanghai Zunyi; receive substantially all of the economic benefits of Shanghai Zunyi; and have an exclusive option to purchase all or part of the equity interests and assets in Shanghai Zunyi when and to the extent permitted by PRC law. Such contractual arrangements include: (i) an exclusive technology service agreement; (ii) an exclusive call option agreement; (iii) a proxy agreement; and (iv) equity interest pledge agreements. Because of t

View Full Filing

View this 20-F filing on SEC EDGAR