Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2023 shares | |
Document and Entity Information | |
Document Type | 20-F |
Document Registration Statement | false |
Document Annual Report | true |
Document Period End Date | Dec. 31, 2023 |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-37385 |
Entity Registrant Name | Baozun Inc. |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | No. 1-9, Lane 510, West Jiangchang Road |
Entity Address, City or Town | Shanghai |
Entity Address, Postal Zip Code | 200436 |
Entity Address, Country | CN |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Accelerated Filer |
Entity Emerging Growth Company | false |
ICFR Auditor Attestation Flag | true |
Document Financial Statement Error Correction [Flag] | false |
Document Accounting Standard | U.S. GAAP |
Entity Shell Company | false |
Amendment Flag | false |
Entity Central Index Key | 0001625414 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | FY |
Auditor Name | Deloitte Touche Tohmatsu Certified Public Accountants LLP |
Auditor Firm ID | 1113 |
Auditor Location | Shanghai, China |
ADR | |
Document and Entity Information | |
Title of 12(b) Security | American Depositary Shares, each representingthree Class A Ordinary Shares, par valueUS$0.0001 per share |
Trading Symbol | BZUN |
Security Exchange Name | NASDAQ |
Class A ordinary shares | |
Document and Entity Information | |
Title of 12(b) Security | Class A Ordinary Shares, par value US$0.0001 per share |
Entity Common Stock, Shares Outstanding | 167,901,880 |
Class B ordinary shares | |
Document and Entity Information | |
Entity Common Stock, Shares Outstanding | 13,300,738 |
Ordinary shares | |
Document and Entity Information | |
Entity Common Stock, Shares Outstanding | 181,202,618 |
Business Contact | |
Document and Entity Information | |
Entity Address, Address Line One | No. 1-9, Lane 510, West Jiangchang Road |
Entity Address, City or Town | Shanghai |
Entity Address, Postal Zip Code | 200436 |
Entity Address, Country | CN |
Contact Personnel Name | Arthur Yu |
City Area Code | 86 |
Local Phone Number | 21 6080-9991 |
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET ¥ in Thousands, $ in Thousands | Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) |
Current assets: | |||
Cash and cash equivalents | ¥ 2,149,531 | $ 302,755 | ¥ 2,144,020 |
Restricted cash | 202,764 | 28,559 | 101,704 |
Short-term investments | 720,522 | 101,483 | 895,425 |
Accounts receivable, net of allowance for credit losses of RMB120,495 and RMB124,737 as of December 31, 2022 and 2023, respectively | 2,184,729 | 307,712 | 2,292,678 |
Inventories | 1,045,116 | 147,202 | 942,997 |
Advances to suppliers | 311,111 | 43,819 | 372,612 |
Prepayments and other current assets | 590,350 | 83,149 | 554,415 |
Amounts due from related parties | 86,661 | 12,206 | 93,270 |
Total current assets | 7,290,784 | 1,026,885 | 7,397,121 |
Non-current assets: | |||
Long-term time deposits | 359,129 | 50,582 | 269,693 |
Property and equipment, net | 851,151 | 119,882 | 694,446 |
Intangible assets, net | 306,420 | 43,158 | 310,724 |
Land use right, net | 38,464 | 5,418 | 39,490 |
Operating lease right-of-use assets | 1,070,120 | 150,723 | 847,047 |
Goodwill | 312,464 | 44,010 | 336,326 |
Other non-current assets | 45,316 | 6,383 | 65,114 |
Deferred tax assets | 200,628 | 28,258 | 162,509 |
Total non-current assets | 3,183,692 | 448,414 | 2,725,349 |
TOTAL ASSETS | 10,474,476 | 1,475,299 | 10,122,470 |
Current liabilities: | |||
Short-term loans | 1,115,721 | 157,146 | 1,016,071 |
Accounts payable | 563,562 | 79,376 | 474,732 |
Notes payable | 506,629 | 71,357 | 487,837 |
Income tax payables | 18,768 | 2,643 | 46,828 |
Accrued expenses and other current liabilities | 1,188,179 | 167,350 | 1,025,540 |
Derivative liabilities | 364,800 | ||
Amounts due to related parties | 32,118 | 4,524 | 30,434 |
Current operating lease liabilities | 332,983 | 46,900 | 235,445 |
Total current liabilities | 3,757,960 | 529,296 | 3,681,645 |
Non-current liabilities: | |||
Deferred tax liability | 24,966 | 3,516 | 28,082 |
Long-term operating lease liabilities | 799,096 | 112,550 | 673,955 |
Other non-current liabilities | 40,718 | 5,735 | 62,450 |
Total non-current liabilities | 864,780 | 121,801 | 764,487 |
TOTAL LIABILITIES | 4,622,740 | 651,097 | 4,446,132 |
Redeemable non-controlling interests | 1,584,858 | 223,223 | 1,438,082 |
Baozun Inc. shareholders' equity: | |||
Additional paid-in capital | 4,571,439 | 643,874 | 5,129,103 |
Treasury shares (32,353,269 and nil shares as of December 31, 2022 and 2023, respectively) | (832,578) | ||
Accumulated deficit | (506,587) | (71,349) | (228,165) |
Accumulated other comprehensive income | 32,251 | 4,542 | 15,678 |
Total Baozun Inc. shareholders' equity | 4,097,204 | 577,081 | 4,084,162 |
Non-controlling interests | 169,674 | 23,898 | 154,094 |
Total equity | 4,266,878 | 600,979 | 4,238,256 |
TOTAL LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY | 10,474,476 | 1,475,299 | 10,122,470 |
Class A ordinary shares | |||
Baozun Inc. shareholders' equity: | |||
Ordinary shares | 93 | 13 | 116 |
Class B ordinary shares | |||
Baozun Inc. shareholders' equity: | |||
Ordinary shares | ¥ 8 | $ 1 | ¥ 8 |
CONSOLIDATED BALANCE SHEET (Par
CONSOLIDATED BALANCE SHEET (Parenthetical) ¥ in Thousands | Dec. 31, 2023 CNY (¥) shares | Dec. 31, 2022 CNY (¥) shares |
Accounts receivable, allowance for doubtful accounts | ¥ | ¥ 124,737 | ¥ 120,495 |
Ordinary shares: | ||
Treasury shares | 0 | 32,353,269 |
Class A ordinary shares | ||
Ordinary shares: | ||
Shares authorized | 470,000,000 | 470,000,000 |
Shares issued | 167,901,880 | 163,100,873 |
Shares outstanding | 167,901,880 | 163,100,873 |
Class B ordinary shares | ||
Ordinary shares: | ||
Shares authorized | 30,000,000 | 30,000,000 |
Shares issued | 13,300,738 | 13,300,738 |
Shares outstanding | 13,300,738 | 13,300,738 |
VIE | ||
Accounts receivable, allowance for doubtful accounts | ¥ | ¥ 124,737 | ¥ 120,495 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 CNY (¥) ¥ / shares | Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 CNY (¥) ¥ / shares | Dec. 31, 2021 CNY (¥) ¥ / shares | |
Net revenues | ||||
Revenues | ¥ 8,812,013 | $ 1,241,146 | ¥ 8,400,631 | ¥ 9,396,256 |
Operating expenses: | ||||
Cost of products | (2,409,110) | (339,316) | (2,255,950) | (3,276,571) |
Fulfillment | (2,507,306) | (353,147) | (2,719,749) | (2,661,126) |
Sales and marketing | (2,829,016) | (398,459) | (2,674,358) | (2,549,842) |
Technology and content | (505,203) | (71,156) | (427,954) | (448,410) |
General and administrative | (855,914) | (120,553) | (371,470) | (525,802) |
Other operating income, net | 123,368 | 17,377 | 95,292 | 72,516 |
Accumulated impairment loss | (35,212) | (4,960) | (13,155) | 0 |
Total operating expenses | (9,018,393) | (1,270,214) | (8,367,344) | (9,389,235) |
Income /(loss) from operations | (206,380) | (29,068) | 33,287 | 7,021 |
Other income (expenses): | ||||
Interest income | 82,113 | 11,565 | 45,816 | 62,943 |
Interest expense | (41,344) | (5,823) | (56,917) | (56,847) |
Unrealized investment (loss) gain | (68,031) | (9,582) | (97,827) | (209,956) |
Gain (loss) on disposal of investments | (16,967) | 150 | ||
(Loss) gain on disposal/acquisition of subsidiaries | 631 | 89 | (90,065) | |
Gain on repurchase of 1.625% convertible senior notes due 2024 | 0 | 0 | 7,907 | 0 |
Impairment loss of investments | 0 | 0 | (8,400) | (3,541) |
Exchange gain (loss) | (8,530) | (1,201) | (32,384) | 46,226 |
Fair value (loss) gain on derivative liabilities | 24,515 | 3,453 | (364,758) | 0 |
Loss before income tax and share of income in equity method investment | (217,026) | (30,567) | (580,308) | (154,004) |
Income tax expense | (12,003) | (1,691) | (26,480) | (55,259) |
Share of income (loss) in equity method investment | 6,253 | 881 | (3,586) | 3,300 |
Net loss | (222,776) | (31,377) | (610,374) | (205,963) |
Net (income) loss attributable to non-controlling interests | (9,677) | (1,363) | 843 | (1,505) |
Net income attributable to redeemable non-controlling interests | (45,969) | (6,475) | (43,759) | (12,362) |
Net loss attributable to ordinary shareholders of Baozun Inc | ¥ (278,422) | $ (39,215) | ¥ (653,290) | ¥ (219,830) |
Net loss per share attributable to ordinary shareholders of Baozun Inc.: | ||||
Basic | (per share) | ¥ (1.56) | $ (0.22) | ¥ (3.56) | ¥ (1.02) |
Diluted | (per share) | (1.56) | (0.22) | (3.56) | (1.02) |
Net loss per American depositary shares ("ADS") attributable to ordinary shareholders of Baozun Inc.: | ||||
Basic | (per share) | (4.68) | (0.66) | (10.69) | (3.05) |
Diluted | (per share) | ¥ (4.68) | $ (0.66) | ¥ (10.69) | ¥ (3.05) |
Product sales | ||||
Net revenues | ||||
Revenues | ¥ 3,357,202 | $ 472,852 | ¥ 2,644,214 | ¥ 3,873,589 |
Service | ||||
Net revenues | ||||
Revenues | ¥ 5,454,811 | $ 768,294 | ¥ 5,756,417 | ¥ 5,522,667 |
CONSOLIDATED STATEMENT OF OPE_2
CONSOLIDATED STATEMENT OF OPERATIONS (Parenthetical) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | |
Net revenues | ¥ 8,812,013 | $ 1,241,146 | ¥ 8,400,631 | ¥ 9,396,256 |
Convertible senior notes | 1.625% | 1.625% | ||
Related Party | ||||
Net revenues | ¥ 113,288 | ¥ 133,758 | ¥ 95,821 |
CONSOLIDATED STATEMENT OF COMPR
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME | ||||
Net loss | ¥ (222,776) | $ (31,377) | ¥ (610,374) | ¥ (205,963) |
Other comprehensive (loss)/income, net of tax of nil: | ||||
Foreign currency translation adjustment | 16,573 | 2,334 | 118,281 | (53,847) |
Comprehensive loss | (206,203) | (29,043) | (492,093) | (259,810) |
Total comprehensive (income) loss attributable to non-controlling interests | (9,677) | (1,363) | 843 | (1,505) |
Total comprehensive income attributable to redeemable non-controlling interests | (45,969) | (6,475) | (43,759) | (12,362) |
Total comprehensive loss attributable to ordinary shareholders of Baozun Inc. | ¥ (261,849) | $ (36,881) | ¥ (535,009) | ¥ (273,677) |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY ¥ in Thousands, $ in Thousands | Ordinary shares CNY (¥) shares | Treasury shares CNY (¥) shares | Additional paid-in capital CNY (¥) | Retained Earnings CNY (¥) | Accumulated other comprehensive income CNY (¥) | Total Baozun shareholders' equity CNY (¥) | Noncontrolling Interest CNY (¥) | CNY (¥) shares | USD ($) shares |
Beginning balance at Dec. 31, 2020 | ¥ 145 | ¥ 5,207,631 | ¥ 952,001 | ¥ (48,756) | ¥ 6,111,021 | ¥ 22,582 | ¥ 6,133,603 | ||
Beginning balance (in shares) at Dec. 31, 2020 | shares | 233,805,853 | ||||||||
Net loss | (219,830) | (219,830) | 13,867 | (205,963) | |||||
Net income attributable to redeemable non-controlling interests | (12,362) | (12,362) | |||||||
Share repurchase | ¥ (1,060,353) | (1,060,353) | ¥ (1,060,353) | ||||||
Share repurchase (in shares) | shares | 27,191,731 | ||||||||
Cancellation of treasury shares (Note 17) (in shares) | shares | 19,042,105 | 19,042,105 | |||||||
Cancellation of treasury shares (Note 17) | $ | $ 105,000 | ||||||||
Cancellation and return of loaned ADS | shares | (12,692,328) | (12,692,328) | |||||||
Share-based compensation | 196,547 | 196,547 | ¥ 196,547 | ||||||
Exercise of share options and vesting of RSUs | 52 | 52 | 52 | ||||||
Exercise of share options and vesting of RSUs (in shares) | shares | 2,180,370 | ||||||||
Foreign currency translation adjustment | (53,847) | (53,847) | (53,847) | ||||||
Cancellation of share repurchased | ¥ (12) | ¥ 674,411 | (367,353) | (307,046) | |||||
Cancellation of share repurchased (in shares) | shares | (19,042,105) | (19,042,105) | |||||||
Tax effect relating to the investment from Cainiao | (82,094) | (82,094) | (82,094) | ||||||
Acquisition of non-controlling interest | 4,863 | 4,863 | (16,361) | (11,498) | |||||
Non-controlling interest acquired from business combinations | 155,584 | 155,584 | |||||||
Ending balance at Dec. 31, 2021 | ¥ 133 | ¥ (385,942) | 4,959,646 | 425,125 | (102,603) | 4,896,359 | 163,310 | 5,059,669 | |
Ending balance (in shares) at Dec. 31, 2021 | shares | 216,944,118 | 8,149,626 | |||||||
Net loss | (653,290) | (653,290) | 42,916 | (610,374) | |||||
Net income attributable to redeemable non-controlling interests | (43,759) | (43,759) | |||||||
Share repurchase | ¥ (446,636) | (446,636) | (446,636) | ||||||
Share repurchase (in shares) | shares | 24,203,643 | ||||||||
Cancellation and return of loaned ADS | ¥ (9) | 9 | |||||||
Cancellation and return of loaned ADS | shares | (12,692,328) | ||||||||
Share-based compensation | 142,381 | 142,381 | 142,381 | ||||||
Exercise of share options and vesting of RSUs | 3 | 3 | 3 | ||||||
Exercise of share options and vesting of RSUs (in shares) | shares | 4,503,090 | ||||||||
Foreign currency translation adjustment | 118,281 | 118,281 | 118,281 | ||||||
Acquisition of non-controlling interest | 1,095 | 1,095 | (6,465) | (5,370) | |||||
Non-controlling interest acquired from business combinations | 9,830 | 9,830 | |||||||
Deconsolidation of a subsidiary due to loss of control | 26,029 | 26,029 | (12,098) | 13,931 | |||||
Capital contribution from noncontrolling interests | (60) | (60) | 360 | 300 | |||||
Ending balance at Dec. 31, 2022 | ¥ 124 | ¥ (832,578) | 5,129,103 | (228,165) | 15,678 | 4,084,162 | 154,094 | 4,238,256 | |
Ending balance (in shares) at Dec. 31, 2022 | shares | 208,754,880 | 32,353,269 | |||||||
Net loss | (278,422) | (278,422) | 55,646 | (222,776) | $ (31,377) | ||||
Net income attributable to redeemable non-controlling interests | (45,969) | ¥ (45,969) | $ (6,475) | ||||||
Cancellation of treasury shares (Note 17) (in shares) | shares | 32,353,269 | 32,353,269 | 32,353,269 | 32,353,269 | |||||
Cancellation of treasury shares (Note 17) | ¥ 23 | ¥ (832,578) | 832,555 | ||||||
Share-based compensation | 94,971 | 94,971 | ¥ 94,971 | ||||||
Exercise of share options and vesting of RSUs | 1 | 1 | 1 | ||||||
Exercise of share options and vesting of RSUs (in shares) | shares | 4,801,007 | ||||||||
Foreign currency translation adjustment | 16,573 | 16,573 | 16,573 | $ 2,334 | |||||
Acquisition of non-controlling interest | (2,263) | (2,263) | (558) | (2,821) | |||||
Capital contribution from noncontrolling interests | 2,736 | 2,736 | |||||||
Additional paid-in capital settlement of derivative liabilities with shares | 182,200 | ||||||||
Settlement of derivative liabilities with Cainiao with shares of a subsidiary (Note 16) | 182,182 | 182,182 | 182,182 | ||||||
Acquisition of a subsidiary | 5,325 | 5,325 | |||||||
Dividend to non-controlling interest shareholders | (1,600) | (1,600) | |||||||
Ending balance at Dec. 31, 2023 | ¥ 101 | ¥ 4,571,439 | ¥ (506,587) | ¥ 32,251 | ¥ 4,097,204 | ¥ 169,674 | ¥ 4,266,878 | $ 600,979 | |
Ending balance (in shares) at Dec. 31, 2023 | shares | 181,202,618 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | |
Cash flows from operating activities: | ||||
Net loss | ¥ (222,776) | $ (31,377) | ¥ (610,374) | ¥ (205,963) |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||
Provision for allowance for credit losses | 19,750 | 2,782 | 1,494 | 105,825 |
Inventory write-down | 152,904 | 21,536 | 161,596 | 89,516 |
Share-based compensation | 103,449 | 14,570 | 142,381 | 196,547 |
Depreciation and amortization | 251,628 | 35,441 | 196,543 | 206,936 |
Amortization of issuance cost of convertible senior notes | 0 | 0 | 7,861 | 23,673 |
Deferred income tax | (45,591) | (6,421) | (56,115) | (63,655) |
Loss on disposal of property and equipment | 7,410 | 1,044 | 1,229 | 8,314 |
Gain (loss) on disposal of investments | 0 | 0 | 16,967 | (150) |
(Loss) gain on disposal/acquisition of subsidiaries | (631) | (89) | 90,065 | 0 |
Share of income (loss) in equity method investment | (6,253) | (881) | 3,586 | (3,300) |
Impairment loss of investments | 0 | 0 | 8,400 | 3,541 |
Unrealized loss related to investment securities | 68,031 | 9,582 | 97,827 | 209,956 |
Exchange loss (gain) | 8,530 | 1,201 | 804 | (14,015) |
Impairment of goodwill | 35,212 | 4,960 | 13,155 | 0 |
Fair value change on contingent consideration payable | 0 | 0 | 9,495 | 0 |
Fair value loss/(gain) on derivative liabilities | (24,515) | (3,453) | 364,758 | 0 |
Gain on repurchase of 1.625% convertible senior notes due 2024 | 0 | 0 | (7,907) | 0 |
Changes in operating assets and liabilities: | ||||
Accounts receivable | 226,889 | 31,957 | (42,366) | (98,601) |
Inventories | (33,808) | (4,762) | (31,026) | (137,044) |
Advances to suppliers | 65,942 | 9,288 | 158,312 | (243,776) |
Prepayments and other current assets | (10,890) | (1,532) | (134,949) | 3,120 |
Amounts due from related parties | 4,702 | 662 | (8,921) | (19,249) |
Operating lease right-of-use assets | 143,840 | 20,259 | 248,523 | (570,777) |
Other non-current assets | 21,693 | 3,055 | 22,812 | (28,742) |
Accounts payable | (133,511) | (18,805) | 57,448 | 39,311 |
Notes payable | 18,792 | 2,647 | (41,766) | 28,783 |
Income tax payables | (27,375) | (3,856) | (81,162) | (26,693) |
Amounts due to related parties | 2,403 | 338 | (43,360) | 28,796 |
Accrued expenses and other current liabilities | 13,967 | 1,967 | 89,566 | (254,576) |
Other non-current liabilities | (47,313) | (6,664) | 0 | 0 |
Operating lease liabilities | (144,224) | (20,314) | (252,271) | 626,116 |
Net cash (used in) provided by operating activities | 448,255 | 63,135 | 382,605 | (96,107) |
Cash flows from investing activities: | ||||
Purchases of property and equipment | (165,007) | (23,241) | (206,956) | (285,586) |
Purchases of investment securities | 0 | 0 | 0 | (324,464) |
Purchases of short-term investments | (820,633) | (115,583) | (907,790) | (954,905) |
Cash outflow upon disposal of equity interest in subsidiaries | 0 | 0 | (1,902) | 0 |
Maturity of short-term investments | 1,010,477 | 142,325 | 10,000 | 2,388,364 |
Additions of intangible assets | (65,195) | (9,183) | (52,286) | (67,194) |
Investment in equity investees | (172,313) | (24,270) | (63,225) | (163,166) |
Net cash paid for business combination | (104,623) | (14,736) | (77,738) | (208,429) |
Disposal of equity investments | 6,300 | 887 | 8,600 | 0 |
Loan to a related party | (29,378) | (4,138) | (15,364) | (8,800) |
Net cash provided by (used in) investing activities | (340,372) | (47,939) | (1,306,661) | 375,820 |
Cash flows from financing activities: | ||||
Payments for public offering cost | 0 | 0 | 0 | (11,075) |
Proceeds from short-term borrowings | 1,820,689 | 256,438 | 1,843,457 | 548,462 |
Repayment of short-term borrowings | (1,721,039) | (242,403) | (1,375,847) | 0 |
Repurchase of ordinary shares | 0 | 0 | (446,636) | (1,060,353) |
Proceeds from sale of a subsidiary's equity interest to Cainiao | 0 | 0 | 101,189 | 1,290,847 |
Cash settlement of derivative liabilities with Cainiao | (73,988) | (10,421) | 0 | 0 |
Proceeds from exercises of stock options | 1 | 0 | 3 | 52 |
Acquisition of non-controlling interests of subsidiaries | (2,821) | (397) | (5,371) | (17,980) |
Dividend Payment | (1,120) | (158) | 0 | 0 |
Capital contribution from NCI | 2,736 | 385 | 0 | 0 |
Repurchase and redemption of convertible senior notes | 0 | 0 | (1,759,973) | 0 |
Payment of contingent consideration for acquisition of Full Jet (Note 9(a)) | (32,491) | (4,576) | (7,224) | 0 |
Net cash provided/(used in) by financing activities | (8,033) | (1,132) | (1,650,402) | 749,953 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 99,850 | 14,064 | (2,574,458) | 1,029,666 |
Cash, cash equivalents and restricted cash, beginning of year | 2,245,724 | 316,304 | 4,699,764 | 3,731,019 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 6,721 | 946 | 120,418 | (60,921) |
Cash, cash equivalents and restricted cash, end of year | 2,352,295 | 331,314 | 2,245,724 | 4,699,764 |
Cash and cash equivalents | 2,149,531 | 2,144,020 | 4,606,545 | |
Restricted cash | 202,764 | 28,559 | 101,704 | 93,219 |
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | 2,352,295 | 2,245,724 | 4,699,764 | |
Supplemental disclosure of cash flow information: | ||||
Cash paid for interest | 38,186 | 5,378 | 47,141 | 29,819 |
Cash paid for income tax | 84,770 | 11,940 | 163,525 | 145,606 |
Supplemental disclosures of non-cash investing and financing activities: | ||||
Purchases of property and equipment included in payables | 21,654 | 3,050 | 23,182 | 40,591 |
Consideration payable | 0 | 0 | 0 | 220,604 |
Subscription receivable from a non-controlling shareholder | 0 | 0 | 0 | 101,686 |
Settlement of loan to related parties through offsetting accounts receivable | ¥ 0 | $ 0 | ¥ 3,220 | ¥ 0 |
CONSOLIDATED STATEMENT OF CAS_2
CONSOLIDATED STATEMENT OF CASH FLOWS (Parenthetical) | 12 Months Ended |
Dec. 31, 2023 | |
CONSOLIDATED STATEMENT OF CASH FLOWS | |
Convertible senior notes | 1.625% |
Organization and Principal Acti
Organization and Principal Activities | 12 Months Ended |
Dec. 31, 2023 | |
Organization and Principal Activities | |
Organization and Principal Activities | 1. Organization and Principal Activities Baozun Inc. (the “Company”) was incorporated under the laws of Cayman Islands on December 18, 2013. The Company, its subsidiaries and its VIE (collectively referred to as the “Group”) are principally engaged to provide its customers with end-to-end E-commerce solutions including the sales of apparel, home and electronic products, online store design and setup, visual merchandising and marketing, online store operations, customer services, warehousing and order fulfillment. As of December 31, 2023, the Company’s major subsidiaries and VIE which, in the opinion of the directors of the Company, principally affected the results, assets or liabilities of the Group are as follows: Date of Place of Issued share Incorporation Incorporation/Opearation capital/Paid Legal /Acquisition and legal status in capital ownership Subsidiaries: Baozun Hong Kong Holding Limited 10-Jan-14 HK HKD 10,000 100 % Shanghai Baozun E-commerce Limited (“Shanghai Baozun”) 11-Nov-03 PRC/wholly foreign owned RMB1,800,000,000 100 % Shanghai Bodao E-commerce Limited 30-Mar-10 PRC/limited liability Company RMB10,000,000 100 % Shanghai Yingsai Advertisement Limited 30-Mar-10 PRC/limited liability Company RMB8,648,649 100 % Baozun Hongkong Limited 11-Sep-13 HK HKD10,000,000 100 % Shanghai Fengbo E-commerce Limited 29-Dec-11 PRC/limited liability Company RMB10,000,000 100 % Baozun Hongkong Investment Limited 21-July-15 HK HKD 100,000 100 % Baotong Inc. 19-Jun-19 Cayman USD 10,681.32 63 % Baotong Hong Kong Holding Limited 5-May-16 HK HKD 10,000 63 % Baotong E-logistics Technology (Suzhou) Limited 27-Mar-17 PRC/wholly foreign owned enterprise RMB260,252,000 63 % Baozun Brand Management Limited 07-Oct-22 HK RMB 100,000,000 100 % White Horse Hongkong Holding Limited 08-Nov-22 HK RMB10,000,000 100 % Gap (Shanghai) Commercial Co., Ltd. 31-Jan-23 PRC USD 257,551,995 100 % VIE: Shanghai Zunyi Business Consulting Ltd. (“Shanghai Zunyi”) 31-Dec-10 PRC/variable interest entity RMB50,000,000 N/A |
Summary of Significant Principa
Summary of Significant Principal Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Principal Accounting Policies | |
Summary of Significant Principal Accounting Policies | 2. Summary of Significant Principal Accounting Policies (a) Basis of presentation The consolidated financial statements are prepared and presented in accordance with accounting principles generally accepted in the United States of America (‘‘U.S. GAAP’’). (b) Basis of consolidation The consolidated financial statements include the financial statements of the Company, its subsidiaries and the VIE. All transactions and balances among the Company, its subsidiaries and the VIE have been eliminated upon consolidation. A consolidated subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting power or has the power to: appoint or remove the majority of the members of the board of directors; cast a majority of votes at the meeting of the board of directors; or govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders. U.S. GAAP provides guidance on the identification of VIE and financial reporting for entities over which control is achieved through means other than voting interests. The Group evaluates each of its interests in an entity to determine whether or not the investee is a VIE and, if so, whether the Group is the primary beneficiary of such VIE. In determining whether the Group is the primary beneficiary, the Group considers if the Group (1) has power to direct the activities that most significantly affects the economic performance of the VIE, and (2)receives the economic benefits of the VIE that could be significant to the VIE. If deemed the primary beneficiary, the Group consolidates the VIE. The VIE arrangements Applicable PRC laws and regulations currently limit foreign ownership of companies that provide internet content distribution services. The Company is deemed a foreign legal person under PRC laws and accordingly subsidiaries owned by the Company are ineligible to engage in provisions of internet content or online services. Shanghai Zunyi was established by two of the Company’s Founding Shareholders in December 2010 and had no operations until July 2014. To provide the Group effective control over Shanghai Zunyi and receive substantially all of the economic benefits of Shanghai Zunyi, Shanghai Baozun entered into a series of contractual arrangements, described below, with Shanghai Zunyi and its individual shareholders. The agreements that provide the Company effective control over the VIE include: (i) donate, pledge, or otherwise dispose any equity interests of Shanghai Zunyi in any way. The acquisition price for the shares or assets will be the minimum amount of consideration permitted under the PRC law at the time when the option is exercised. The agreement can be early terminated by Shanghai Baozun, but not by Shanghai Zunyi or its shareholders. The agreements that transfer economic benefits to the Company include: (i) (ii) These contractual arrangements allow the Company, through its wholly owned subsidiary, Shanghai Baozun, to effectively control Shanghai Zunyi, and to derive substantially all of the economic benefits from them. Accordingly, the Company treats Shanghai Zunyi as VIE and because the Company is the primary beneficiary of Shanghai Zunyi, the Company has consolidated the financial results of Shanghai Zunyi since July 2014. Risks in relation to the VIE structure The Company believes that the contractual arrangements with Shanghai Zunyi governed by PRC laws are valid, binding and enforceable, and do not result in any violation of mandatory requirements of applicable PRC laws or regulations currently in effect based on the legal advice of the Company’s PRC legal counsel. However, uncertainties regarding the interpretation and application of PRC laws and rules could limit the Company’s ability to enforce these contractual arrangements and the interests of the shareholders of Shanghai Zunyi may diverge from that of the Company and that may potentially increase the risk that they would seek to act contrary to the contractual terms, for example by influencing Shanghai Zunyi not to pay the service fees when required to do so. The Company’s ability to control Shanghai Zunyi also depends on the power of attorney Shanghai Baozun has to vote on all matters requiring shareholder approval. As noted above, the Company believes this power of attorney is legally enforceable but may not be as effective as direct equity ownership. In addition, if the legal structure and contractual arrangements were found to be in violation of any existing PRC laws and regulations, the Group may be subject to fines and the PRC government could: ● revoke the Group’s business and operating licenses; ● require the Group to discontinue or restrict the Group’s operations; ● restrict the Group’s right to collect revenues; ● block the Group’s websites; ● require the Group to restructure its operations in such a way as to compel the Group to establish a new enterprise, re-apply for the necessary licenses or relocate its businesses, staff and assets; ● impose additional conditions or requirements with which the Group may not be able to comply; or ● take other regulatory or enforcement actions against the Group that could be harmful to its business. The imposition of any of these penalties may result in a material and adverse effect on the Group’s ability to conduct its business. In addition, if the imposition of any of these penalties causes the Group to lose the rights to direct the activities of Shanghai Zunyi or the right to receive its economic benefits, the Group would no longer be able to consolidate the entity. The following amounts and balances of Shanghai Zunyi and its subsidiary were included in the Group’s consolidated financial statement: As of December 31, 2022 2023 RMB RMB Cash and cash equivalent 44,076 76,866 Accounts receivable, net 220,229 179,983 Inventories 160 106 Advances to suppliers 2,041 4,079 Amounts due from related parties 3 5 Prepayments and other current assets 1,632 2,923 Property and equipment, net 1,495 1,365 Intangible assets, net 38,126 19,076 Total assets 307,762 284,403 Accounts payable 19,469 3,916 Amounts due to related parties 15,727 3 Income tax payables 959 3,300 Accrued expenses and other current liabilities 81,374 36,844 Total liabilities 117,529 44,063 For Year Ended December 31, 2021 2022 2023 RMB RMB RMB Net revenues 748,214 572,360 548,439 Net income 575,519 433,204 431,026 Net cash provided by operating activities 750,309 183,899 530,391 Net cash used in investing activities (10,246) (4,053) (2,504) The VIE contributed 8.62% 6.81% and 6.22% of the consolidated net revenues for the years ended December 31, 2021, 2022 and 2023, respectively. As of December 31, 2022 and 2023, the VIE accounted for 3.04% and 2.72% of the consolidated total assets, and 2.63% and 0.95% of the consolidated total liabilities, respectively. There are no assets of the VIE that are collateral for the obligations of the VIE and can only be used to settle the obligations of the VIE. There are no terms in any arrangements, considering both explicit arrangements and implicit variable interests that require the Company or its subsidiaries to provide financial support to the VIE. However, if the VIE ever needs financial support, the Company or its subsidiaries may, at its option and subject to statutory limits and restrictions, provide financial support to its VIE through loans to the shareholders of the VIE or entrustment loans to the VIE. Relevant PRC laws and regulations restrict the VIE from transferring a portion of their net assets, equivalent to the balance of its paid-in capital, additional paid-in capital and statutory reserve, to the Company in the form of loans and advances or cash dividends. (c) Use of estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent liabilities at the balance sheet date, and the reported revenues and expenses during the reported period in the consolidated financial statements and accompanying notes. Significant accounting estimates are used for inventory write-down, assumptions used in purchase price allocation arising from business combination and impairment of goodwill. (d) Fair value Authoritative literature provides a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows: ● Level 1-inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. ● Level 2-inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3-inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. The Group’s short-term financial instruments include cash and cash equivalents, restricted cash, short-term investments, receivables, payables, other current assets, amounts due from related parties, other current liabilities, amounts due to related parties and short-term loan. The carrying amounts of these short-term financial instruments approximate their fair values due to the short-term maturity of these instruments. The following table presents our assets that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy. As of December 31, 2022 Fair Value Measurements at Reporting Date Using Description Quoted Prices in Active Markets for Identical Assets Significant Other Significant Unobservable (Level 1) Observable Inputs (Level 2) Inputs (Level 3) Equity securities with readily determinable fair value 112,115 — — Derivative liabilities — — 364,758 As of December 31, 2023 Fair Value Measurements at Reporting Date Using Description Quoted Prices in Active Markets for Identical Assets Significant Other Significant Unobservable (Level 1) Observable Inputs (Level 2) Inputs (Level 3) Equity securities with readily determinable fair value 44,260 — — Equity securities with readily determinable fair value are valued using a market approach based on the quoted market prices or broker/dealer quotes of identical or comparable instruments. Level 3 fair value of derivative liability is determined based on the pre-money valuation adjustment computed in accordance with the shareholder agreement (see Note 16). The determination of fair value required significant judgement by management with respect to the achievement of target net profit of Baotong Inc. in 2022. Certain assets are measured at a non-recurring basis. The following table presents the asset classification, the fair value and the non-recurring losses recognized for the years ended December 31, 2022 and 2023 due to impairment of the related assets. As of December 31, 2022 Fair Value Measurements at Reporting Date Using Description Significant Other Significant Unobservable Observable Inputs (Level 2) Inputs (Level 3) Total Loss for the Year Equity securities without readily determinable fair values 87,750 — 8,400 Goodwill — 336,326 13,155 As of December 31, 2023 Fair Value Measurements at Reporting Date Using Description Significant Unobservable Inputs (Level 3) Total Loss for the Year Goodwill 312,464 35,212 The Company performed fair value adjustment to an equity security without readily determinable fair values resulting from observable price changes in orderly transactions for identical instruments in the year ended December 31, 2022. Goodwill was valued using the income approach based on discounted cash flows of the reporting units that goodwill was assigned to. The fair value measurement incorporates certain assumptions including projected revenue, growth rates and projected operating profits based on current economic condition, expectation of management and projected trends of current operating results which are significant unobservable inputs. (e) Concentration and risks Concentration of customers and suppliers The following customer accounted for 10% or more of net revenues for the years ended December 31, 2021, 2022 and 2023: For Year Ended December 31, 2021 2022 2023 RMB RMB RMB A 989,904 1,094,564 976,028 The following customer accounted for 10% or more of balances of accounts receivable as of December 31, 2022 and 2023: As of December 31, 2022 2023 RMB RMB A 477,915 406,578 The following supplier accounted for 10% or more of purchases for the years ended December 31, 2021, 2022 and 2023: For Year Ended December 31, 2021 2022 2023 RMB RMB RMB B 1,487,017 1,007,377 761,488 Concentration of credit risk Financial instruments that potentially subject the Group to significant concentrations of credit risk primarily consist of cash and cash equivalents, restricted cash, accounts receivable, short-term investments, amounts due from related parties. As of December 31, 2022 and 2023, all of the Group’s cash and cash equivalents, restricted cash, short-term investments were held by major financial institutions located in the PRC, Hong Kong, Japan and Taiwan which management believes are of high credit quality. Accounts receivable and amounts due from related parties are typically unsecured and are derived from revenues earned from customers in the PRC. The risk with respect to accounts receivable is mitigated by credit evaluations the Group performs on its customers and its ongoing monitoring process of outstanding balances. Foreign Currency Risk Renminbi (“RMB”) is not a freely convertible currency. The State Administration of Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of RMB into foreign currencies. The value of RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. The Group had aggregated amounts of RMB1,898,378 and RMB2,295,006 of cash and cash equivalents, restricted cash and short-term investments denominated in RMB as of December 31, 2022 and 2023, respectively. (f) Foreign currency translation The Group’s reporting currency is RMB. The functional currency of the Company is the United States dollar (“US$”). The functional currency of the Group’s entities incorporated in Hong Kong is Hong Kong dollars (“HK$”). The functional currency of the Group’s subsidiaries in PRC is RMB. Monetary assets and liabilities denominated in currencies other than the applicable functional currencies are translated into the functional currencies at the prevailing rates of exchange at the balance sheet date. Nonmonetary assets and liabilities are remeasured into the applicable functional currencies at historical exchange rates. Transactions in currencies other than the applicable functional currencies during the year are converted into the functional currencies at the applicable rates of exchange prevailing at the transaction dates. Transaction gains and losses are recognized in the consolidated statements of operations. Assets and liabilities are translated from each entity’s functional currency to the reporting currency at the exchange rate on the balance sheet date. Equity amounts are translated at historical exchange rates, and revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as foreign currency translation adjustment and are shown as a separate component of other comprehensive income (loss) in the consolidated statements of changes in shareholders’ equity and consolidated statements of comprehensive income. (g) Convenience translation The Group’s business is primarily conducted in PRC and almost all of its revenues are denominated in RMB. However, periodic reports made to shareholders will include current period amounts translated into USD using the then current exchange rates, for the convenience of the readers. Translations of balances in the consolidated balance sheets, and consolidated statements of operations, comprehensive loss and cash flows from RMB into USD as of and for the year ended December 31, 2023 are solely for the convenience of the readers outside PRC and were calculated at the rate of US$1.00=RMB7.0999 representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on December 29, 2023. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into USD at that rate on December 29, 2023, or at any other rate. (h) Cash and cash equivalents Cash and cash equivalents consist of cash on hand, demand deposits and highly liquid investments with an original maturity of less than three months. (i) Restricted cash Restricted cash primarily consists of (i) minimum cash deposits or cash collateral deposits required to be maintained with certain banks under the Group’s borrowing arrangements or in relation to bank guarantees issued on behalf of the Group (ii) deposit required by its business partners and (iii) security for issuance of commercial acceptance notes mainly relating to purchase of inventories. In the event that the obligation to maintain such deposits is expected to be terminated within the next twelve months, these deposits are classified as current assets. Otherwise, they are classified as non-current assets. All restricted cash is held by major financial institutions in segregated accounts. (j) Short-term investments Short-term investments primarily comprise of time deposits with maturities between three months and one year. The Group pledged RMB180,000 of the short-term investments for the years ended December 31, 2023. (k) Accounts receivable, net Accounts receivable represents amounts due from customers and are recorded net of allowance for credit losses. The Group has developed a current expected credit loss model based on historical experience, the age of the accounts receivable balances, credit quality of its customers, current economic conditions, forecasts of future economic conditions, and other factors that may affect its ability to collect from customers. (l) Inventories Inventories consisting of products available for sale, are valued at the lower of cost or market. Cost of inventories is determined using the weighted average cost method. Valuation of inventories is based on currently available information about expected recoverable value. The estimate is dependent upon factors such as historical trends of similar merchandise, inventory aging, historical and forecasted consumer demand and promotional environment. (m) Investments The Group uses the equity method to account for an equity investment over which it has significant influence but does not own a majority equity interest or otherwise control. The Group records equity method adjustments in share of earnings and losses. Equity method adjustments include the Group’s proportionate share of investee income or loss, adjustments to recognize certain differences between the Group’s carrying value and its equity in net assets of the investee at the date of investment, impairments, and other adjustments required by the equity method. Dividends received are recorded as a reduction of carrying amount of the investment. Cumulative distributions that do not exceed the Group’s cumulative equity in earnings of the investee are considered as a return on investment and classified as cash inflows from operating activities. Cumulative distributions in excess of the Group’s cumulative equity in the investee’s earnings are considered as a return of investment and classified as cash inflows from investing activities. Equity investments with readily determinable fair value and over which the Group does not have significant influence are initially and subsequently recorded at fair value, with changes in fair value reported in earnings. Equity securities without readily determinable fair values and over which the Group does not have significant influence are measured and recorded using a measurement alternative that measures the securities at cost minus impairment, if any, and plus or minus changes resulting from qualifying observable price changes. (n) Property and equipment, net Property and equipment are stated at cost less accumulated depreciation and impairment. Property and equipment are depreciated at rates sufficient to write off their costs less impairment and residual value, if any, over the estimated useful lives on a straight-line basis. The estimated useful lives and residual rates are as follows: Classification Useful years Residual rate Electronic devices 3 years 0% - 5% Vehicle 5 years 5% Furniture and office equipment 5 years 5% Machinery 10 years 5% Buildings 44 years 5% Leasehold improvement Over the shorter of the expected life of leasehold improvements or the lease term 0% Repairs and maintenance costs are charged to expenses as incurred, whereas the cost of renewals and betterment that extends the useful lives of property and equipment are capitalized as additions to the related assets. Gains and losses from the disposal of property and equipment are included the consolidated statements of operations. (o) Intangible assets, net Intangible assets and the related useful lives are as follows: Item Useful years Internally developed software 3 years Trademark 10 years Supplier relationship 10 years Customer relationship From 2 years to 10 years Brand 5 years Franchising 8 years Technology From 3 years to 5 years Intangible assets are recorded at the cost to acquire these assets less accumulated amortization. Amortization of intangible assets is computed using the straight-line method over their estimated useful lives. For internally developed software, the Group expenses all internal-use software costs incurred in the preliminary project stage and capitalized direct costs associated with the development of internal-use software. The internally developed software consisted mainly of order management, customer management and retailing solution systems. Trademark, supplier relationship, customer relationship, brand, franchising and technology are acquired from the Group’s business combinations. (p) Goodwill Goodwill represents the excess of the purchase consideration over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed from the acquired entity as a result of the Company’s acquisition of interests in a subsidiary. Goodwill is not amortized but is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that it might be impaired. Goodwill is not depreciated or amortized but is tested for impairment on an annual basis as of December 31, and in between annual tests when an event occurs or circumstances change that could indicate that the asset might be impaired. In accordance with ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”) issued by the Financial Accounting Standards Board (“FASB”) guidance on testing of goodwill for impairment, the Group first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If as a result of its qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is mandatory. Otherwise, no further testing is required. The quantitative impairment test consists of a comparison of the fair value of each reporting unit with its carrying amount, including goodwill. If the carrying amount of each reporting unit exceeds its fair value, an impairment loss equal to the difference between the fair value of the reporting unit and its carrying amount will be recorded. (q) Impairment of long-lived assets The Group evaluates the recoverability of long-lived assets with determinable useful lives whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. The Group measures the carrying amount of long-lived asset against the estimated undiscounted future cash flows associated with it. Impairment exists when the sum of the expected future net cash flows is less than the carrying value of the asset being evaluated. Impairment loss is calculated as the amount by which the carrying value of the asset exceeds its fair value. Fair value is estimated based on various valuation techniques and assumptions including future cash flows over the life of the asset being evaluated and discount rate. These assumptions require significant judgment and may differ from actual results. No impairment was recognized for any of the years ended December 31, 2021, 2022 and 2023. (r) Revenue The Group provides brand e-commerce solutions to its brand partners. And its revenues are derived principally from product sales and provision of services. Product Sales The Group generates product sales revenues primarily through selling products purchased from brand partners and/or their authorized distributors to customers under the distribution model. Under this model, the Group identifies one performance obligation which is to sell goods directly to the customers through online stores it operates. Revenue under the distribution model is recognized on a gross basis and presented as product sales on the consolidated statements of operations, because (i) the Group rather than the brand partner, is primarily responsible for fulfilling the promise to provide the specified good; (ii) the Group bears the physical and general inventory risk once the products are delivered to its warehouse; and (iii) the Group has discretion in establishing price. Upon acquisition of Gap in February 2023, product sales revenue also includes selling products of own brands through both offline stores and online stores. Product sales, net of discounts, return allowances, value added tax and related surcharges are recognized when customers accept the products upon delivery. Revenues are measured as the amount of consideration the Group expects to receive in exchange for transferring products to customers. Return allowances, which reduce revenue, are estimated utilizing the most likely amount method based on historical data the Group has maintained and its analysis of returns by categories of products. The majority of the Group’s customers make online payments through third-party payment platforms when they place orders on websites of the Group’s online stores. The funds will not be released to the Group by these third-party payment platforms until the customers accept the delivery of the products at which point the Group recognizes sales of products. A portion of the Group’s customers pay upon the receipt of products. The Group’s delivery service providers collect the payments from its customers for the Group. The Group records a receivable on the balance sheet with respect to cash held by third-party couriers. Services The Group acts as a service provider, under the consignment or service fee model, to facilitate its brand partners’ online sales of their branded products with the performance obligations to provide a variety of e-commerce services, which may include any combination of IT solutions, online store operation, digital marketing, customer service and warehousing and fulfillment services. Each type of the services provided is considered as one performance obligation as they are distinct from other services. Most of the Group’s service contracts include multiple performance obligations. The Group charges its brand partners a combination of fixed fees and/or variable fees based on the value of merchandise sold, number of orders fulfilled or other variable factors. The transaction price is allocated to each performance obligation using the relative stand-alone selling price. The Group generally determines the stand-alone selling price based on the prices charged to comparable customers or expected cost plus margin. Revenue generated from IT solutions such as one-time online store design and setup services is recognized when the services are rendered while revenue generated from other types of services are recognized over the service term. The Group applies the practical expedient to recognize revenue from the services, except for one-time online store design and setup services, in the amount which the Group has a right to invoice on a monthly basis with a credit period of one month to four months. The Group acts as the principal in its service provision but not in product sales of its brand partners, and therefore, only recognizes service fees as revenue in the consolidated statements of operations. All the costs that the Group incurs in the provision of services are classified as operating expenses on the consolidated statements of operations. Contract balances Timing of revenue recognition may differ from the timing of invoicing to customers. Accounts receivable represents amounts invoiced and revenue recognized prior to invoicing when the Group has satisfied its performance obligation and has the unconditional right to payment. The Group sometimes receives advance payments from consumers before the service is rendered, which is recorded as advance from customers included in the accrued expenses and other current liabilities on the consolidated balance sheet. Practical Expedients and Exemptions The Group elects not to disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less (ii) contracts for which the Group recognizes revenue at the amount it has the right to invoice for services performed and (iii) contracts with variable consideration related to wholly unsatisfied performance obligations. (s) Cost of products Cost of product consists of the purchase price of products and inbound shipping charges, as well as inventory write-downs. Shipping charges to receive products from the suppliers are included in the inventories, and recognized as cost of products upon sale of the products to the customers. Cost of products does not include other direct costs related to product sales such as shipping and handling expense, payroll and benefits of logistic staff, logistic centers rental expenses and depreciation expenses, etc. Therefore, the Group’s cost of products may not be comparable to other companies which include such expenses in their cost of products. (t) Rebates Rebates are provided by brand partners under the distribution model and determined based on the product purchase volume on a monthly, quarterly or annual basis. The Group accounts for the volume rebates as a reduction to the price it pays for the products subject to the rebate determination. Volume rebates are estimated based on the Group’s past experience and current forecasts and recognized as the Group makes progress towards the purchase threshold. Rebates are also provided as negotiated between the Group and its brand partners, which is recorded as reductions of cost of products in the consolidated statements of operations when the amounts are agreed by both parties. (u) Fulfillment Fulfillment costs represent shipping and handling expenses, payment processing and related transaction costs, rental expenses of leased warehouses, packaging material costs and costs incurred in outbound shipping, and operating and staffing the Group’s fulfillment and customer service center, including costs attributable to buying, receiving, inspecting and warehousing inventories and picking, packaging and preparing customer orders |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2023 | |
Revenue | |
Revenue | 3. Revenue For the years ended December 31, 2021, 2022 and 2023, substantially all of the Group’s revenues were generated in the PRC. The disaggregated revenues by types and the timing of transfer of goods or services were as follows: Disaggregation of revenues For Year Ended December 31, 2021 2022 2023 RMB RMB RMB Product sales recognized at point of time 3,873,589 2,644,214 3,357,202 Service - revenues recognized over time 5,479,799 5,675,173 5,344,173 -revenues recognized at point of time 42,868 81,244 110,638 Total revenue 9,396,256 8,400,631 8,812,013 Contract Liability The movement of the advances from customers for the years ended December 31, 2021 and 2022 were as follows: Advances from Customers Opening Balance as of January 1, 2022 63,677 Net increase 57,181 Ending Balance as of December 31, 2022 120,858 Net increase 42,379 Ending Balance as of December 31, 2023 163,237 Revenues amounted to RMB 63,677 and RMB 120,858 were recognized in the years ended December 31, 2022 and 2023 respectively, that were included in the balance of advance from customers at the beginning of the respective year. |
Accounts receivable, net
Accounts receivable, net | 12 Months Ended |
Dec. 31, 2023 | |
Accounts receivable, net | |
Accounts receivable, net | 4. Accounts receivable, net Accounts receivable, net, consists of the following: As of December 31, 2022 2023 RMB RMB Accounts receivable 2,413,173 2,309,466 Allowance for credit losses: Balance at beginning of the year (118,724) (120,495) Additions (1,494) (2,187) Exchange loss (7,921) (3,017) Write-offs 7,644 962 Balance at end of the year (120,495) (124,737) Accounts receivable, net 2,292,678 2,184,729 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2023 | |
Inventories | |
Inventories | 5. Inventories Inventories consist of the following: As of December 31, 2022 2023 RMB RMB Products 942,926 1,042,131 Packing materials and others 71 2,985 Inventories 942,997 1,045,116 Inventories write-downs of RMB 89,516, RMB 161,596 and RMB 152,904 were recorded in cost of products in the consolidated statements of operations for the years ended December 31, 2021, 2022 and 2023, respectively. |
Prepayments and other current a
Prepayments and other current assets | 12 Months Ended |
Dec. 31, 2023 | |
Prepayments and other current assets | |
Prepayments and other current assets | 6. Prepayments and other current assets Prepayments and other current assets consist of the following: As of December 31, 2022 2023 RMB RMB Rebate receivable from suppliers 239,816 197,775 Value-added tax (“VAT”) recoverable 125,644 133,727 Prepaid expenses 84,268 100,970 Deposits (1) 62,889 54,248 Interest receivables 11,352 58,756 Employee advances (2) 8,428 5,645 Others 22,018 39,229 Prepayment and other current assets 554,415 590,350 (1) Deposits represent rental deposits and deposits paid to third-party platforms. (2) Employee advances represent cash advanced to online store managers for store daily operation, such as online store promotion activities. |
Property and equipment, net
Property and equipment, net | 12 Months Ended |
Dec. 31, 2023 | |
Property and equipment, net | |
Property and equipment, net | 7. Property and equipment, net Property and equipment, net, consists of the following: As of December 31, 2022 2023 RMB RMB Electronic devices 235,628 286,369 Vehicle 5,241 6,008 Furniture and office equipment 151,498 202,682 Leasehold improvement 565,497 470,645 Machinery 61,889 122,371 Buildings 201,129 405,520 Total 1,220,882 1,493,595 Accumulated depreciation and amortization (526,436) (642,444) Property and equipment, net 694,446 851,151 Depreciation and amortization expenses were RMB 135,497, RMB121,693 and RMB 166,803 for the years ended December 31, 2021, 2022 and 2023, respectively. |
Intangible assets, net
Intangible assets, net | 12 Months Ended |
Dec. 31, 2023 | |
Intangible assets, net | |
Intangible assets, net | 8. Intangible assets, net Intangible assets, net, consist of the following: As of December 31, 2022 2023 RMB RMB Internally developed software 401,236 466,431 Trademark 1,074 1,074 Supplier relationship 15,620 15,620 Customer relationship 146,701 146,701 Brand 12,100 26,400 Technology 19,500 19,500 Accumulated amortization (285,507) (369,306) Intangible assets, net 310,724 306,420 Amortization expenses for intangible assets were RMB70,414, RMB73,824 and RMB83,799 for the years ended December 31, 2021, 2022 and 2023, respectively. Estimated amortization expenses of the existing intangible assets for the next five years are RMB71,410, RMB54,968, RMB 20,143, RMB 18,084 and RMB 17,299, respectively. |
Business acquisition
Business acquisition | 12 Months Ended |
Dec. 31, 2023 | |
Business acquisition | |
Business acquisition | 9.Business acquisition (a) Acquisition of Gap (Shanghai) Commercial Co., Ltd. (“Gap SH”) Gap SH was wholly owned by Gap Inc. (“Gap”), America’s largest specialty apparel company, offering apparel, accessories, and personal care products for women, men, and children. Gap opened its first China store in 2010. In February 2023, the Group acquired 100% equity interest of GAP SH for a total cash consideration of RMB176,385. The transaction was considered a business acquisition and therefore was recorded using the acquisition method of accounting. The allocation of the purchase price based on the fair values of the acquired assets and liabilities as of the date of acquisition is summarized as follows: Amounts RMB’000 Total cash consideration 176,385 Total assets 960,230 Total liabilities (780,377) Total net assets 179,853 Gain on acquisition of a subsidiary (3,468) (b) Acquisition of Shanghai Mansen Brand Management Co., Ltd (“Mansen”) Mansen is committed to creating a beauty and health brand that conforms to the health and ecological management of Chinese consumers. In April 2023, the Group acquired 51% equity interest of Mansen for a total cash consideration of RMB32,640 and recognized a goodwill of RMB10,588. (c) Acquisition of Hangzhou Baichen Technology Co., Ltd (“Baichen”) Baichen is committed to provision of professional comprehensive service specializing in digital marketing for renowned brands across the country. In October 2023, the Group increased its equity interest of Baichen to 51% for a total cash consideration of RMB3,112 and recognized a goodwill of RMB762. The transaction costs related to the above acquisitions were immaterial. The financial results of the acquired businesses, which are not material, have been included in the Company’s consolidated financial statements for the period subsequent to their acquisitions. Pro forma information is not presented for the acquisitions as the impact to the consolidated financial statements is not material. Goodwill was recognized as a result of expected synergies from combining operations of the Group and acquired business and other intangible assets that don’t qualify for separate recognition. Goodwill is not amortized and is not deductible for tax purposes. |
Long term investments
Long term investments | 12 Months Ended |
Dec. 31, 2023 | |
Long term investments | |
Long term investments | 10. Long term investments Long term investments, insisted the followings: As of December 31, 2022 2023 RMB RMB Equity method investees 69,828 144,464 Equity securities measured at fair value 112,115 44,260 Equity securities without readily determinable fair values 87,750 170,405 269,693 359,129 (a) Investments accounted for under the equity method As of December 31, 2022 2023 RMB RMB Beijing Pengtai Baozun E-commerce Co., Ltd. (1) 45,451 54,934 Hangzhou Juxi Technology Co., Ltd. (2) 14,077 13,941 Hunter Gcsea Limited. (3) — 74,657 Others 10,300 932 69,828 144,464 (1) In January 2018, the Group invested RMB 13,328 to establish an E-commerce joint venture with Beijing Pengtai Interactive Advertising Co., Ltd. (“Beijing Pengtai”) through a joint venture agreement. Baozun holds 49% equity interest and Beijing Pengtai holds 51% equity interest. Share of income in equity method investment of RMB 8,145 , RMB 8,412 and RMB 9,483 was recognized for the years ended December 31, 2021, 2022 and 2023, respectively. (2) In June 2019, the Group entered into an agreement with Hangzhou Juxi Technology Co., Ltd. (“Juxi”) to acquire 10% equity interest with a total consideration of RMB 15,000 . As the Group has significant influence over Juxi, it is accounted for under the equity method of accounting. Share of income of RMB 60 and loss of RMB 414 and loss of RMB 136 in equity method investment was recognized for the years ended December 31, 2021, 2022 and 2023, respectively. (3) In October 2023, the Group entered into an agreement with ABG HUNTER LLC (“ABG”) to form a joint venture company which is Hunter Gcsea Limited to expand ABG’s portfolio of brands’ business. Baozun holds 51% equity interest and ABG holds 49% equity interest. As the Group only has significant influence over Hunter Gcsea Limited, all major operational decisions required written consent from the other shareholder, it is accounted for under the equity method of accounting. (b) Investments in equity securities measured at fair value In January 2021, Baozun entered into a share purchase agreement with iClick, an independent online marketing and enterprise data solutions provider in China, and purchased 649,349 newly issued Class B ordinary shares (“Issued Class B Shares”) of iClick at an aggregate subscription price of approximately US$17.2 million. Holders of Class B ordinary shares of iClick are entitled to 20 votes per share. Pursuant to the share purchase agreement with an existing shareholder of iClick, Baozun purchased 2,471,468 American Depositary Shares (“ADSs”) at an aggregate purchase price of approximately US$32.8 million. Two ADSs represent one Class A ordinary share of iClick. Holders of Class A ordinary shares of iClick are entitled to one vote per share. After the closing of the above transactions, Baozun acquired and beneficially owns approximately 4% of iClick’s total outstanding shares, representing approximately 10% total voting equity of iClick. Since the Company cannot exercise significant influence on the investee, the investment is recorded as equity securities measured at fair value. As of December 31, 2022 and 2023, the ending balance was RMB10,020 and RMB10,261, respectively. An unrealized investment loss of RMB209,956, RMB102,035 and gain of RMB65 was recognized for the years ended December 31, 2021, 2022 and 2023, respectively. In June 2021, the Group acquired 4,908,939 Class B preferred shares of Fosun Fashion Group (Cayman) Limited (“Fosun”), a private company, which represents 1.57% voting interests, at an aggregate subscription price of RMB76,716. Since the investment was not in-substance common stock, the investment was recorded as equity securities without determinable fair value as of December 31, 2021.Fosun was renamed as Lanvin Group(“Lanvin”) in October 2021. In December 2022, the Group further acquired 300,000 ordinary shares of Lanvin with a consideration of RMB 21,170 On December 15, 2022, Lanvin got listed on New York stock Exchange and the 4,908,939 Class B preferred shares was converted into 1,321,790 ordinary shares. As of December 31, 2022 and 2023, the ending balance was RMB102,095 and RMB33,999, respectively. The investment was measured at fair value and an unrealized investment gain of RMB4,208 and loss of RMB68,096 was recognized for the year ended December 31, 2022 and 2023, respectively. (c) Investments in equity securities without readily determinable fair values Investments in equity securities without readily determinable fair value were RMB87,750 and RMB170,405 for the years ended December 31, 2022 and 2023, respectively. The carrying amount of the investments as of December 31, 2023 is composed by investments in five private companies. Since the investments are not in-substance common stock which are accounted for as investments in equity securities without readily determinable fair value. The Group is required to perform an impairment assessment of its investment whenever events or changes in business circumstances indicate that the carrying value of the investment may not be fully recoverable. The Group recognized impairment losses of RMB3,541, RMB8,400, and RMB nil for the years ended December 31, 2021, 2022 and 2023, respectively. |
Goodwill impairment
Goodwill impairment | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill impairment | |
Goodwill impairment | 11. Goodwill impairment The changes in the carrying amount of goodwill of E-Commerce segment for the years ended December 31, 2022 and 2023 were as follows: E-Commerce Segment RMB Balance at January 1, 2022 Goodwill 397,904 Accumulated impairment loss — 397,904 Goodwill disposed during the year (48,423) Balance at December 31, 2022 Goodwill 349,481 Accumulated impairment loss (13,155) 336,326 Goodwill acquired during the year 11,350 Balance at December 31, 2023 Goodwill 360,831 Accumulated impairment loss (48,367) 312,464 There was no goodwill assigned to Brand Management segment. The Group determined that there were five reporting units as of December 31, 2023, BolTone, Morefun, eFashion, Mansen and Baozun within E-Commerce segment (see Note 24 “Segment Information”) with goodwill balances of RMB75,761, RMB59,090, RMB135,515, RMB10,588 and RMB79,877, respectively. The Group performed qualitative assessment for all the reporting units and concluded only for BolTone and Baozun reporting unit, it was more likely than not the fair value was less than the carrying value and therefore performed quantitative impairment test on the goodwill of BolTone and Baozun reporting unit using discounted cash flow method based on the forecast for future operations. Due to the sensitivity of BZ and BLT’s operations to changes in the economy, the Group recognized impairment loss of nil, RMB13,155 and RMB35,212 for the years ended December 31, 2021, 2022 and 2023, respectively. |
Short-term loan
Short-term loan | 12 Months Ended |
Dec. 31, 2023 | |
Short-term loan | |
Short-term loan | 12. Short-term loans The short-term loans as of December 31, 2022 and 2023 were as follows: As of December 31, 2022 2023 RMB RMB Short- term loans Short-term bank borrowings 1,016,071 1,115,721 Short-term bank borrowings The Group entered into one-year credit facilities with several Chinese commercial banks that provide revolving line of credit for the Group. Under such credit facilities, the Group can borrow up to RMB3,329,012 and RMB3,715,846 for the years ended December 31, 2022 and 2023, respectively, which can only be used to maintain daily operation. As of December 31, 2022, the Group had drawn short-term bank borrowings from the credit facilities in the amount of RMB1,016,071. Credit facilities in the amounts of RMB8,664 and RMB400,873 were used to issue the letters of guarantee with an aggregate amount of RMB17,342 and notes payable with an aggregate amount of RMB487,837, respectively. As such, RMB1,903,404 of the credit facilities was available for future borrowing at the end of 2022. The credit facilities expired during 2023. As of December 31, 2023, the Group had drawn short-term bank borrowings from the credit facilities in the amount of RMB1,115,721. Credit facilities in the amounts of RMB107,196 and RMB183,245 were used to issue the letters of guarantee with an aggregate amount of RMB127,773 and notes payable with an aggregate amount of RMB506,629, respectively. As such, RMB2,309,684 of the credit facilities was available for future borrowing at the end of 2023. The credit facilities will expire during 2024. |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Accrued expenses and other current liabilities | |
Accrued expenses and other current liabilities | 13. Accrued expenses and other current liabilities Accrued expenses and other current liabilities consist of the following: As of December 31, 2022 2023 RMB RMB Logistics expenses accruals 303,880 267,040 Advances from customers 120,858 163,237 Outsourced labor cost payable 74,698 111,318 Salary and welfare payable 223,843 196,018 Professional fee accruals 24,786 23,408 Marketing expenses accruals 177,084 217,995 Other tax payable 10,567 27,358 Sales return accrual 1,497 20,869 Consideration payable 75,453 75,244 Others 12,874 85,692 Accrued expenses and other current liabilities 1,025,540 1,188,179 |
Income tax
Income tax | 12 Months Ended |
Dec. 31, 2023 | |
Income tax | |
Income tax | 14. Income tax Under the current laws of the Cayman Islands, the Company incorporated in the Cayman Islands is not subject to tax on income or capital gain. Additionally, the Cayman Islands does not impose a withholding tax on payments of dividends to shareholders. Under the Hong Kong Inland Revenue Ordinance, for the Company’s subsidiaries incorporated in Hong Kong, the profits tax rate for the first HK $2 million of profits is 8.25%, while profits above that amount is subject to the tax rate of 16.5%. Under the Law of the People’s Republic of China on Enterprise Income Tax (‘‘EIT Law’’), the Group’s subsidiaries and VIE domiciled in the PRC are subject to 25% statutory rate. According to National Tax Letter 2009 No. 203, if an entity is certified as a “High and New Technology Enterprise” (“HNTE”), it is entitled to a preferential income tax rate of 15%. Five subsidiaries of the Group obtained the HNTE certificate starting from 2018 and renewed the certification subsequently, thus applied 15% tax rate with a valid term of three years from the year of entitlement or renewal. The current and deferred portion of income tax expenses included in the consolidated statements of operations, which were substantially attributable to the Group’s PRC subsidiaries are as follows: For Year Ended December 31, 2021 2022 2023 RMB RMB RMB Current tax 118,914 82,595 57,594 Deferred tax (63,655) (56,115) (45,591) Income tax expense 55,259 26,480 12,003 Reconciliation of the differences between the PRC statutory income tax rate and the Group’s effective income tax rate for the years ended December 31, 2021, 2022 and 2023 are as follows: For Year Ended December 31, 2021 2022 2023 RMB RMB RMB Statutory income tax rate 25.00 % 25.00 % 25.00 % Non-deductible share-based compensation (31.91) % (6.13) % (11.92) % Effect of tax rates in different tax jurisdiction (37.48) % (23.20) % (4.79) % Effect of preferential tax rate 4.22 % 0.84 % 0.92 % Research and development super deduction 11.45 % 2.28 % 7.40 % HK tax-free interest income 2.77 % 0.10 % 3.51 % Effect of equity transaction (7.92) % — — Others (3.00) % 0.14 % 1.14 % Changes in valuation allowance 0.99 % (3.59) % (26.79) % Effective income tax rate (35.88) % (4.56) % (5.53) % The effect of the tax holiday on the income per share is as follows: For Year Ended December 31, 2021 2022 2023 RMB RMB RMB Tax saving amount due to preferential tax rates 7,142 4,898 1,993 Income per share effect-basic 0.03 0.03 0.01 Income per share effect-diluted 0.03 0.03 0.01 The principal components of the deferred tax assets and liabilities are as follows: As of December 31, 2022 2023 RMB RMB Deferred tax assets: Accrued expenses 52,912 64,166 Inventory write-down 33,379 46,674 Impairment of equity investments 7,048 8,595 Salary and welfare payable 2,760 1,954 Allowance for credit losses 21,627 23,464 Net operating loss carry forward 83,099 439,585 Less: valuation allowance (38,316) (383,810) Deferred tax assets, net 162,509 200,628 Deferred tax liabilities: Identifiable intangible assets (28,082) (24,966) Deferred tax liabilities (28,082) (24,966) The Group’s ability to realize deferred tax assets depends on its ability to generate sufficient taxable income within the carry forward periods provided for in the tax law. The Group considers positive and negative evidence to determine whether some portion or all of the deferred tax assets will be more likely than not realized. This assessment considers, among other matters, the nature, frequency and severity of recent losses and forecasts of future profitability. These assumptions require significant judgement and the forecasts of future taxable income are consistent with the plans and estimates the Group is using to manage the underlying businesses. The Group provided a valuation allowance for the deferred tax assets relating to the future benefit of net operating loss carry forwards and other deferred tax assets of certain subsidiaries as of December 31, 2022 and 2023, respectively, as management is not able to conclude that the future realization of such deferred tax assets are more likely than not. The amount of tax loss carried forward was RMB359,812 and RMB1,814,685 as of December 31, 2022 and 2023, respectively, for the Group’s certain subsidiaries. Movement of the valuation allowance is as follows: For Year Ended December 31, 2022 2023 RMB RMB Balance as of January 1 18,169 38,316 Additions 28,134 355,907 Reversals (7,987) (10,413) Balance as of December 31 38,316 383,810 Uncertainties exist with respect to how the current income tax law in the PRC applies to the Group’s overall operations, and more specifically, with regard to tax residency status. The EIT Law includes a provision specifying that legal entities organized outside of the PRC will be considered residents for Chinese income tax purposes if the place of effective management or control is within the PRC. The implementation rules to the EIT Law provide that non-resident legal entities will be considered PRC residents if substantial and overall management and control over the manufacturing and business operations, personnel, accounting and properties, occurs within the PRC. Despite the present uncertainties resulting from the limited PRC tax guidance on the issue, the Group does not believe that the legal entities organized outside of the PRC should be treated as residents for EIT Law purposes. If the PRC tax authorities subsequently determine that the Company and its subsidiaries registered outside the PRC should be deemed resident enterprises, the Company and its subsidiaries registered outside the PRC will be subject to the PRC income taxes, at a rate of 25%. The Group is not subject to any other uncertain tax position. According to PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or withholding agent. The statute of limitations will be extended to five years under special circumstances, which are not clearly defined (but an underpayment of tax liability exceeding RMB0.1 million is specifically listed as a special circumstance). In the case of a related party transaction, the statute of limitations is ten years. There is no statute of limitations in the case of tax evasion. From inception to 2020, the Company is subject to examination of the PRC tax authorities. As of December 31, 2022 and 2023, retained earnings and accumulated deficits of Company’s subsidiaries and VIE located in PRC were RMB1,601,313 and RMB2,332,782, respectively. The Company’s PRC subsidiaries’ retained earnings have been and would be permanently reinvested to the PRC subsidiaries. Therefore, no deferred tax liability upon dividend withholding tax was accrued. Under applicable accounting principles, a deferred tax liability should be recorded for taxable temporary differences attributable to the excess of financial reporting basis over tax basis in a consolidated VIE. However, recognition is not required in situations where the tax law provides a means by which the reported amount of that investment can be recovered tax free and the enterprise expects that it will ultimately use that means. The Group completed its feasibility analysis on a method, which the Group will ultimately execute if necessary to repatriate the undistributed earnings of the VIE without significant tax costs. As such, the Group does not accrue deferred tax liabilities on the earnings of the VIE given that the Group will ultimately use the means. |
Operating lease liabilities
Operating lease liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Operating lease liabilities | |
Operating lease liabilities | 15. Operating lease liabilities The following table discloses the weighted-average remaining lease term and weighted-average discount rate for the Group’s leases: Year ended December 31, Lease Term and Discount Rate 2022 2023 Weighted-average remaining lease term: - Operating leases 5.50 years 4.63 years Weighted-average discount rate - Operating leases 6.69 % 6.32 % The following is a maturity analysis of the annual undiscounted cash flows for the annual periods ended December 31: Fiscal Year Operating lease RMB 2024 390,362 2025 300,519 2026 197,584 2027 146,670 2028 82,532 Thereafter 192,133 Total lease commitment 1,309,800 Less: Imputed interest (177,721) Total operating lease liabilities 1,132,079 Less: current operating lease liabilities (332,983) Long-term operating lease liabilities 799,096 As of December 31, 2023, the future lease payments for short-term operating leases that are not capitalized as right-of-use assets were RMB16,105. Supplemental cash flow information related to leases for the year ended December 31, 2022 and 2023 is as follows: For Year Ended December 31, 2022 2023 RMB RMB Cash paid for amounts included in measurement of liabilities: Operating cash flows from operating leases 371,295 432,477 Right-of-use assets obtained in exchange for lease liabilities: Operating leases 54,036 429,788 During the three years ended December 31, 2021, 2022 and 2023, the Group incurred operating lease expenses of RMB319,649, RMB367,605 and RMB447,126 (excluding RMB35,386 for short-term leases not capitalized as right-of-use assets), respectively. |
Redeemable non-controlling inte
Redeemable non-controlling interests | 12 Months Ended |
Dec. 31, 2023 | |
Redeemable non-controlling interest | |
Redeemable non-controlling interests | 16. Redeemable non-controlling interests In August 2021, the Group acquired 51% equity interest of Morefun and obtained the controlling interest accordingly. Pursuant to the share purchase agreement, the Group has the right and obligation to purchase an additional Morefun’s 22% equity interest from the founders in the event that Morefun achieves the performance target stipulated in the agreement for the following three years. As the redemption of the noncontrolling interests is outside of the control of the Group, the non-controlling interests are accounted for as redeemable non-controlling interests in the Group’s consolidated balance sheets. The redeemable non-controlling interests were initially recorded at the acquisition date fair value and recognize changes in the redemption value immediately as they occur subsequently. Baotong Inc. (“Baotong”) was a wholly-owned subsidiary of the Group. In October 2021, Cainiao Smart Logistic Investment Limited (“Cainiao”) entered into a shareholder agreement with Baozun Inc. acquired 30% equity interest of Baotong with the total consideration of US$217.9 million, equivalent to RMB1,392.5 million. Pursuant to the shareholder agreement, the pre-money valuation of Baotong shall be subject to adjustment in accordance with the achievement percentage of FY2022 target net profit. Since Baotong’s net profit of FY2022 was less than the target net profit, Baozun was obliged to compensate Cainiao by cash or shares of Baotong or a combine of both. Therefore, a derivative liability of US$52.8 million, equivalent to RMB364.8 million, was recorded as of December 31, 2022. Upon the finalization and agreement of the adjustment to be of US$3.4 million, equivalent to RMB24.5 million, in 2023, the Group trued up the derivative liability with a fair value gain recorded in the consolidated statement of operations for the year ended 2023. Subsequently, the derivative liability has been settled with cash of US$10.2 million, equivalent to RMB74.0 million, and 7% share of Baotong’s equity to non-controlling shareholder with designated value of RMB100.8 million, with a gain of RMB182.2 million as additional paid-in capital of the Group. In addition, according to the agreement, if certain triggering events occur, Cainiao has the right to exercise a put option requiring Baozun to redeem Baotong's shares within 12 months starting from August 2024, at a price equal to the initial investment plus an internal rate of 6%. As of the year ended December 31, 2022 and 2023, the Company assessed the fair value of put option is immaterial. The following tables provides details of the redeemable noncontrolling interest activity for the years ended December 31, 2022 and 2023: For the year ended December 31, 2022 2023 RMB RMB Balance as of January 1 1,421,680 1,438,082 Net income attributable to redeemable non-controlling interest 43,759 45,969 Settlement of derivative liabilities with shares — 100,807 Impact from deconsolidation of a subsidiary due to loss of control (27,357) — Balance as of December 31 1,438,082 1,584,858 |
Ordinary Shares and Treasury St
Ordinary Shares and Treasury Stock | 12 Months Ended |
Dec. 31, 2023 | |
Ordinary Shares and Treasury Stock | |
Ordinary Shares and Treasury Stock | 17. Ordinary Shares and Treasury Stock On May 18, and November 30, 2021, the Company announced share repurchase plan with an aggregated amount of US$175 million over the next 12 months. For the year ended December 31, 2021, the Company repurchased 27,191,731 shares with a total amount of US$164.9 million from its shareholders, of which 19,042,105 shares with a total purchase price of US$105 million were subsequently retired. On October 5, 2022, the Company announced share repurchase plan with an maximum amount of US$80 million over the next 12 months. For the year ended December 31, 2022, the Company repurchased 24,203,643 shares with a total amount of US$68.0 million from its shareholders. The above 32,353,269 outstanding treasury shares were all cancelled during the year of 2023. For the years ended December 31, 2021, 2022 and 2023, 2,180,370, 4,503,090 and 4,801,007 share options and restricted share units were exercised and vested to Class A ordinary shares, respectively. |
Net income (loss) per share
Net income (loss) per share | 12 Months Ended |
Dec. 31, 2023 | |
Net income (loss) per share | |
Net income (loss) per share | 18. Net loss per share Basic and diluted net loss per share for each of the years presented are calculated as follows: For Year Ended December 31, 2021 2022 2023 RMB RMB RMB Numerator: Net loss (205,963) (610,374) (222,776) Net (income) loss attributable to non-controlling interests (1,505) 843 (9,677) Net income attributable to redeemable non-controlling interests (12,362) (43,759) (45,969) Net loss attributable to ordinary shareholders of Baozun Inc. (219,830) (653,290) (278,422) Net loss per share attributable to ordinary shareholders of Baozun Inc. Basic (1.02) (3.56) (1.56) Diluted (1.02) (3.56) (1.56) Net loss per ADS (1 ADS represents 3 Class A ordinary shares) attributable to ordinary shareholders of Baozun Inc. Basic (3.05) (10.69) (4.68) Diluted (3.05) (10.69) (4.68) Shares (Denominator): Weighted average number of ordinary shares Basic 216,370,290 183,274,855 178,549,849 Diluted 216,370,290 183,274,855 178,549,849 During the years ended 2021, 2022 and 2023, the Group had 527,416, 3,751,322 and 8,502,786 outstanding restricted share units and options respectively, which were excluded from the computation of diluted earnings per share as their effects would have been anti-dilutive. In applying the if-converted method, the conversion of the convertible senior notes was not assumed as the effect would have been anti-dilutive. 12,692,328 ordinary shares issued to ADS Borrowers were not considered as outstanding and were excluded from the computation of basic and diluted earnings per share for the year ended December 2021. |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related party transactions | |
Related party transactions | 19. Related party transactions The table below sets forth the major related parties and their relationships with the Group as of December 31, 2023: Name of related parties Relationship with the Group Alibaba Group Holding Limited (“Alibaba Group”) Parent company of Alibaba, one of the Group’s ordinary shareholders Ahead (Shanghai) Trade Co., Ltd. (“Ahead”) Subsidiary of Softbank, one of the Group’s ordinary shareholders Beijing Pengtai Baozun E-commerce Co., Ltd. (“Pengtai”) Equity method investee of the Group Shanghai Misako E-commerce Limited (“Misako”) Equity method investee of the Group Hangzhou Juxi Technology Co., Ltd. (“Juxi”) Equity method investee of the Group Jiangsu Shanggao Supply Chain Co., Ltd. (“Shanggao”) Equity method investee of the Group Signify Lighting Technology (Shanghai) Co., Ltd. (“Signify”) Equity method investee of the Group Shanghai Kewei E-commerce Co., Ltd. (“Kewei”) Equity method investee of the Group Hangzhou Baichen Technology Co., Ltd. (“Baichen”) Equity method investee of the Group and consolidated by the Group in October 2023 Zunrui (Nantong) E-commerce Co., Ltd. (“Zunrui”) Equity method investee of the Group and consolidated by the Group in June 2021 Hunan Leier Media Co., Ltd. (“Leier”) Equity investee of the Group Hangzhou Dajing Guangtong Network Technology Co., Ltd. (“Dajing”)”) Equity method investee of the Group and divestment in October 2022 Laifeng Brand Management (Shanghai) Co., Ltd. (“Laifeng”) Equity method investee of the Group Jiangsu Creaway Supply Chain Management Co., Ltd. (“Creaway Group”) Non-controlling shareholder of BolTone, one subsidiary of the Group Baobida IOT Technology (Suzhou) Co., Ltd. (“BBD”) Equity method investee of the Group Changsha Benwei Fresh Food Brand Management Co., Ltd. (“BW”) Equity investee of the Group Aoxue Culture Communication (Beijing) Co., Ltd. (“AX”) Equity method investee of the Group Shanghai Mansen Brand Management Co., Ltd. (“MS”) Equity investee of the Group and consolidated by the Group in April 2023 Sesame Blooming Limited Co., Ltd. (“Seasame”) Equity investee of the Group (a) The Group entered into the following transactions with its related parties: For Year Ended December 31, 2021 2022 2023 RMB RMB RMB Revenue derived from: Product sales revenue generated from Alibaba Group — 5,954 8,607 Warehousing service revenue generated from Alibaba Group 33 34,614 70,566 Store operation service revenue generated from Alibaba Group 12,313 7,523 5,728 IT service revenue generated from Pengtai 2,062 — — Store operation service revenue generated from Pengtai — 4,951 5,232 Store operation service revenue generated from Signify 6,160 5,912 6,493 Store operation service revenue generated from Kewei 1,565 938 2,985 Logistic service revenues collected by Creaway Group 68,556 64,572 12,814 Logistic service revenues generated from Creaway Group 2,333 2,239 1,363 Store operation service revenue generated from Aaoxue — 3,175 1,522 Store operation service revenue generated from Benwei — 6,321 5,375 Store operation service revenue generated from Mansen — 1,443 195 Warehousing service revenue generated from Signify 2,787 91 — Others 12 1,979 1,015 95,821 133,758 113,288 Service fees: Marketing and platform service fees paid to Alibaba Group 752,833 746,858 278,938 Logistic service fees paid to Alibaba Group 72,459 47,569 38,373 Outsourcing labor cost paid to Juxi 15,167 6,406 6,493 Marketing and platform service fees paid to Kewei 26,986 52,806 16,337 Logistic service fees paid to Shanggao 330 — — Marketing and platform service fees paid to Baichen 6,230 715 723 Outsourcing labor cost paid to Zunrui 10,273 — — Logistic service expenses advanced by Creaway Group 57,904 13,410 1,330 Logistic service expenses paid to Creaway Group 2,244 4,339 2,902 Logistic service expenses paid to BBD — 8,224 718 IT service fees paid to Alibaba Group — 10,718 12,755 Others 1,414 1,374 3,863 (b) The Group had the following balances with its related parties: As of December 31, 2022 2023 RMB RMB Amounts due from Alibaba Group (1) 38,405 48,096 Amounts due from Signify (2) 3,648 1,709 Amounts due from Kewei (3) 5,580 900 Amounts due from Pengtai 2,002 2,049 Amounts due from Creaway Group 6,906 6,631 Amounts due from BBD 19,110 — Amounts due from Leier 6,300 — Amounts due from Aaoxue 3,222 509 Amounts due from Benwei 6,564 3,815 Amounts due from Mansen 1,454 — Amounts due from Seasame — 22,747 Others 79 205 Total amount due from related parties 93,270 86,661 Amounts due to Alibaba Group (1) 21,339 30,485 Amounts due to Juxi (4) 1,507 453 Amounts due to Creaway Group 2,935 1,028 Amounts due to BBD 4,151 — Others 502 152 Total amount due to related parties 30,434 32,118 (1) Amounts due from Alibaba Group consisted of receivables of RMB 38,405 and RMB 48,096 to be collected from Alibaba Group for deposits paid to Alibaba, store operation services and warehousing services provided by the Group as of December 31, 2022 and 2023, respectively. Amounts due to Alibaba Group consisted of payables of RMB 21,339 and RMB 30,485 for logistic, marketing and platform services, and commission fees as of December 31, 2022 and 2023, respectively. (2) Amounts due from Signify consisted of the receivables for store operation services, warehousing services and IT services provided by the Group. (3) Amounts due from Kewei consisted of the receivables for store operation services provided by the Group and the advance payment made by the Group to support its operating. (4) Amounts due to Juxi consisted of the payables for outsourcing labor cost provided to the Group. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2023 | |
Commitments | |
Commitments | 20. Commitments As of December 31, 2023, the Group did not have any material contingent liabilities or commitments. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Compensation | |
Share-Based Compensation | 21. Share-Based Compensation Share incentive plan From 2010 to 2015, the Group granted 24,731,467 share options, in aggregate, under the Share Incentive Plan. As of December 31, 2019, all the options had been vested and the relating share compensation expense had been recognized in the consolidated statements of operations. No share options were granted during the years ended December 31, 2021, 2022 and 2023. Share options A summary of option activities during the year ended December 31, 2023 is presented below: Weighted Weighted Weighted Average Aggregate Average Average Remaining Intrinsic Grant-Date Number of Exercise Contractual Value of Fair Options Price Term Options Value RMB RMB USD Outstanding, as of January 1, 2023 1,887,470 0.5 1.7 22,098 2.15 Forfeited — — — — — Exercised (10,644) — — — 0.96 Outstanding, as of December 31, 2023 1,876,826 0.5 0.7 11,543 2.15 Vested and expected to vest as of December 31, 2023 1,876,826 0.5 0.7 11,543 2.15 Exercisable as of December 31, 2023 1,876,826 0.5 0.7 11,543 2.15 The aggregate intrinsic value of options exercised during the year ended December 31, 2023 was RMB11,543. Restricted share units On November 1, 2022, the Group adopted our 2022 Plan, the 2015 Plan was terminated and replaced by the 2022 Plan, the Group granted 7,099,416 restricted share units to certain employees and senior management in 2022, which vest immediately, or over a period from 3 months to 4years. Under the 2022 Plan, the Group granted 5,407,413 restricted share units to certain employees and senior management in 2023,which vest over 1 to 4 years. A summary of the restricted share units activities under the 2022 Plan during the year ended December 31, 2023 is presented below: Number of restricted share Weighted-Average units Grant-Date Fair Value RMB Outstanding and unvested, as of January 1, 2023 6,595,577 31.68 Granted 5,407,413 12.36 Vested (4,790,363) 26.53 Forfeited (586,667) 23.96 Outstanding and unvested, as of December 31, 2023 6,625,960 20.32 The fair value of restricted share units granted was determined based on the fair value of the Company’s ordinary shares on the grant date. As of December 31, 2023, there was RMB94,474 unrecognized compensation costs, net of estimated forfeitures, related to unvested restricted share units, which is expected to be recognized over a weighted-average period of 1.60 years. The Group recorded compensation expenses of RMB196,547, RMB142,381 and RMB103,449 for both share options and restricted share units for the years ended December 31, 2021, 2022 and 2023, respectively, which were classified in the accompanying consolidated statements of operations as follows: For Year Ended December 31, 2021 2022 2023 RMB RMB RMB Fulfillment 16,845 13,730 6,443 Sales and marketing 89,275 57,548 33,955 Technology and content 38,001 22,512 12,184 General and administrative 52,426 48,591 50,867 196,547 142,381 103,449 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2023 | |
Employee benefit plans | |
Employee benefit plans | 22. Employee benefit plans The Group’s PRC subsidiaries are required by law to contribute certain percentages of applicable salaries for retirement benefits, medical insurance benefits, housing funds, unemployment and other statutory benefits. The PRC government is directly responsible for the payments of such benefits. The Group contributed RMB298,108, RMB373,024 and RMB407,783 for the years ended December 31, 2021, 2022 and 2023, respectively, for such benefits. |
Restricted Net Assets
Restricted Net Assets | 12 Months Ended |
Dec. 31, 2023 | |
Restricted net assets | |
Restricted net assets | 23. Restricted net assets Pursuant to the laws applicable to the PRC’s Foreign Investment Enterprises and local enterprises, the Company’s entities in the PRC must make appropriation from after-tax profit to non-distributable reserve funds as determined by the Board of Directors of the Company. The Company’s subsidiaries and VIE, in accordance with the China Company Laws, must make appropriation from their after-tax profit (as determined under PRC GAAP) to non-distributable reserve funds including (i) statutory surplus fund, (ii) statutory public welfare fund and (iii) discretionary surplus fund. Statutory surplus fund is at least 10% of the after-tax profit as determined under PRC GAAP until such reserve has reached 50% of the registered capital of the respective company. Appropriation of the statutory public welfare fund and discretionary surplus fund are made at the discretion of the Company. The appropriation to these reserves by the Group’s PRC entities were RMB19,456, RMB16,484 and RMB21,933 for the years ended December 31, 2021, 2022 and 2023. The accumulated reserves as of December 31, 2021, 2022 and 2023 were RMB118,140, RMB134,624 and RMB156,577 respectively. As a result of these PRC laws and regulations and the requirement that distributions by PRC entities can only be paid out of distributable profits computed in accordance with PRC GAAP, the PRC entities are restricted from transferring a portion of their net assets to the Group. Amounts restricted include paid-in capital, additional-paid-in capital and the statutory reserves of the Company’s PRC subsidiaries and VIE. The aggregate amounts of capital and statutory reserves restricted which represented the amount of net assets of the relevant subsidiaries and VIE in the Group not available for distribution was RMB3,334,988 as of December 31, 2023. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Information | |
Segment Information | 24. Segment Information Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker (the “CODM”), which is identified as the chief executive officer. The CODM regularly reviews the operation data, segment profits and uses these results to evaluate the performance of, and to allocate resources to, each of the segments. After the acquisition of GAP Shanghai, being the first brand brought into Brand Management starting from February 1, 2023, the Group reorganized its business into two operating segments, which are (i) E-Commerce; (ii) Brand Management, in the purpose of better reflecting the business developments. All prior periods have been restated to reflect the new segment reporting. The following summary describes the operations in each of the Group’s operating segment: (i) E-Commerce a> BEC includes our mainland China e-commerce businesses, such as brands’ store operations, customer services and value-added services in logistics and supply chain management, IT and digital marketing. b> BZI includes our e-commerce businesses outside of mainland China, including locations such as Hong Kong, Macau, Taiwan, South East Asia and Europe. (ii) Brand Management The table below provides a summary of the Group’s reportable segment results for the year ended December 31, 2022 and 2023, with prior periods’ segment information retrospectively recast to conform to current period presentation: For the year ended December 31, 2021 2022 2023 RMB RMB RMB Net revenues: E-Commerce 9,396,256 8,400,631 7,621,114 Brand Management — — 1,271,027 Inter-segment eliminations * — — (80,128) Total consolidated net revenues 9,396,256 8,400,631 8,812,013 **Adjusted Operating Profits (Losses): E-Commerce 224,104 256,093 163,990 Brand Management — — (187,663) Total Adjusted Operating Profits (Losses) 224,104 256,093 (23,673) Inter-segment eliminations * — — — Unallocated expenses: Share-based compensation expenses (196,547) (142,381) (103,449) Amortization of intangible assets resulting from business acquisition (20,536) (39,431) (31,875) Acquisition-related expenses — (13,694) (12,171) Cancellation fees of repurchased shares — (4,650) — Loss on variance from expected contingent acquisition payment — (9,495) — Impairment of goodwill — (13,155) (35,212) Total other expenses (161,025) (613,595) (10,646) Loss before income tax (154,004) (580,308) (217,026) *The inter-segment eliminations mainly consist of revenues from services provided by E-Commerce to Brand Management. **Adjusted Operating Profits (Losses) represent segment profits (losses), which is income (loss) from operations from each segment without allocating share-based compensation expenses, acquisition-related expenses and amortization of intangible assets resulting from business acquisition. The Group’s Chief Operating Decision Maker does not evaluate the performance of the Group’s assets on a segment basis for internal management reporting and, therefore, such information is not presented. Geographic Area Information Geographic revenue information is based on the location of our customer operates. As the Group’s revenues are mainly located in the PRC and the Group revenues derived from within the PRC are RMB8,255,790 and RMB8,701,254 for the years ended 2022 and 2023, respectively. |
DIVIDEND
DIVIDEND | 12 Months Ended |
Dec. 31, 2023 | |
DIVIDEND | |
DIVIDEND | 25. DIVIDEND The Board did not recommend the distribution of any interim dividend for the year ended December 31, 2022 and 2023. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Event | |
Subsequent Event | 26. Subsequent Event During the period from April 3, 2024 to April 12, 2024, the Company repurchased from the market a total of 400,000 ADS of the Company listed on NASDAQ with an aggregate consideration of US$966,137, which have yet to be cancelled. Save as disclosed above, there was no other event that has taken place subsequent to December 31, 2023 that may have a material impact on the Group’s operating and financial performance. |
FINANCIAL INFORMATION OF PARENT
FINANCIAL INFORMATION OF PARENT COMPANY | 12 Months Ended |
Dec. 31, 2023 | |
FINANCIAL INFORMATION OF PARENT COMPANY | |
FINANCIAL INFORMATION OF PARENT COMPANY | CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (All amounts in thousands, except for share and per share data) For the year ended December 31, 2021 2022 2023 RMB RMB RMB US$ Note 3 Operating expenses: Sales and marketing — (2,362) (5,242) (738) General and administrative (18,166) (53,170) (27,376) (3,856) Other operating (expenses) income (3) 5,194 3,498 493 Total operating expenses (18,169) (50,338) (29,120) (4,101) Loss from operations (18,169) (50,338) (29,120) (4,101) Interest income 1,667 13,367 34,379 4,842 Interest expense (53,123) (15,698) — — Unrealized investment (loss) gain (209,956) (102,035) 65 9 Exchange gain (loss) 20,442 (85,795) (29,245) (4,119) Income tax expense (12,204) — — — Gain on repurchase of 1.625% convertible senior notes due 2024 — 7,907 — — Equity in income (loss) of subsidiaries and VIE 51,513 (55,940) (279,016) (39,299) Fair value (loss) gain on derivative liabilities — (364,758) 24,515 3,453 Net loss (219,830) (653,290) (278,422) (39,215) Foreign currency translation adjustment (53,847) 118,281 16,573 2,334 Comprehensive loss (273,677) (535,009) (261,849) (36,881) CONDENSED STATEMENT OF CASH FLOWS (All amounts in thousands, except for share and per share data) For the year ended December 31, 2021 2022 2023 RMB RMB RMB US$ Note 3 Cash flows from operating activities: Net loss (219,830) (653,290) (278,422) (39,215) Adjustments to reconcile net income to net cash provided by (used in) operating activities: Exchange loss (gain) (20,442) 85,795 29,245 4,119 Amortization of issuance cost of convertible senior notes 23,673 7,861 — — Equity in (loss)/income of subsidiaries and VIE (51,513) 55,940 279,016 39,299 Income tax payable 12,204 (94,298) — — Unrealized loss related to investments in equity investee 209,956 102,035 (65) (9) Gain from repurchase CB — (7,907) — — Changes in other current liabilities 2,324 13,201 (3,412) (481) Fair value loss (gain) on derivative liabilities — 364,758 (24,515) (3,453) Fair value change on contingent consideration payable — 9,495 — — Net cash (used in) provided by operating activities (43,628) (116,410) 1,847 260 Cash flows from investing activities: Loan to subsidiaries (195,673) — (621,360) (87,517) Repayment from subsidiaries to Baozun Inc. 2,256,302 1,127,579 365,226 51,441 Short term investment — (138,052) 138,052 19,444 Investments in equity investee (324,464) — — — Net cash provided (used in) by investing activities 1,736,165 989,527 (118,082) (16,632) Cash flows from financing activities: Proceeds from exercises of share options 52 3 1 — Proceeds from issuance of ordinary shares in Hong Kong public offering — — — — Payments for public offering cost (8,978) Proceeds from issuance of convertible senior notes, net of issuance cost — — — — Repurchase of ordinary shares (1,060,353) (446,636) — — Proceeds from sale of subsidiary's equity interest to Cainiao 994,766 101,189 — — Payment for short term loan — (1,759,973) — — Purchase of subsidiaries, net of cash acquired — (7,224) (13,213) (1,861) Settle derivative liabilities with Cainiao — — (73,988) (10,421) Net cash provided by (used in) financing activities (74,513) (2,112,641) (87,200) (12,282) Net increase (decrease) in cash and cash equivalents 1,618,024 (1,239,524) (203,435) (28,654) Cash and cash equivalents, beginning of year 145,311 1,894,125 783,543 113,603 Effect of exchange rate changes on cash and cash equivalents 130,790 128,942 (13,196) (5,101) Cash and cash equivalents and restricted cash, end of year 1,894,125 783,543 566,912 79,848 For the year ended December 31, 2021 2022 2023 RMB RMB RMB US$ Supplemental disclosure of cash flow information: Cash paid for interest 28,617 12,406 — — Cash paid for income tax — 94,298 — — Supplemental disclosures of non-cash investing and financing activities: Subscription receivable 101,686 — — — Unpaid Hong Kong public offering costs — — — — 1) Schedule I has been provided pursuant to the requirements of Rule 12-04(a) and 5-04(c) of Regulation S-X , which require condensed financial information as to the financial position, changes in financial position and results of operations of a parent company as of the same dates and for the same periods for which audited consolidated financial statements have been presented when the restricted net assets of consolidated subsidiaries exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year. 2) The condensed financial information has been prepared using the same accounting policies as set out in the consolidated financial statements except that the equity method has been used to account for investments in its subsidiaries and VIE. For the parent company, the Company records its investments in subsidiaries and VIE under the equity method of accounting as prescribed in ASC 323, Investments-Equity Method and Joint Ventures . Such investments are presented on the Condensed Balance Sheets as ‘‘Investment in subsidiaries and VIE’’ and the subsidiaries and VIE’ profit or loss as ‘‘Equity in income/loss of subsidiaries’’ on the Condensed Statements of Operations and Comprehensive Income. Ordinarily under the equity, an investor in an equity method investee would cease to recognize its share of the losses of an investee once the carrying value of the investment has been reduced to nil absent an undertaking by the investor to provide continuing support and fund losses. For the purpose of this Schedule I, the parent company has continued to reflect its share, based on its proportionate interest, of the losses of subsidiaries and VIE regardless of the carrying value of the investment even though the parent company is not obligated to provide continuing support or fund losses. 3) Translations of balances in the Additional Financial Information of Parent Company-Financial Statements Schedule I from RMB into US$ as of and for the year ended December 31, 2023 are solely for the convenience of the readers and were calculated at the rate of US$1.00 = RMB 7.0999 , representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on December 29, 2023. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on December 29, 2023, or at any other rate. 4) As of December 31, 2022 and 2023, there were no material contingencies, significant provisions of long-term obligations, mandatory dividend or redemption requirements of redeemable stocks or guarantees of the Company. |
Summary of Significant Princi_2
Summary of Significant Principal Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Principal Accounting Policies | |
Basis of presentation | (a) Basis of presentation The consolidated financial statements are prepared and presented in accordance with accounting principles generally accepted in the United States of America (‘‘U.S. GAAP’’). |
Basis of consolidation | (b) Basis of consolidation The consolidated financial statements include the financial statements of the Company, its subsidiaries and the VIE. All transactions and balances among the Company, its subsidiaries and the VIE have been eliminated upon consolidation. A consolidated subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting power or has the power to: appoint or remove the majority of the members of the board of directors; cast a majority of votes at the meeting of the board of directors; or govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders. U.S. GAAP provides guidance on the identification of VIE and financial reporting for entities over which control is achieved through means other than voting interests. The Group evaluates each of its interests in an entity to determine whether or not the investee is a VIE and, if so, whether the Group is the primary beneficiary of such VIE. In determining whether the Group is the primary beneficiary, the Group considers if the Group (1) has power to direct the activities that most significantly affects the economic performance of the VIE, and (2)receives the economic benefits of the VIE that could be significant to the VIE. If deemed the primary beneficiary, the Group consolidates the VIE. The VIE arrangements Applicable PRC laws and regulations currently limit foreign ownership of companies that provide internet content distribution services. The Company is deemed a foreign legal person under PRC laws and accordingly subsidiaries owned by the Company are ineligible to engage in provisions of internet content or online services. Shanghai Zunyi was established by two of the Company’s Founding Shareholders in December 2010 and had no operations until July 2014. To provide the Group effective control over Shanghai Zunyi and receive substantially all of the economic benefits of Shanghai Zunyi, Shanghai Baozun entered into a series of contractual arrangements, described below, with Shanghai Zunyi and its individual shareholders. The agreements that provide the Company effective control over the VIE include: (i) donate, pledge, or otherwise dispose any equity interests of Shanghai Zunyi in any way. The acquisition price for the shares or assets will be the minimum amount of consideration permitted under the PRC law at the time when the option is exercised. The agreement can be early terminated by Shanghai Baozun, but not by Shanghai Zunyi or its shareholders. The agreements that transfer economic benefits to the Company include: (i) (ii) These contractual arrangements allow the Company, through its wholly owned subsidiary, Shanghai Baozun, to effectively control Shanghai Zunyi, and to derive substantially all of the economic benefits from them. Accordingly, the Company treats Shanghai Zunyi as VIE and because the Company is the primary beneficiary of Shanghai Zunyi, the Company has consolidated the financial results of Shanghai Zunyi since July 2014. Risks in relation to the VIE structure The Company believes that the contractual arrangements with Shanghai Zunyi governed by PRC laws are valid, binding and enforceable, and do not result in any violation of mandatory requirements of applicable PRC laws or regulations currently in effect based on the legal advice of the Company’s PRC legal counsel. However, uncertainties regarding the interpretation and application of PRC laws and rules could limit the Company’s ability to enforce these contractual arrangements and the interests of the shareholders of Shanghai Zunyi may diverge from that of the Company and that may potentially increase the risk that they would seek to act contrary to the contractual terms, for example by influencing Shanghai Zunyi not to pay the service fees when required to do so. The Company’s ability to control Shanghai Zunyi also depends on the power of attorney Shanghai Baozun has to vote on all matters requiring shareholder approval. As noted above, the Company believes this power of attorney is legally enforceable but may not be as effective as direct equity ownership. In addition, if the legal structure and contractual arrangements were found to be in violation of any existing PRC laws and regulations, the Group may be subject to fines and the PRC government could: ● revoke the Group’s business and operating licenses; ● require the Group to discontinue or restrict the Group’s operations; ● restrict the Group’s right to collect revenues; ● block the Group’s websites; ● require the Group to restructure its operations in such a way as to compel the Group to establish a new enterprise, re-apply for the necessary licenses or relocate its businesses, staff and assets; ● impose additional conditions or requirements with which the Group may not be able to comply; or ● take other regulatory or enforcement actions against the Group that could be harmful to its business. The imposition of any of these penalties may result in a material and adverse effect on the Group’s ability to conduct its business. In addition, if the imposition of any of these penalties causes the Group to lose the rights to direct the activities of Shanghai Zunyi or the right to receive its economic benefits, the Group would no longer be able to consolidate the entity. The following amounts and balances of Shanghai Zunyi and its subsidiary were included in the Group’s consolidated financial statement: As of December 31, 2022 2023 RMB RMB Cash and cash equivalent 44,076 76,866 Accounts receivable, net 220,229 179,983 Inventories 160 106 Advances to suppliers 2,041 4,079 Amounts due from related parties 3 5 Prepayments and other current assets 1,632 2,923 Property and equipment, net 1,495 1,365 Intangible assets, net 38,126 19,076 Total assets 307,762 284,403 Accounts payable 19,469 3,916 Amounts due to related parties 15,727 3 Income tax payables 959 3,300 Accrued expenses and other current liabilities 81,374 36,844 Total liabilities 117,529 44,063 For Year Ended December 31, 2021 2022 2023 RMB RMB RMB Net revenues 748,214 572,360 548,439 Net income 575,519 433,204 431,026 Net cash provided by operating activities 750,309 183,899 530,391 Net cash used in investing activities (10,246) (4,053) (2,504) The VIE contributed 8.62% 6.81% and 6.22% of the consolidated net revenues for the years ended December 31, 2021, 2022 and 2023, respectively. As of December 31, 2022 and 2023, the VIE accounted for 3.04% and 2.72% of the consolidated total assets, and 2.63% and 0.95% of the consolidated total liabilities, respectively. There are no assets of the VIE that are collateral for the obligations of the VIE and can only be used to settle the obligations of the VIE. There are no terms in any arrangements, considering both explicit arrangements and implicit variable interests that require the Company or its subsidiaries to provide financial support to the VIE. However, if the VIE ever needs financial support, the Company or its subsidiaries may, at its option and subject to statutory limits and restrictions, provide financial support to its VIE through loans to the shareholders of the VIE or entrustment loans to the VIE. Relevant PRC laws and regulations restrict the VIE from transferring a portion of their net assets, equivalent to the balance of its paid-in capital, additional paid-in capital and statutory reserve, to the Company in the form of loans and advances or cash dividends. |
Use of estimates | (c) Use of estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent liabilities at the balance sheet date, and the reported revenues and expenses during the reported period in the consolidated financial statements and accompanying notes. Significant accounting estimates are used for inventory write-down, assumptions used in purchase price allocation arising from business combination and impairment of goodwill. |
Fair value | (d) Fair value Authoritative literature provides a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows: ● Level 1-inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. ● Level 2-inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3-inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. The Group’s short-term financial instruments include cash and cash equivalents, restricted cash, short-term investments, receivables, payables, other current assets, amounts due from related parties, other current liabilities, amounts due to related parties and short-term loan. The carrying amounts of these short-term financial instruments approximate their fair values due to the short-term maturity of these instruments. The following table presents our assets that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy. As of December 31, 2022 Fair Value Measurements at Reporting Date Using Description Quoted Prices in Active Markets for Identical Assets Significant Other Significant Unobservable (Level 1) Observable Inputs (Level 2) Inputs (Level 3) Equity securities with readily determinable fair value 112,115 — — Derivative liabilities — — 364,758 As of December 31, 2023 Fair Value Measurements at Reporting Date Using Description Quoted Prices in Active Markets for Identical Assets Significant Other Significant Unobservable (Level 1) Observable Inputs (Level 2) Inputs (Level 3) Equity securities with readily determinable fair value 44,260 — — Equity securities with readily determinable fair value are valued using a market approach based on the quoted market prices or broker/dealer quotes of identical or comparable instruments. Level 3 fair value of derivative liability is determined based on the pre-money valuation adjustment computed in accordance with the shareholder agreement (see Note 16). The determination of fair value required significant judgement by management with respect to the achievement of target net profit of Baotong Inc. in 2022. Certain assets are measured at a non-recurring basis. The following table presents the asset classification, the fair value and the non-recurring losses recognized for the years ended December 31, 2022 and 2023 due to impairment of the related assets. As of December 31, 2022 Fair Value Measurements at Reporting Date Using Description Significant Other Significant Unobservable Observable Inputs (Level 2) Inputs (Level 3) Total Loss for the Year Equity securities without readily determinable fair values 87,750 — 8,400 Goodwill — 336,326 13,155 As of December 31, 2023 Fair Value Measurements at Reporting Date Using Description Significant Unobservable Inputs (Level 3) Total Loss for the Year Goodwill 312,464 35,212 The Company performed fair value adjustment to an equity security without readily determinable fair values resulting from observable price changes in orderly transactions for identical instruments in the year ended December 31, 2022. Goodwill was valued using the income approach based on discounted cash flows of the reporting units that goodwill was assigned to. The fair value measurement incorporates certain assumptions including projected revenue, growth rates and projected operating profits based on current economic condition, expectation of management and projected trends of current operating results which are significant unobservable inputs. |
Concentration and risks | (e) Concentration and risks Concentration of customers and suppliers The following customer accounted for 10% or more of net revenues for the years ended December 31, 2021, 2022 and 2023: For Year Ended December 31, 2021 2022 2023 RMB RMB RMB A 989,904 1,094,564 976,028 The following customer accounted for 10% or more of balances of accounts receivable as of December 31, 2022 and 2023: As of December 31, 2022 2023 RMB RMB A 477,915 406,578 The following supplier accounted for 10% or more of purchases for the years ended December 31, 2021, 2022 and 2023: For Year Ended December 31, 2021 2022 2023 RMB RMB RMB B 1,487,017 1,007,377 761,488 Concentration of credit risk Financial instruments that potentially subject the Group to significant concentrations of credit risk primarily consist of cash and cash equivalents, restricted cash, accounts receivable, short-term investments, amounts due from related parties. As of December 31, 2022 and 2023, all of the Group’s cash and cash equivalents, restricted cash, short-term investments were held by major financial institutions located in the PRC, Hong Kong, Japan and Taiwan which management believes are of high credit quality. Accounts receivable and amounts due from related parties are typically unsecured and are derived from revenues earned from customers in the PRC. The risk with respect to accounts receivable is mitigated by credit evaluations the Group performs on its customers and its ongoing monitoring process of outstanding balances. Foreign Currency Risk Renminbi (“RMB”) is not a freely convertible currency. The State Administration of Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of RMB into foreign currencies. The value of RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. The Group had aggregated amounts of RMB1,898,378 and RMB2,295,006 of cash and cash equivalents, restricted cash and short-term investments denominated in RMB as of December 31, 2022 and 2023, respectively. |
Foreign currency translation | (f) Foreign currency translation The Group’s reporting currency is RMB. The functional currency of the Company is the United States dollar (“US$”). The functional currency of the Group’s entities incorporated in Hong Kong is Hong Kong dollars (“HK$”). The functional currency of the Group’s subsidiaries in PRC is RMB. Monetary assets and liabilities denominated in currencies other than the applicable functional currencies are translated into the functional currencies at the prevailing rates of exchange at the balance sheet date. Nonmonetary assets and liabilities are remeasured into the applicable functional currencies at historical exchange rates. Transactions in currencies other than the applicable functional currencies during the year are converted into the functional currencies at the applicable rates of exchange prevailing at the transaction dates. Transaction gains and losses are recognized in the consolidated statements of operations. Assets and liabilities are translated from each entity’s functional currency to the reporting currency at the exchange rate on the balance sheet date. Equity amounts are translated at historical exchange rates, and revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as foreign currency translation adjustment and are shown as a separate component of other comprehensive income (loss) in the consolidated statements of changes in shareholders’ equity and consolidated statements of comprehensive income. |
Convenience translation | (g) Convenience translation The Group’s business is primarily conducted in PRC and almost all of its revenues are denominated in RMB. However, periodic reports made to shareholders will include current period amounts translated into USD using the then current exchange rates, for the convenience of the readers. Translations of balances in the consolidated balance sheets, and consolidated statements of operations, comprehensive loss and cash flows from RMB into USD as of and for the year ended December 31, 2023 are solely for the convenience of the readers outside PRC and were calculated at the rate of US$1.00=RMB7.0999 representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on December 29, 2023. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into USD at that rate on December 29, 2023, or at any other rate. |
Cash and cash equivalents | (h) Cash and cash equivalents Cash and cash equivalents consist of cash on hand, demand deposits and highly liquid investments with an original maturity of less than three months. |
Restricted cash | (i) Restricted cash Restricted cash primarily consists of (i) minimum cash deposits or cash collateral deposits required to be maintained with certain banks under the Group’s borrowing arrangements or in relation to bank guarantees issued on behalf of the Group (ii) deposit required by its business partners and (iii) security for issuance of commercial acceptance notes mainly relating to purchase of inventories. In the event that the obligation to maintain such deposits is expected to be terminated within the next twelve months, these deposits are classified as current assets. Otherwise, they are classified as non-current assets. All restricted cash is held by major financial institutions in segregated accounts. |
Short-term investments | (j) Short-term investments Short-term investments primarily comprise of time deposits with maturities between three months and one year. The Group pledged RMB180,000 of the short-term investments for the years ended December 31, 2023. |
Accounts receivable, net | (k) Accounts receivable, net Accounts receivable represents amounts due from customers and are recorded net of allowance for credit losses. The Group has developed a current expected credit loss model based on historical experience, the age of the accounts receivable balances, credit quality of its customers, current economic conditions, forecasts of future economic conditions, and other factors that may affect its ability to collect from customers. |
Inventories | (l) Inventories Inventories consisting of products available for sale, are valued at the lower of cost or market. Cost of inventories is determined using the weighted average cost method. Valuation of inventories is based on currently available information about expected recoverable value. The estimate is dependent upon factors such as historical trends of similar merchandise, inventory aging, historical and forecasted consumer demand and promotional environment. |
Investments | (m) Investments The Group uses the equity method to account for an equity investment over which it has significant influence but does not own a majority equity interest or otherwise control. The Group records equity method adjustments in share of earnings and losses. Equity method adjustments include the Group’s proportionate share of investee income or loss, adjustments to recognize certain differences between the Group’s carrying value and its equity in net assets of the investee at the date of investment, impairments, and other adjustments required by the equity method. Dividends received are recorded as a reduction of carrying amount of the investment. Cumulative distributions that do not exceed the Group’s cumulative equity in earnings of the investee are considered as a return on investment and classified as cash inflows from operating activities. Cumulative distributions in excess of the Group’s cumulative equity in the investee’s earnings are considered as a return of investment and classified as cash inflows from investing activities. Equity investments with readily determinable fair value and over which the Group does not have significant influence are initially and subsequently recorded at fair value, with changes in fair value reported in earnings. Equity securities without readily determinable fair values and over which the Group does not have significant influence are measured and recorded using a measurement alternative that measures the securities at cost minus impairment, if any, and plus or minus changes resulting from qualifying observable price changes. |
Property and equipment, net | (n) Property and equipment, net Property and equipment are stated at cost less accumulated depreciation and impairment. Property and equipment are depreciated at rates sufficient to write off their costs less impairment and residual value, if any, over the estimated useful lives on a straight-line basis. The estimated useful lives and residual rates are as follows: Classification Useful years Residual rate Electronic devices 3 years 0% - 5% Vehicle 5 years 5% Furniture and office equipment 5 years 5% Machinery 10 years 5% Buildings 44 years 5% Leasehold improvement Over the shorter of the expected life of leasehold improvements or the lease term 0% Repairs and maintenance costs are charged to expenses as incurred, whereas the cost of renewals and betterment that extends the useful lives of property and equipment are capitalized as additions to the related assets. Gains and losses from the disposal of property and equipment are included the consolidated statements of operations. |
Intangible assets, net | (o) Intangible assets, net Intangible assets and the related useful lives are as follows: Item Useful years Internally developed software 3 years Trademark 10 years Supplier relationship 10 years Customer relationship From 2 years to 10 years Brand 5 years Franchising 8 years Technology From 3 years to 5 years Intangible assets are recorded at the cost to acquire these assets less accumulated amortization. Amortization of intangible assets is computed using the straight-line method over their estimated useful lives. For internally developed software, the Group expenses all internal-use software costs incurred in the preliminary project stage and capitalized direct costs associated with the development of internal-use software. The internally developed software consisted mainly of order management, customer management and retailing solution systems. Trademark, supplier relationship, customer relationship, brand, franchising and technology are acquired from the Group’s business combinations. |
Goodwill | (p) Goodwill Goodwill represents the excess of the purchase consideration over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed from the acquired entity as a result of the Company’s acquisition of interests in a subsidiary. Goodwill is not amortized but is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that it might be impaired. Goodwill is not depreciated or amortized but is tested for impairment on an annual basis as of December 31, and in between annual tests when an event occurs or circumstances change that could indicate that the asset might be impaired. In accordance with ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”) issued by the Financial Accounting Standards Board (“FASB”) guidance on testing of goodwill for impairment, the Group first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If as a result of its qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is mandatory. Otherwise, no further testing is required. The quantitative impairment test consists of a comparison of the fair value of each reporting unit with its carrying amount, including goodwill. If the carrying amount of each reporting unit exceeds its fair value, an impairment loss equal to the difference between the fair value of the reporting unit and its carrying amount will be recorded. |
Impairment of long-lived assets | (q) Impairment of long-lived assets The Group evaluates the recoverability of long-lived assets with determinable useful lives whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. The Group measures the carrying amount of long-lived asset against the estimated undiscounted future cash flows associated with it. Impairment exists when the sum of the expected future net cash flows is less than the carrying value of the asset being evaluated. Impairment loss is calculated as the amount by which the carrying value of the asset exceeds its fair value. Fair value is estimated based on various valuation techniques and assumptions including future cash flows over the life of the asset being evaluated and discount rate. These assumptions require significant judgment and may differ from actual results. No impairment was recognized for any of the years ended December 31, 2021, 2022 and 2023. |
Revenue | (r) Revenue The Group provides brand e-commerce solutions to its brand partners. And its revenues are derived principally from product sales and provision of services. Product Sales The Group generates product sales revenues primarily through selling products purchased from brand partners and/or their authorized distributors to customers under the distribution model. Under this model, the Group identifies one performance obligation which is to sell goods directly to the customers through online stores it operates. Revenue under the distribution model is recognized on a gross basis and presented as product sales on the consolidated statements of operations, because (i) the Group rather than the brand partner, is primarily responsible for fulfilling the promise to provide the specified good; (ii) the Group bears the physical and general inventory risk once the products are delivered to its warehouse; and (iii) the Group has discretion in establishing price. Upon acquisition of Gap in February 2023, product sales revenue also includes selling products of own brands through both offline stores and online stores. Product sales, net of discounts, return allowances, value added tax and related surcharges are recognized when customers accept the products upon delivery. Revenues are measured as the amount of consideration the Group expects to receive in exchange for transferring products to customers. Return allowances, which reduce revenue, are estimated utilizing the most likely amount method based on historical data the Group has maintained and its analysis of returns by categories of products. The majority of the Group’s customers make online payments through third-party payment platforms when they place orders on websites of the Group’s online stores. The funds will not be released to the Group by these third-party payment platforms until the customers accept the delivery of the products at which point the Group recognizes sales of products. A portion of the Group’s customers pay upon the receipt of products. The Group’s delivery service providers collect the payments from its customers for the Group. The Group records a receivable on the balance sheet with respect to cash held by third-party couriers. Services The Group acts as a service provider, under the consignment or service fee model, to facilitate its brand partners’ online sales of their branded products with the performance obligations to provide a variety of e-commerce services, which may include any combination of IT solutions, online store operation, digital marketing, customer service and warehousing and fulfillment services. Each type of the services provided is considered as one performance obligation as they are distinct from other services. Most of the Group’s service contracts include multiple performance obligations. The Group charges its brand partners a combination of fixed fees and/or variable fees based on the value of merchandise sold, number of orders fulfilled or other variable factors. The transaction price is allocated to each performance obligation using the relative stand-alone selling price. The Group generally determines the stand-alone selling price based on the prices charged to comparable customers or expected cost plus margin. Revenue generated from IT solutions such as one-time online store design and setup services is recognized when the services are rendered while revenue generated from other types of services are recognized over the service term. The Group applies the practical expedient to recognize revenue from the services, except for one-time online store design and setup services, in the amount which the Group has a right to invoice on a monthly basis with a credit period of one month to four months. The Group acts as the principal in its service provision but not in product sales of its brand partners, and therefore, only recognizes service fees as revenue in the consolidated statements of operations. All the costs that the Group incurs in the provision of services are classified as operating expenses on the consolidated statements of operations. Contract balances Timing of revenue recognition may differ from the timing of invoicing to customers. Accounts receivable represents amounts invoiced and revenue recognized prior to invoicing when the Group has satisfied its performance obligation and has the unconditional right to payment. The Group sometimes receives advance payments from consumers before the service is rendered, which is recorded as advance from customers included in the accrued expenses and other current liabilities on the consolidated balance sheet. Practical Expedients and Exemptions The Group elects not to disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less (ii) contracts for which the Group recognizes revenue at the amount it has the right to invoice for services performed and (iii) contracts with variable consideration related to wholly unsatisfied performance obligations. |
Cost of products | (s) Cost of products Cost of product consists of the purchase price of products and inbound shipping charges, as well as inventory write-downs. Shipping charges to receive products from the suppliers are included in the inventories, and recognized as cost of products upon sale of the products to the customers. Cost of products does not include other direct costs related to product sales such as shipping and handling expense, payroll and benefits of logistic staff, logistic centers rental expenses and depreciation expenses, etc. Therefore, the Group’s cost of products may not be comparable to other companies which include such expenses in their cost of products. |
Rebates | (t) Rebates Rebates are provided by brand partners under the distribution model and determined based on the product purchase volume on a monthly, quarterly or annual basis. The Group accounts for the volume rebates as a reduction to the price it pays for the products subject to the rebate determination. Volume rebates are estimated based on the Group’s past experience and current forecasts and recognized as the Group makes progress towards the purchase threshold. Rebates are also provided as negotiated between the Group and its brand partners, which is recorded as reductions of cost of products in the consolidated statements of operations when the amounts are agreed by both parties. |
Fulfillment | (u) Fulfillment Fulfillment costs represent shipping and handling expenses, payment processing and related transaction costs, rental expenses of leased warehouses, packaging material costs and costs incurred in outbound shipping, and operating and staffing the Group’s fulfillment and customer service center, including costs attributable to buying, receiving, inspecting and warehousing inventories and picking, packaging and preparing customer orders for shipment. |
Sales and marketing | (v) Sales and marketing Sales and marketing expenses consist of payroll, bonus and benefits of sales and marketing staff, advertising costs, agency fees and costs for promotional materials. Advertising costs are expensed as incurred. Advertising and promotion costs are primarily related to the provision of marketing and promotion services to brand clients and consist of fees the Group pays to third party venders for advertising and promotion on various online and offline channels. Such costs were included as sales and marketing in the consolidated statements of operations and totaled RMB 1,359,991, RMB1,324,908 and RMB 1,249,110 for the years ended December 31, 2021, 2022 and 2023, respectively. |
Technology and content | (w) Technology and content Technology and content expenses consist primarily of technology infrastructure expenses, payroll and related expenses for employees in technology and system department, editorial content costs, as well as costs associated with computers, storage and telecommunication infrastructure for internal use. |
General and administrative | (x) General and administrative General and administrative expenses consist of payroll related expenses for corporate employees, professional service fees, brand management costs, allowance for credit losses and other corporate overhead costs. |
Other operating income (expense), net | (y) Other operating income (expense), net Other operating income mainly consists of government subsidies. Government subsidies consist of cash subsidies received by the Company’s subsidiaries in the PRC from local governments. Subsidies received as incentives for conducting business in certain local districts with no performance obligation or other restriction as to the use are recognized when cash is received. Cash subsidies of RMB 41,256, RMB 72,883 and RMB92,895 were included in other operating income (expenses), net for the years ended December 31, 2021, 2022 and 2023, respectively. Subsidies received with performance obligations are recognized when all the obligations have been fulfilled. |
Share-based compensation | (z) Share-based compensation The Company grants share options and restricted share units to eligible employees, management and directors and accounts for these share-based awards in accordance with ASC 718 Compensation-Stock Compensation. Employees’ share-based awards are measured at the grant date fair value of the awards and recognized as expenses (a) immediately at grant date if no vesting conditions are required; or (b) over the requisite service period, net of estimated forfeitures. All transactions in which goods or services are received in exchange for equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. In determining the fair value of the restricted share units granted, the closing market price of the underlying shares on the grant date is applied. Forfeitures are estimated at the time of grant and revised in the subsequent periods if actual forfeitures differ from those estimates. For modification of share-based awards, the Company records the incremental fair value of the modified award as share-based compensation on the date of modification for vested awards or over the remaining vesting period for unvested awards with any remaining unrecognized compensation expenses of the original awards. The incremental compensation is the excess of the fair value of the modified award on the date of modification over the fair value of the original award immediately before the modification. |
Income tax | (aa) Income tax Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. The Group accounts for current income taxes on the basis of net income for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions. The Group accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the temporary differences between the financial statements carrying amounts and tax bases of existing assets and liabilities by applying enacted statutory tax rates that will be in effect in the period in which the temporary differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, based upon the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized in the consolidated statements of operations in the period of change. The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes. |
Operating leases as lessee | (ab) Operating leases as lessee Under the lease accounting standard, the Company determines if an arrangement is a lease or contains a lease at lease inception. For operating leases, the Company recognizes a right-of-use asset and a lease liability based on the present value of the lease payments over the lease term on the consolidated balance sheets at commencement date. The Company estimates its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. Lease expense is recorded on a straight-line basis over the lease term. The Company elected the practical expedient not to separate lease and non-lease components of contracts and the short-term lease exemption for all contracts with lease terms of 12 months or less. The land use right acquired in 2017 represents lease prepayments to the local government authorities which is separately presented in the consolidated balance sheets. The Company determines its land use right agreement contains an operating lease Land use right is carried at cost less accumulated amortization and impairment losses. Amortization has been provided on a straight-line basis over 44 years, the life of the land use right. The amortization expenses of the land use right were RMB1,026 for the years ended December 31, 2021, 2022, and 2023, respectively. As of December 31, 2023 the land use right has a remaining useful life of 38 years. |
Comprehensive income | (ac) Comprehensive income Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. For the periods presented, the Group’s comprehensive income includes net income and foreign currency translation adjustments and is presented in the consolidated statements of comprehensive income. |
Earnings (Loss) per share | (ad) Earnings (Loss) per share Basic earnings per ordinary share is computed by dividing net income attributable to ordinary shareholders by weighted average number of ordinary shares outstanding during the period. Diluted earnings per ordinary share reflects the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised or converted into ordinary shares, which consist of the ordinary shares issuable upon the conversion of the convertible senior notes (using the if-converted method) and ordinary shares issuable upon the exercise of stock options and vest of restricted share units (using the treasury stock method). The loaned shares under the ADS lending agreement are excluded from both the basic and diluted earnings per share calculation unless default of the ADS lending arrangement occurs, which the Group considers improbable. |
Redeemable non-controlling interests | (ae) Redeemable non-controlling interests Redeemable non-controlling interests (“RNCI”) represent interests of certain third parties that are not mandatorily redeemable but redeemable for cash at a fixed or determinable price or a fixed or determinable date, at the option of the holder or upon the occurrence of an event that is not solely within the control of the Company. These interests are classified in the “redeemable non-controlling interest” section of the consolidated balance sheet, outside of shareholders’ equity. RNCI are initially recorded at the acquisition date fair value and subsequently are recorded at the higher of (1) the cumulative amount that would result from applying the measurement guidance in ASC 810-10 (i.e., initial carrying amount, increased or decreased for the noncontrolling interest’s share of net income or loss, OCI or other comprehensive loss, and dividends) or (2) the redemption price. When it is probable that the noncontrolling interests that are not currently redeemable will become redeemable, the Group recognizes changes in the redemption price immediately as they occur. |
Business combinations | (af) Business combinations U.S. GAAP requires that all business combinations to be accounted for under the acquisition method. Following the acquisition method, the cost of an acquisition is measured as the aggregate of the fair value at the date of exchange of the assets given, liabilities incurred, and equity instruments issued. The costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total of cost of acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated statements of operations and comprehensive loss. The determination and allocation of fair values to the identifiable assets acquired and liabilities assumed is based on various assumptions and valuation methodologies requiring considerable management judgments. The most significant variables in these valuations are discount rates, terminal values, the number of years on which to base the cash flow projections, as well as the assumptions and estimates used to determine the cash inflows and outflows. Management determines discount rates to be used based on the risk inherent in the related activity’s current business model and industry comparisons. Terminal values are based on the expected life of assets and forecasted life cycle and forecasted cash flows over that period. Although the Group believes that the assumptions applied in the determination are reasonable based on information available at the date of acquisition, actual results may differ from the forecasted amounts and the difference could be material. |
Treasury Stock | (ag) Treasury Stock Treasury shares represent ordinary shares repurchased by the Company that are no longer outstanding and are held by the Company. The repurchase of ordinary shares is accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. When the treasury stock is retired, an excess of repurchase price over par is allocated between additional paid-in capital and retained earnings. |
Segment information | (ah) Segment information Prior to January 31, 2023, the Group operates its business in a single segment. With the acquisition of GAP Shanghai, the Group reorganized its business into two segments: E-Commerce segment and Brand Management segment. The segment information is set out in Note 24. |
Recently issued accounting pronouncements | (ai) Recently issued accounting pronouncements In December, 2022, the FASB issued ASU 2022-06 to defer the sunset date of ASC 848 until December 31, 2024. The Update extends the period of time preparers can utilize the reference rate reform relief guidance. The ASU became effective upon issuance. In December 2022, we adopted the updated standard and the adoption of this standard did not have a material impact on our financial statements and related disclosures. In December 2021, the Organization for Economic Cooperation and Development (“OECD”), which is an international public policy setting organization comprised of member countries including the U.S., published a proposal for the establishment of a global minimum tax rate of 15% (the “Pillar Two rule”). The OECD has recommended that the Pillar Two rule become effective for fiscal years beginning after January 1, 2024, member counties are in various stages of implementation and the OECD continues to refine technical guidance. We are closely monitoring developments of the Pillar Two rule and are currently evaluating the potential impact in each of the countries we operate in. |
Organization and Principal Ac_2
Organization and Principal Activities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization and Principal Activities | |
Schedule of major subsidiaries and VIE | As of December 31, 2023, the Company’s major subsidiaries and VIE which, in the opinion of the directors of the Company, principally affected the results, assets or liabilities of the Group are as follows: Date of Place of Issued share Incorporation Incorporation/Opearation capital/Paid Legal /Acquisition and legal status in capital ownership Subsidiaries: Baozun Hong Kong Holding Limited 10-Jan-14 HK HKD 10,000 100 % Shanghai Baozun E-commerce Limited (“Shanghai Baozun”) 11-Nov-03 PRC/wholly foreign owned RMB1,800,000,000 100 % Shanghai Bodao E-commerce Limited 30-Mar-10 PRC/limited liability Company RMB10,000,000 100 % Shanghai Yingsai Advertisement Limited 30-Mar-10 PRC/limited liability Company RMB8,648,649 100 % Baozun Hongkong Limited 11-Sep-13 HK HKD10,000,000 100 % Shanghai Fengbo E-commerce Limited 29-Dec-11 PRC/limited liability Company RMB10,000,000 100 % Baozun Hongkong Investment Limited 21-July-15 HK HKD 100,000 100 % Baotong Inc. 19-Jun-19 Cayman USD 10,681.32 63 % Baotong Hong Kong Holding Limited 5-May-16 HK HKD 10,000 63 % Baotong E-logistics Technology (Suzhou) Limited 27-Mar-17 PRC/wholly foreign owned enterprise RMB260,252,000 63 % Baozun Brand Management Limited 07-Oct-22 HK RMB 100,000,000 100 % White Horse Hongkong Holding Limited 08-Nov-22 HK RMB10,000,000 100 % Gap (Shanghai) Commercial Co., Ltd. 31-Jan-23 PRC USD 257,551,995 100 % VIE: Shanghai Zunyi Business Consulting Ltd. (“Shanghai Zunyi”) 31-Dec-10 PRC/variable interest entity RMB50,000,000 N/A |
Summary of Significant Princi_3
Summary of Significant Principal Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Principal Accounting Policies | |
Schedule of amounts and balances of Shanghai Zunyi were included in the Group's consolidated financial statement after the elimination of intercompany balances and transactions | As of December 31, 2022 2023 RMB RMB Cash and cash equivalent 44,076 76,866 Accounts receivable, net 220,229 179,983 Inventories 160 106 Advances to suppliers 2,041 4,079 Amounts due from related parties 3 5 Prepayments and other current assets 1,632 2,923 Property and equipment, net 1,495 1,365 Intangible assets, net 38,126 19,076 Total assets 307,762 284,403 Accounts payable 19,469 3,916 Amounts due to related parties 15,727 3 Income tax payables 959 3,300 Accrued expenses and other current liabilities 81,374 36,844 Total liabilities 117,529 44,063 For Year Ended December 31, 2021 2022 2023 RMB RMB RMB Net revenues 748,214 572,360 548,439 Net income 575,519 433,204 431,026 Net cash provided by operating activities 750,309 183,899 530,391 Net cash used in investing activities (10,246) (4,053) (2,504) |
Schedule of assets that are measured at fair value on a recurring and non-recurring basis | As of December 31, 2022 Fair Value Measurements at Reporting Date Using Description Quoted Prices in Active Markets for Identical Assets Significant Other Significant Unobservable (Level 1) Observable Inputs (Level 2) Inputs (Level 3) Equity securities with readily determinable fair value 112,115 — — Derivative liabilities — — 364,758 As of December 31, 2023 Fair Value Measurements at Reporting Date Using Description Quoted Prices in Active Markets for Identical Assets Significant Other Significant Unobservable (Level 1) Observable Inputs (Level 2) Inputs (Level 3) Equity securities with readily determinable fair value 44,260 — — As of December 31, 2022 Fair Value Measurements at Reporting Date Using Description Significant Other Significant Unobservable Observable Inputs (Level 2) Inputs (Level 3) Total Loss for the Year Equity securities without readily determinable fair values 87,750 — 8,400 Goodwill — 336,326 13,155 As of December 31, 2023 Fair Value Measurements at Reporting Date Using Description Significant Unobservable Inputs (Level 3) Total Loss for the Year Goodwill 312,464 35,212 |
Schedule of concentration of customers and suppliers | The following customer accounted for 10% or more of net revenues for the years ended December 31, 2021, 2022 and 2023: For Year Ended December 31, 2021 2022 2023 RMB RMB RMB A 989,904 1,094,564 976,028 The following customer accounted for 10% or more of balances of accounts receivable as of December 31, 2022 and 2023: As of December 31, 2022 2023 RMB RMB A 477,915 406,578 The following supplier accounted for 10% or more of purchases for the years ended December 31, 2021, 2022 and 2023: For Year Ended December 31, 2021 2022 2023 RMB RMB RMB B 1,487,017 1,007,377 761,488 |
Schedule of estimated useful lives and residual rates | Classification Useful years Residual rate Electronic devices 3 years 0% - 5% Vehicle 5 years 5% Furniture and office equipment 5 years 5% Machinery 10 years 5% Buildings 44 years 5% Leasehold improvement Over the shorter of the expected life of leasehold improvements or the lease term 0% |
Summary of useful lives of intangible assets | Item Useful years Internally developed software 3 years Trademark 10 years Supplier relationship 10 years Customer relationship From 2 years to 10 years Brand 5 years Franchising 8 years Technology From 3 years to 5 years |
Revenue (Table)
Revenue (Table) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue | |
Schedule of disaggregation of revenues | For Year Ended December 31, 2021 2022 2023 RMB RMB RMB Product sales recognized at point of time 3,873,589 2,644,214 3,357,202 Service - revenues recognized over time 5,479,799 5,675,173 5,344,173 -revenues recognized at point of time 42,868 81,244 110,638 Total revenue 9,396,256 8,400,631 8,812,013 |
Schedule of contract liability | Advances from Customers Opening Balance as of January 1, 2022 63,677 Net increase 57,181 Ending Balance as of December 31, 2022 120,858 Net increase 42,379 Ending Balance as of December 31, 2023 163,237 |
Accounts receivable, net (Table
Accounts receivable, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounts receivable, net | |
Schedule of accounts receivable, net | As of December 31, 2022 2023 RMB RMB Accounts receivable 2,413,173 2,309,466 Allowance for credit losses: Balance at beginning of the year (118,724) (120,495) Additions (1,494) (2,187) Exchange loss (7,921) (3,017) Write-offs 7,644 962 Balance at end of the year (120,495) (124,737) Accounts receivable, net 2,292,678 2,184,729 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventories | |
Schedule of inventories | As of December 31, 2022 2023 RMB RMB Products 942,926 1,042,131 Packing materials and others 71 2,985 Inventories 942,997 1,045,116 |
Prepayments and other current_2
Prepayments and other current assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Prepayments and other current assets | |
Schedule of prepayments and other current assets | As of December 31, 2022 2023 RMB RMB Rebate receivable from suppliers 239,816 197,775 Value-added tax (“VAT”) recoverable 125,644 133,727 Prepaid expenses 84,268 100,970 Deposits (1) 62,889 54,248 Interest receivables 11,352 58,756 Employee advances (2) 8,428 5,645 Others 22,018 39,229 Prepayment and other current assets 554,415 590,350 (1) Deposits represent rental deposits and deposits paid to third-party platforms. (2) Employee advances represent cash advanced to online store managers for store daily operation, such as online store promotion activities. |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property and equipment, net | |
Schedule of property and equipment, net | As of December 31, 2022 2023 RMB RMB Electronic devices 235,628 286,369 Vehicle 5,241 6,008 Furniture and office equipment 151,498 202,682 Leasehold improvement 565,497 470,645 Machinery 61,889 122,371 Buildings 201,129 405,520 Total 1,220,882 1,493,595 Accumulated depreciation and amortization (526,436) (642,444) Property and equipment, net 694,446 851,151 |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Intangible assets, net | |
Schedule of intangible assets, net | As of December 31, 2022 2023 RMB RMB Internally developed software 401,236 466,431 Trademark 1,074 1,074 Supplier relationship 15,620 15,620 Customer relationship 146,701 146,701 Brand 12,100 26,400 Technology 19,500 19,500 Accumulated amortization (285,507) (369,306) Intangible assets, net 310,724 306,420 |
Business acquisition (Tables)
Business acquisition (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business acquisition | |
Schedule of purchase price as on acquisition date | Amounts RMB’000 Total cash consideration 176,385 Total assets 960,230 Total liabilities (780,377) Total net assets 179,853 Gain on acquisition of a subsidiary (3,468) |
Long term investments (Tables)
Long term investments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Long term investments | |
Schedule of investments in equity investees | As of December 31, 2022 2023 RMB RMB Equity method investees 69,828 144,464 Equity securities measured at fair value 112,115 44,260 Equity securities without readily determinable fair values 87,750 170,405 269,693 359,129 |
Schedule of investments in equity method investees | As of December 31, 2022 2023 RMB RMB Beijing Pengtai Baozun E-commerce Co., Ltd. (1) 45,451 54,934 Hangzhou Juxi Technology Co., Ltd. (2) 14,077 13,941 Hunter Gcsea Limited. (3) — 74,657 Others 10,300 932 69,828 144,464 (1) In January 2018, the Group invested RMB 13,328 to establish an E-commerce joint venture with Beijing Pengtai Interactive Advertising Co., Ltd. (“Beijing Pengtai”) through a joint venture agreement. Baozun holds 49% equity interest and Beijing Pengtai holds 51% equity interest. Share of income in equity method investment of RMB 8,145 , RMB 8,412 and RMB 9,483 was recognized for the years ended December 31, 2021, 2022 and 2023, respectively. (2) In June 2019, the Group entered into an agreement with Hangzhou Juxi Technology Co., Ltd. (“Juxi”) to acquire 10% equity interest with a total consideration of RMB 15,000 . As the Group has significant influence over Juxi, it is accounted for under the equity method of accounting. Share of income of RMB 60 and loss of RMB 414 and loss of RMB 136 in equity method investment was recognized for the years ended December 31, 2021, 2022 and 2023, respectively. (3) In October 2023, the Group entered into an agreement with ABG HUNTER LLC (“ABG”) to form a joint venture company which is Hunter Gcsea Limited to expand ABG’s portfolio of brands’ business. Baozun holds 51% equity interest and ABG holds 49% equity interest. As the Group only has significant influence over Hunter Gcsea Limited, all major operational decisions required written consent from the other shareholder, it is accounted for under the equity method of accounting. |
Goodwill impairment (Tables)
Goodwill impairment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill impairment | |
Schedule of changes in carrying amount of goodwill | E-Commerce Segment RMB Balance at January 1, 2022 Goodwill 397,904 Accumulated impairment loss — 397,904 Goodwill disposed during the year (48,423) Balance at December 31, 2022 Goodwill 349,481 Accumulated impairment loss (13,155) 336,326 Goodwill acquired during the year 11,350 Balance at December 31, 2023 Goodwill 360,831 Accumulated impairment loss (48,367) 312,464 |
Short-term loan (Tables)
Short-term loan (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Short-term loan | |
Schedule of short-term and long-term loans | As of December 31, 2022 2023 RMB RMB Short- term loans Short-term bank borrowings 1,016,071 1,115,721 |
Accrued expenses and other cu_2
Accrued expenses and other current liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accrued expenses and other current liabilities | |
Schedule of accrued expenses and other current liabilities | As of December 31, 2022 2023 RMB RMB Logistics expenses accruals 303,880 267,040 Advances from customers 120,858 163,237 Outsourced labor cost payable 74,698 111,318 Salary and welfare payable 223,843 196,018 Professional fee accruals 24,786 23,408 Marketing expenses accruals 177,084 217,995 Other tax payable 10,567 27,358 Sales return accrual 1,497 20,869 Consideration payable 75,453 75,244 Others 12,874 85,692 Accrued expenses and other current liabilities 1,025,540 1,188,179 |
Income tax (Tables)
Income tax (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income tax | |
Schedule of current and deferred portion of income tax expenses | For Year Ended December 31, 2021 2022 2023 RMB RMB RMB Current tax 118,914 82,595 57,594 Deferred tax (63,655) (56,115) (45,591) Income tax expense 55,259 26,480 12,003 |
Schedule of reconciliations of the differences between the PRC statutory income tax rate and the Group's effective income tax rate | For Year Ended December 31, 2021 2022 2023 RMB RMB RMB Statutory income tax rate 25.00 % 25.00 % 25.00 % Non-deductible share-based compensation (31.91) % (6.13) % (11.92) % Effect of tax rates in different tax jurisdiction (37.48) % (23.20) % (4.79) % Effect of preferential tax rate 4.22 % 0.84 % 0.92 % Research and development super deduction 11.45 % 2.28 % 7.40 % HK tax-free interest income 2.77 % 0.10 % 3.51 % Effect of equity transaction (7.92) % — — Others (3.00) % 0.14 % 1.14 % Changes in valuation allowance 0.99 % (3.59) % (26.79) % Effective income tax rate (35.88) % (4.56) % (5.53) % |
Schedule of the effect of the tax holiday on the income per share | For Year Ended December 31, 2021 2022 2023 RMB RMB RMB Tax saving amount due to preferential tax rates 7,142 4,898 1,993 Income per share effect-basic 0.03 0.03 0.01 Income per share effect-diluted 0.03 0.03 0.01 |
Schedule of principal components of the deferred tax assets and liabilities | As of December 31, 2022 2023 RMB RMB Deferred tax assets: Accrued expenses 52,912 64,166 Inventory write-down 33,379 46,674 Impairment of equity investments 7,048 8,595 Salary and welfare payable 2,760 1,954 Allowance for credit losses 21,627 23,464 Net operating loss carry forward 83,099 439,585 Less: valuation allowance (38,316) (383,810) Deferred tax assets, net 162,509 200,628 Deferred tax liabilities: Identifiable intangible assets (28,082) (24,966) Deferred tax liabilities (28,082) (24,966) |
Schedule of movement of the valuation allowance | For Year Ended December 31, 2022 2023 RMB RMB Balance as of January 1 18,169 38,316 Additions 28,134 355,907 Reversals (7,987) (10,413) Balance as of December 31 38,316 383,810 |
Operating lease liabilities (Ta
Operating lease liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Operating lease liabilities | |
Schedule of weighted-average remaining lease term and weighted-average discount rate | Year ended December 31, Lease Term and Discount Rate 2022 2023 Weighted-average remaining lease term: - Operating leases 5.50 years 4.63 years Weighted-average discount rate - Operating leases 6.69 % 6.32 % |
Schedule of maturity analysis of the annual undiscounted cash flows | The following is a maturity analysis of the annual undiscounted cash flows for the annual periods ended December 31: Fiscal Year Operating lease RMB 2024 390,362 2025 300,519 2026 197,584 2027 146,670 2028 82,532 Thereafter 192,133 Total lease commitment 1,309,800 Less: Imputed interest (177,721) Total operating lease liabilities 1,132,079 Less: current operating lease liabilities (332,983) Long-term operating lease liabilities 799,096 |
Schedule of supplemental cash flow information related to leases | For Year Ended December 31, 2022 2023 RMB RMB Cash paid for amounts included in measurement of liabilities: Operating cash flows from operating leases 371,295 432,477 Right-of-use assets obtained in exchange for lease liabilities: Operating leases 54,036 429,788 |
Redeemable non-controlling in_2
Redeemable non-controlling interests (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Redeemable non-controlling interest | |
Schedule of redeemable noncontrolling interest activity | For the year ended December 31, 2022 2023 RMB RMB Balance as of January 1 1,421,680 1,438,082 Net income attributable to redeemable non-controlling interest 43,759 45,969 Settlement of derivative liabilities with shares — 100,807 Impact from deconsolidation of a subsidiary due to loss of control (27,357) — Balance as of December 31 1,438,082 1,584,858 |
Net income (loss) per share (Ta
Net income (loss) per share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Net income (loss) per share | |
Schedule of basic and diluted net income per share | For Year Ended December 31, 2021 2022 2023 RMB RMB RMB Numerator: Net loss (205,963) (610,374) (222,776) Net (income) loss attributable to non-controlling interests (1,505) 843 (9,677) Net income attributable to redeemable non-controlling interests (12,362) (43,759) (45,969) Net loss attributable to ordinary shareholders of Baozun Inc. (219,830) (653,290) (278,422) Net loss per share attributable to ordinary shareholders of Baozun Inc. Basic (1.02) (3.56) (1.56) Diluted (1.02) (3.56) (1.56) Net loss per ADS (1 ADS represents 3 Class A ordinary shares) attributable to ordinary shareholders of Baozun Inc. Basic (3.05) (10.69) (4.68) Diluted (3.05) (10.69) (4.68) Shares (Denominator): Weighted average number of ordinary shares Basic 216,370,290 183,274,855 178,549,849 Diluted 216,370,290 183,274,855 178,549,849 |
Related party transactions (Tab
Related party transactions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related party transactions | |
Schedule of related party transactions | For Year Ended December 31, 2021 2022 2023 RMB RMB RMB Revenue derived from: Product sales revenue generated from Alibaba Group — 5,954 8,607 Warehousing service revenue generated from Alibaba Group 33 34,614 70,566 Store operation service revenue generated from Alibaba Group 12,313 7,523 5,728 IT service revenue generated from Pengtai 2,062 — — Store operation service revenue generated from Pengtai — 4,951 5,232 Store operation service revenue generated from Signify 6,160 5,912 6,493 Store operation service revenue generated from Kewei 1,565 938 2,985 Logistic service revenues collected by Creaway Group 68,556 64,572 12,814 Logistic service revenues generated from Creaway Group 2,333 2,239 1,363 Store operation service revenue generated from Aaoxue — 3,175 1,522 Store operation service revenue generated from Benwei — 6,321 5,375 Store operation service revenue generated from Mansen — 1,443 195 Warehousing service revenue generated from Signify 2,787 91 — Others 12 1,979 1,015 95,821 133,758 113,288 Service fees: Marketing and platform service fees paid to Alibaba Group 752,833 746,858 278,938 Logistic service fees paid to Alibaba Group 72,459 47,569 38,373 Outsourcing labor cost paid to Juxi 15,167 6,406 6,493 Marketing and platform service fees paid to Kewei 26,986 52,806 16,337 Logistic service fees paid to Shanggao 330 — — Marketing and platform service fees paid to Baichen 6,230 715 723 Outsourcing labor cost paid to Zunrui 10,273 — — Logistic service expenses advanced by Creaway Group 57,904 13,410 1,330 Logistic service expenses paid to Creaway Group 2,244 4,339 2,902 Logistic service expenses paid to BBD — 8,224 718 IT service fees paid to Alibaba Group — 10,718 12,755 Others 1,414 1,374 3,863 |
Schedule of related party balances | As of December 31, 2022 2023 RMB RMB Amounts due from Alibaba Group (1) 38,405 48,096 Amounts due from Signify (2) 3,648 1,709 Amounts due from Kewei (3) 5,580 900 Amounts due from Pengtai 2,002 2,049 Amounts due from Creaway Group 6,906 6,631 Amounts due from BBD 19,110 — Amounts due from Leier 6,300 — Amounts due from Aaoxue 3,222 509 Amounts due from Benwei 6,564 3,815 Amounts due from Mansen 1,454 — Amounts due from Seasame — 22,747 Others 79 205 Total amount due from related parties 93,270 86,661 Amounts due to Alibaba Group (1) 21,339 30,485 Amounts due to Juxi (4) 1,507 453 Amounts due to Creaway Group 2,935 1,028 Amounts due to BBD 4,151 — Others 502 152 Total amount due to related parties 30,434 32,118 (1) Amounts due from Alibaba Group consisted of receivables of RMB 38,405 and RMB 48,096 to be collected from Alibaba Group for deposits paid to Alibaba, store operation services and warehousing services provided by the Group as of December 31, 2022 and 2023, respectively. Amounts due to Alibaba Group consisted of payables of RMB 21,339 and RMB 30,485 for logistic, marketing and platform services, and commission fees as of December 31, 2022 and 2023, respectively. (2) Amounts due from Signify consisted of the receivables for store operation services, warehousing services and IT services provided by the Group. (3) Amounts due from Kewei consisted of the receivables for store operation services provided by the Group and the advance payment made by the Group to support its operating. (4) Amounts due to Juxi consisted of the payables for outsourcing labor cost provided to the Group. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Compensation | |
Schedule of Stock Option Activity | Weighted Weighted Weighted Average Aggregate Average Average Remaining Intrinsic Grant-Date Number of Exercise Contractual Value of Fair Options Price Term Options Value RMB RMB USD Outstanding, as of January 1, 2023 1,887,470 0.5 1.7 22,098 2.15 Forfeited — — — — — Exercised (10,644) — — — 0.96 Outstanding, as of December 31, 2023 1,876,826 0.5 0.7 11,543 2.15 Vested and expected to vest as of December 31, 2023 1,876,826 0.5 0.7 11,543 2.15 Exercisable as of December 31, 2023 1,876,826 0.5 0.7 11,543 2.15 |
Schedule of restricted share units activities | Number of restricted share Weighted-Average units Grant-Date Fair Value RMB Outstanding and unvested, as of January 1, 2023 6,595,577 31.68 Granted 5,407,413 12.36 Vested (4,790,363) 26.53 Forfeited (586,667) 23.96 Outstanding and unvested, as of December 31, 2023 6,625,960 20.32 |
Schedule of Allocated Share-Based Compensation Expense | For Year Ended December 31, 2021 2022 2023 RMB RMB RMB Fulfillment 16,845 13,730 6,443 Sales and marketing 89,275 57,548 33,955 Technology and content 38,001 22,512 12,184 General and administrative 52,426 48,591 50,867 196,547 142,381 103,449 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Information | |
Schedule of reportable segment results with prior periods' segment information retrospectively recast to conform to current period presentation | For the year ended December 31, 2021 2022 2023 RMB RMB RMB Net revenues: E-Commerce 9,396,256 8,400,631 7,621,114 Brand Management — — 1,271,027 Inter-segment eliminations * — — (80,128) Total consolidated net revenues 9,396,256 8,400,631 8,812,013 **Adjusted Operating Profits (Losses): E-Commerce 224,104 256,093 163,990 Brand Management — — (187,663) Total Adjusted Operating Profits (Losses) 224,104 256,093 (23,673) Inter-segment eliminations * — — — Unallocated expenses: Share-based compensation expenses (196,547) (142,381) (103,449) Amortization of intangible assets resulting from business acquisition (20,536) (39,431) (31,875) Acquisition-related expenses — (13,694) (12,171) Cancellation fees of repurchased shares — (4,650) — Loss on variance from expected contingent acquisition payment — (9,495) — Impairment of goodwill — (13,155) (35,212) Total other expenses (161,025) (613,595) (10,646) Loss before income tax (154,004) (580,308) (217,026) *The inter-segment eliminations mainly consist of revenues from services provided by E-Commerce to Brand Management. **Adjusted Operating Profits (Losses) represent segment profits (losses), which is income (loss) from operations from each segment without allocating share-based compensation expenses, acquisition-related expenses and amortization of intangible assets resulting from business acquisition. |
Organization and Principal Ac_3
Organization and Principal Activities (Summary of Major Subsidiaries and VIE) (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 HKD ($) | Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | |
Baozun Hongkong Holding Limited | |||
Organization and Principal Activities | |||
Date of Incorporation/Acquisition | Jan. 10, 2014 | ||
Place of Incorporation/Operation and legal status | HK | ||
Issued share capital/Paid in capital | $ | $ 10,000 | ||
Legal ownership (as a percent) | 100% | 100% | 100% |
Shanghai Baozun E-commerce Limited | |||
Organization and Principal Activities | |||
Date of Incorporation/Acquisition | Nov. 11, 2003 | ||
Place of Incorporation/Operation and legal status | PRC/wholly foreign ownedenterprise | ||
Issued share capital/Paid in capital | ¥ 1,800,000,000 | ||
Legal ownership (as a percent) | 100% | 100% | 100% |
Shanghai Bodao E-commerce Limited | |||
Organization and Principal Activities | |||
Date of Incorporation/Acquisition | Mar. 30, 2010 | ||
Place of Incorporation/Operation and legal status | PRC/limited liability Company | ||
Issued share capital/Paid in capital | ¥ 10,000,000 | ||
Legal ownership (as a percent) | 100% | 100% | 100% |
Shanghai Yingsai Advertisement Limited | |||
Organization and Principal Activities | |||
Date of Incorporation/Acquisition | Mar. 30, 2010 | ||
Place of Incorporation/Operation and legal status | PRC/limited liability Company | ||
Issued share capital/Paid in capital | ¥ 8,648,649 | ||
Legal ownership (as a percent) | 100% | 100% | 100% |
Baozun Hongkong Limited | |||
Organization and Principal Activities | |||
Date of Incorporation/Acquisition | Sep. 11, 2013 | ||
Place of Incorporation/Operation and legal status | HK | ||
Issued share capital/Paid in capital | $ | $ 10,000,000 | ||
Legal ownership (as a percent) | 100% | 100% | 100% |
Shanghai Fengbo E-commerce Limited | |||
Organization and Principal Activities | |||
Date of Incorporation/Acquisition | Dec. 29, 2011 | ||
Place of Incorporation/Operation and legal status | PRC/limited liability Company | ||
Issued share capital/Paid in capital | ¥ 10,000,000 | ||
Legal ownership (as a percent) | 100% | 100% | 100% |
Baozun Hongkong Investment Limited | |||
Organization and Principal Activities | |||
Date of Incorporation/Acquisition | Jul. 21, 2015 | ||
Place of Incorporation/Operation and legal status | HK | ||
Issued share capital/Paid in capital | $ | $ 100,000 | ||
Legal ownership (as a percent) | 100% | 100% | 100% |
Baotong Inc. | |||
Organization and Principal Activities | |||
Date of Incorporation/Acquisition | Jun. 19, 2019 | ||
Place of Incorporation/Operation and legal status | Cayman | ||
Issued share capital/Paid in capital | $ | $ 10,681,320 | ||
Legal ownership (as a percent) | 63% | 63% | 63% |
Baotong Hong Kong Holding Limited | |||
Organization and Principal Activities | |||
Date of Incorporation/Acquisition | May 05, 2016 | ||
Place of Incorporation/Operation and legal status | HK | ||
Issued share capital/Paid in capital | $ | $ 10,000 | ||
Legal ownership (as a percent) | 63% | 63% | 63% |
Baotong E-logistics Technology Suzhou Limited | |||
Organization and Principal Activities | |||
Date of Incorporation/Acquisition | Mar. 27, 2017 | ||
Place of Incorporation/Operation and legal status | PRC/wholly foreign owned enterprise | ||
Issued share capital/Paid in capital | ¥ 260,252,000 | ||
Legal ownership (as a percent) | 63% | 63% | 63% |
Shanghai Zunyi Business Consulting Ltd. | |||
Organization and Principal Activities | |||
Date of Incorporation/Acquisition | Dec. 31, 2010 | ||
Place of Incorporation/Operation and legal status | PRC/variable interest entity | ||
Issued share capital/Paid in capital | ¥ 50,000,000 | ||
Baozun Brand Management Limited | |||
Organization and Principal Activities | |||
Date of Incorporation/Acquisition | Oct. 07, 2022 | ||
Place of Incorporation/Operation and legal status | HK | ||
Issued share capital/Paid in capital | ¥ 100,000,000 | ||
Legal ownership (as a percent) | 100% | 100% | 100% |
White Horse Hongkong Holding Limited | |||
Organization and Principal Activities | |||
Date of Incorporation/Acquisition | Nov. 08, 2022 | ||
Place of Incorporation/Operation and legal status | HK | ||
Issued share capital/Paid in capital | ¥ 10,000,000 | ||
Legal ownership (as a percent) | 100% | 100% | 100% |
Gap (Shanghai) Commercial Co., Ltd. | |||
Organization and Principal Activities | |||
Date of Incorporation/Acquisition | Jan. 31, 2023 | ||
Place of Incorporation/Operation and legal status | PRC | ||
Issued share capital/Paid in capital | $ | $ 257,551,995,000 | ||
Legal ownership (as a percent) | 100% | 100% | 100% |
Summary of Significant Princi_4
Summary of Significant Principal Accounting Policies (Schedule of Consolidated Balances and Transactions) (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | Dec. 31, 2023 USD ($) | |
Variable Interest Entity [Line Items] | |||||
Cash and cash equivalent | ¥ 2,149,531 | ¥ 2,144,020 | ¥ 4,606,545 | $ 302,755 | |
Accounts receivable, net | 2,184,729 | 2,292,678 | 307,712 | ||
Inventories | 1,045,116 | 942,997 | 147,202 | ||
Advance to suppliers | 311,111 | 372,612 | 43,819 | ||
Amounts due from related parties | 86,661 | 93,270 | 12,206 | ||
Prepayments and other current assets | 590,350 | 554,415 | 83,149 | ||
Property and equipment, net | 851,151 | 694,446 | 119,882 | ||
Intangible assets, net | 306,420 | 310,724 | 43,158 | ||
TOTAL ASSETS | 10,474,476 | 10,122,470 | 1,475,299 | ||
Accounts payable | 563,562 | 474,732 | 79,376 | ||
Other current liabilities | 32,118 | 30,434 | 4,524 | ||
Income tax payables | 18,768 | 46,828 | 2,643 | ||
Accrued expenses and other current liabilities | 1,188,179 | 1,025,540 | 167,350 | ||
Total liabilities | 4,622,740 | 4,446,132 | $ 651,097 | ||
Net revenues | 8,812,013 | $ 1,241,146 | 8,400,631 | 9,396,256 | |
Operating expenses | 9,018,393 | 1,270,214 | 8,367,344 | 9,389,235 | |
Net loss | (222,776) | (31,377) | (610,374) | (205,963) | |
Net cash provided by operating activities | 448,255 | 63,135 | 382,605 | (96,107) | |
Net cash used in investing activities | (340,372) | (47,939) | (1,306,661) | 375,820 | |
Net cash used in financing activities | (8,033) | $ (1,132) | (1,650,402) | 749,953 | |
Related Party | |||||
Variable Interest Entity [Line Items] | |||||
Net revenues | 113,288 | 133,758 | 95,821 | ||
VIE | |||||
Variable Interest Entity [Line Items] | |||||
Cash and cash equivalent | 76,866 | 44,076 | |||
Accounts receivable, net | 179,983 | 220,229 | |||
Inventories | 106 | 160 | |||
Advance to suppliers | 4,079 | 2,041 | |||
Amounts due from related parties | 5 | 3 | |||
Prepayments and other current assets | 2,923 | 1,632 | |||
Property and equipment, net | 1,365 | 1,495 | |||
Intangible assets, net | 19,076 | 38,126 | |||
TOTAL ASSETS | 284,403 | 307,762 | |||
Accounts payable | 3,916 | 19,469 | |||
Income tax payables | 3,300 | 959 | |||
Accrued expenses and other current liabilities | 36,844 | 81,374 | |||
Total liabilities | 44,063 | 117,529 | |||
Net revenues | 548,439 | 572,360 | 748,214 | ||
Net loss | 431,026 | 433,204 | 575,519 | ||
Net cash provided by operating activities | 530,391 | 183,899 | 750,309 | ||
Net cash used in investing activities | (2,504) | (4,053) | ¥ (10,246) | ||
VIE | Related Party | |||||
Variable Interest Entity [Line Items] | |||||
Other current liabilities | ¥ 3 | ¥ 15,727 |
Summary of Significant Princi_5
Summary of Significant Principal Accounting Policies (Schedule of Fair value on a recurring and non-recurring basis) (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | Dec. 31, 2022 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Equity securities with readily determinable fair value | ¥ 44,260 | ¥ 112,115 | |||
Derivative liabilities | 364,800 | $ 52,800 | |||
Goodwill | 35,212 | $ 4,960 | 13,155 | ¥ 0 | |
Short-term investments pledged | 180,000 | ||||
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Equity securities with readily determinable fair value | 44,260 | 112,115 | |||
Recurring | Significant Unobservable Inputs (Level 3) | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative liabilities | 364,758 | ||||
Non-recurring | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Equity securities with readily determinable fair value | 8,400 | ||||
Goodwill | 35,212 | 13,155 | |||
Non-recurring | Significant Other Observable Inputs (Level 2) | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Equity securities with readily determinable fair value | 87,750 | ||||
Non-recurring | Significant Unobservable Inputs (Level 3) | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Goodwill | ¥ 312,464 | ¥ 336,326 |
Summary of Significant Princi_6
Summary of Significant Principal Accounting Policies (Schedule of Concentration and Risks) (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | Dec. 31, 2023 USD ($) | |
Concentration Risk | |||||
Accounts receivable, net | ¥ 2,184,729 | ¥ 2,292,678 | $ 307,712 | ||
Cost of products | 2,409,110 | $ 339,316 | 2,255,950 | ¥ 3,276,571 | |
Accounts Receivable | Customer | Customer A | |||||
Concentration Risk | |||||
Accounts receivable, net | 406,578 | 477,915 | |||
Cost of Products | Supplier | B | |||||
Concentration Risk | |||||
Cost of products | 761,488 | 1,007,377 | 1,487,017 | ||
Sales Revenue, Net | Customer | Customer A | |||||
Concentration Risk | |||||
Accounts receivable, net | ¥ 976,028 | ¥ 1,094,564 | ¥ 989,904 |
Summary of Significant Princi_7
Summary of Significant Principal Accounting Policies (Summary of Useful Lives) (Details) | Dec. 31, 2023 |
Electronic devices | |
Property, Plant and Equipment | |
Useful years | 3 years |
Electronic devices | Minimum | |
Property, Plant and Equipment | |
Residual rate | 0% |
Electronic devices | Maximum | |
Property, Plant and Equipment | |
Residual rate | 5% |
Vehicle | |
Property, Plant and Equipment | |
Useful years | 5 years |
Residual rate | 5% |
Furniture and office equipment | |
Property, Plant and Equipment | |
Useful years | 5 years |
Residual rate | 5% |
Machinery | |
Property, Plant and Equipment | |
Useful years | 10 years |
Residual rate | 5% |
Buildings | |
Property, Plant and Equipment | |
Useful years | 44 years |
Residual rate | 5% |
Leasehold improvement | |
Property, Plant and Equipment | |
Residual rate | 0% |
Summary of Significant Princi_8
Summary of Significant Principal Accounting Policies (Summary of Useful lives of Intangible assets) (Details) | Dec. 31, 2023 |
Internally developed software | |
Finite-Lived Intangible Assets | |
Intangible asset, useful life | 3 years |
Trademark | |
Finite-Lived Intangible Assets | |
Intangible asset, useful life | 10 years |
Supplier relationship | |
Finite-Lived Intangible Assets | |
Intangible asset, useful life | 10 years |
Customer relationship | Minimum | |
Finite-Lived Intangible Assets | |
Intangible asset, useful life | 2 years |
Customer relationship | Maximum | |
Finite-Lived Intangible Assets | |
Intangible asset, useful life | 10 years |
Brand | |
Finite-Lived Intangible Assets | |
Intangible asset, useful life | 5 years |
Franchising | |
Finite-Lived Intangible Assets | |
Intangible asset, useful life | 8 years |
Technology | Minimum | |
Finite-Lived Intangible Assets | |
Intangible asset, useful life | 3 years |
Technology | Maximum | |
Finite-Lived Intangible Assets | |
Intangible asset, useful life | 5 years |
Summary of Significant Princi_9
Summary of Significant Principal Accounting Policies (Narrative) (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | Dec. 31, 2023 USD ($) | |
Significant Accounting Policies | |||||
Impairment of goodwill | ¥ 35,212 | $ 4,960 | ¥ 13,155 | ¥ 0 | |
Goodwill | 312,464 | 336,326 | $ 44,010 | ||
Advertising expense | 1,249,110 | 1,324,908 | 1,359,991 | ||
Income from government subsidies | ¥ 92,895 | 72,883 | 41,256 | ||
Foreign Currency Exchange Rate Weighted Average Translation Rate | 7.0999 | 7.0999 | |||
Amortization of Intangible Assets | ¥ 83,799 | 73,824 | ¥ 70,414 | ||
Accounts receivable, net | ¥ 2,184,729 | ¥ 2,292,678 | $ 307,712 | ||
Shanghai Baozun E-commerce Limited | |||||
Significant Accounting Policies | |||||
Initial Term | 20 years | 20 years | |||
VIE | |||||
Significant Accounting Policies | |||||
Contribution percentage in consolidated net revenues | 6.22% | 6.22% | 6.81% | 8.62% | |
Contribution percentage in consolidated total assets | 2.72% | 3.04% | 2.72% | ||
Variable Interest Entities Contribution Percentage Liabilities | 0.95% | 2.63% | 0.95% | ||
Accounts receivable, net | ¥ 179,983 | ¥ 220,229 | |||
Land use right | |||||
Significant Accounting Policies | |||||
Intangible asset, useful life | 44 years | 44 years | |||
Amortization of Intangible Assets | ¥ 1,026 | 1,026 | ¥ 1,026 | ||
Useful years | 38 years | 38 years | |||
RMB | |||||
Significant Accounting Policies | |||||
cash and cash equivalents, restricted cash and short-term investments | ¥ 2,295,006 | ¥ 1,898,378 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenues (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | |
Revenues | ¥ 8,812,013 | $ 1,241,146 | ¥ 8,400,631 | ¥ 9,396,256 |
Product sales | ||||
Revenues | 3,357,202 | 472,852 | 2,644,214 | 3,873,589 |
Service | ||||
Revenues | 5,454,811 | $ 768,294 | 5,756,417 | 5,522,667 |
Transferred at point in time | OneTime Online Store Design and Setup Services | ||||
Revenues | 110,638 | 81,244 | 42,868 | |
Transferred over time | Service | ||||
Revenues | ¥ 5,344,173 | ¥ 5,675,173 | ¥ 5,479,799 |
Revenue - Contract Liability (D
Revenue - Contract Liability (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue | ||
Opening Balance | ¥ 120,858 | ¥ 63,677 |
Net increase | 42,379 | 57,181 |
Ending Balance | ¥ 163,237 | ¥ 120,858 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Revenue | ||
Revenue recognized under contract liability | ¥ 120,858 | ¥ 63,677 |
Accounts receivable, net (Detai
Accounts receivable, net (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2023 USD ($) | |
Accounts receivable, net | |||
Accounts receivable | ¥ 2,309,466 | ¥ 2,413,173 | |
Allowance for credit losses: | |||
Balance at beginning of the year | (120,495) | (118,724) | |
Additions | (2,187) | (1,494) | |
Exchange loss | (3,017) | (7,921) | |
Write-offs | 962 | 7,644 | |
Balance at end of the year | (124,737) | (120,495) | |
Accounts receivable, net | ¥ 2,184,729 | ¥ 2,292,678 | $ 307,712 |
Inventories (Details)
Inventories (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | Dec. 31, 2023 USD ($) | |
Inventory | |||||
Products | ¥ 1,042,131 | ¥ 942,926 | |||
Packing materials and others | 2,985 | 71 | |||
Inventories | 1,045,116 | 942,997 | $ 147,202 | ||
Inventories write-downs | 152,904 | $ 21,536 | 161,596 | ¥ 89,516 | |
Cost of products | |||||
Inventory | |||||
Inventories write-downs | ¥ 152,904 | ¥ 161,596 | ¥ 89,516 |
Prepayments and other current_3
Prepayments and other current assets (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) |
Prepayments and other current assets | |||
Rebate receivable from suppliers | ¥ 197,775 | ¥ 239,816 | |
Value-added tax ("VAT") recoverable | 133,727 | 125,644 | |
Prepaid expenses | 100,970 | 84,268 | |
Deposits (1) | 54,248 | 62,889 | |
Interest receivables | 58,756 | 11,352 | |
Employee advances (2) | 5,645 | 8,428 | |
Others | 39,229 | 22,018 | |
Prepayment and other current assets | ¥ 590,350 | $ 83,149 | ¥ 554,415 |
Property and equipment, net (De
Property and equipment, net (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | Dec. 31, 2023 USD ($) | |
Property, Plant and Equipment | ||||
Property and equipment | ¥ 1,493,595 | ¥ 1,220,882 | ||
Accumulated depreciation and amortization | (642,444) | (526,436) | ||
Property and equipment, net | 851,151 | 694,446 | $ 119,882 | |
Depreciation and amortization expenses | 166,803 | 121,693 | ¥ 135,497 | |
Electronic devices | ||||
Property, Plant and Equipment | ||||
Property and equipment | 286,369 | 235,628 | ||
Vehicle | ||||
Property, Plant and Equipment | ||||
Property and equipment | 6,008 | 5,241 | ||
Furniture and office equipment | ||||
Property, Plant and Equipment | ||||
Property and equipment | 202,682 | 151,498 | ||
Leasehold improvement | ||||
Property, Plant and Equipment | ||||
Property and equipment | 470,645 | 565,497 | ||
Machinery | ||||
Property, Plant and Equipment | ||||
Property and equipment | 122,371 | 61,889 | ||
Buildings | ||||
Property, Plant and Equipment | ||||
Property and equipment | ¥ 405,520 | ¥ 201,129 |
Intangible assets, net (Details
Intangible assets, net (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | Dec. 31, 2023 USD ($) | |
Finite-Lived Intangible Assets | ||||
Accumulated amortization | ¥ (369,306) | ¥ (285,507) | ||
Intangible assets, net | 306,420 | 310,724 | $ 43,158 | |
Amortization of Intangible Assets | 83,799 | 73,824 | ¥ 70,414 | |
Estimated amortization expenses of the existing intangible assets for the next five years | ||||
2024 | 71,410 | |||
2025 | 54,968 | |||
2026 | 20,143 | |||
2027 | 18,084 | |||
2028 | 17,299 | |||
Internally developed software | ||||
Finite-Lived Intangible Assets | ||||
Intangible assets | 466,431 | 401,236 | ||
Trademark | ||||
Finite-Lived Intangible Assets | ||||
Intangible assets | 1,074 | 1,074 | ||
Supplier relationship | ||||
Finite-Lived Intangible Assets | ||||
Intangible assets | 15,620 | 15,620 | ||
Customer relationship | ||||
Finite-Lived Intangible Assets | ||||
Intangible assets | 146,701 | 146,701 | ||
Brand | ||||
Finite-Lived Intangible Assets | ||||
Intangible assets | 26,400 | 12,100 | ||
Technology | ||||
Finite-Lived Intangible Assets | ||||
Intangible assets | ¥ 19,500 | ¥ 19,500 |
Business acquisition (Details)
Business acquisition (Details) - CNY (¥) ¥ in Thousands | 1 Months Ended | ||
Oct. 31, 2023 | Apr. 30, 2023 | Feb. 28, 2023 | |
Gap (Shanghai) Commercial Co., Ltd. | |||
Business acquisition | |||
Percentage of equity interests acquired | 100% | ||
Total consideration | ¥ 176,385 | ||
Shanghai Mansen Brand Management Co., Ltd | |||
Business acquisition | |||
Percentage of equity interests acquired | 51% | ||
Total consideration | ¥ 32,640 | ||
Fair value change on contingent consideration paid | ¥ 10,588 | ||
Hangzhou Baichen Technology Co., Ltd. | |||
Business acquisition | |||
Percentage of equity interests acquired | 51% | ||
Total consideration | ¥ 3,112 | ||
Fair value change on contingent consideration paid | ¥ 762 |
Business acquisition - Allocati
Business acquisition - Allocation of the purchase price (Details) - CNY (¥) ¥ in Thousands | 1 Months Ended | 12 Months Ended |
Feb. 28, 2023 | Dec. 31, 2023 | |
Business acquisition | ||
Business Combination, Bargain Purchase, Gain, Statement of Income or Comprehensive Income [Extensible Enumeration] | Gain (Loss) On Disposition Or Acquisition Of Stock In Subsidiary | |
Gap (Shanghai) Commercial Co., Ltd. | ||
Business acquisition | ||
Total Cash consideration | ¥ 176,385 | |
Total assets | 960,230 | |
Total liabilities | 780,377 | |
Total net assets | 179,853 | |
Gain on acquisition of subsidiary | ¥ (3,468) |
Long term investments (Details)
Long term investments (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Long term investments | ||
Equity method investees | ¥ 144,464 | ¥ 69,828 |
Equity securities measured at fair value | 44,260 | 112,115 |
Equity securities without readily determinable fair values | 170,405 | 87,750 |
Long term investments | ¥ 359,129 | ¥ 269,693 |
Long term investments - Schedul
Long term investments - Schedule of investments in equity method investees (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Long term investments | ||
Carrying value of Equity method investment | ¥ 144,464 | ¥ 69,828 |
Beijing Pengtai Baozun E-commerce Co., Ltd. | ||
Long term investments | ||
Carrying value of Equity method investment | 54,934 | 45,451 |
Hangzhou Juxi Technology Co., Ltd. | ||
Long term investments | ||
Carrying value of Equity method investment | 13,941 | 14,077 |
Hunter Gcsea Limited | ||
Long term investments | ||
Carrying value of Equity method investment | 74,657 | |
Others | ||
Long term investments | ||
Carrying value of Equity method investment | ¥ 932 | ¥ 10,300 |
Long term investments (Narrativ
Long term investments (Narrative) (Details) ¥ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||
Dec. 15, 2022 CNY (¥) | Jan. 25, 2021 | Jun. 30, 2021 CNY (¥) shares | Jan. 31, 2021 USD ($) Vote shares | Jun. 30, 2019 CNY (¥) | Jan. 31, 2018 CNY (¥) | Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) shares | Dec. 31, 2021 CNY (¥) | Oct. 31, 2023 | |
Long term investments | |||||||||||
Equity Securities without Readily Determinable Fair Value, Amount | ¥ 170,405 | ¥ 87,750 | |||||||||
Equity securities without readily determinable fair value, impairment loss | 0 | 8,400 | ¥ 3,541 | ||||||||
Unrealized investment gain (loss) | (68,031) | $ (9,582) | (97,827) | (209,956) | |||||||
Long term investments | 359,129 | 269,693 | |||||||||
Share of income (loss) in equity method investment | 6,253 | $ 881 | (3,586) | 3,300 | |||||||
Beijing Pengtai Interactive Advertising Co Ltd | |||||||||||
Long term investments | |||||||||||
Total consideration | ¥ 13,328 | ||||||||||
Equity Method Investment, Ownership Percentage | 49% | ||||||||||
Share of income (loss) in equity method investment | 9,483 | 8,412 | 8,145 | ||||||||
Hangzhou Juxi Technology Co., Ltd. | |||||||||||
Long term investments | |||||||||||
Total consideration | ¥ 15,000 | ||||||||||
Equity Method Investment, Ownership Percentage | 10% | ||||||||||
Share of income (loss) in equity method investment | 136 | 414 | 60 | ||||||||
Hunter Gcsea Limited | |||||||||||
Long term investments | |||||||||||
Equity Method Investment, Ownership Percentage | 51% | ||||||||||
ABG Hunter LLC | Hunter Gcsea Limited | |||||||||||
Long term investments | |||||||||||
Equity Method Investment, Ownership Percentage | 49% | ||||||||||
Beijing Pengtai | Beijing Pengtai Interactive Advertising Co Ltd | |||||||||||
Long term investments | |||||||||||
Equity Method Investment, Ownership Percentage | 51% | ||||||||||
iClick | |||||||||||
Long term investments | |||||||||||
Percentage of interest of total outstanding shares | 4% | ||||||||||
Percentage of interest of voting equity | 10% | ||||||||||
Unrealized investment gain (loss) | 65 | (102,035) | ¥ (209,956) | ||||||||
Long term investments | 10,261 | 10,020 | |||||||||
Fosun Fashion Group (Cayman) Limited | |||||||||||
Long term investments | |||||||||||
Unrealized investment gain (loss) | (68,096) | 4,208 | |||||||||
Long term investments | ¥ 33,999 | ¥ 102,095 | |||||||||
Class B ordinary shares | iClick | |||||||||||
Long term investments | |||||||||||
Number of shares subscribed | shares | 649,349 | ||||||||||
Subscription price | $ | $ 17,200 | ||||||||||
Number of votes per share | Vote | 20 | ||||||||||
Class B ordinary shares | Fosun Fashion Group (Cayman) Limited | |||||||||||
Long term investments | |||||||||||
Preferred shares issued | shares | 4,908,939 | 4,908,939 | |||||||||
Ordinary shares acquired | shares | 300,000 | ||||||||||
Percentage of interest of voting equity | 1.57% | ||||||||||
Subscription price | ¥ 76,716 | ||||||||||
Conversion of preferred to ordinary shares | shares | 1,321,790 | ||||||||||
Total consideration | ¥ 21,170 | ||||||||||
ADR | iClick | |||||||||||
Long term investments | |||||||||||
Number of shares subscribed | shares | 2,471,468 | ||||||||||
Subscription price | $ | $ 32,800 | ||||||||||
Class A ordinary shares | iClick | |||||||||||
Long term investments | |||||||||||
Number of ADS per share | shares | 2 |
Goodwill impairment (Details)
Goodwill impairment (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | |
Changes in goodwill | ||||
Goodwill, Beginning Balance | ¥ 336,326 | |||
Accumulated impairment loss | (35,212) | $ (4,960) | ¥ (13,155) | ¥ 0 |
Goodwill, Ending Balance | 312,464 | $ 44,010 | 336,326 | |
E-Commerce | ||||
Changes in goodwill | ||||
Goodwill, Beginning Balance | 336,326 | 397,904 | ||
Goodwill disposed during the year | 11,350 | (48,423) | ||
Goodwill | 360,831 | 349,481 | ||
Accumulated impairment loss | (35,212) | (13,155) | ||
Goodwill, Ending Balance | ¥ 312,464 | ¥ 336,326 | ¥ 397,904 |
Goodwill impairment - Additiona
Goodwill impairment - Additional Information (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | Dec. 31, 2023 USD ($) | |
Changes in goodwill | ||||
Goodwill | ¥ 312,464 | ¥ 336,326 | $ 44,010 | |
BZ and BLT | ||||
Changes in goodwill | ||||
Goodwill | 35,212 | 13,155 | ¥ 0 | |
Brand Management | ||||
Changes in goodwill | ||||
Goodwill | 0 | |||
E-Commerce | ||||
Changes in goodwill | ||||
Goodwill | 312,464 | ¥ 336,326 | ¥ 397,904 | |
E-Commerce | BolTone | ||||
Changes in goodwill | ||||
Goodwill | 75,761 | |||
E-Commerce | Morefun | ||||
Changes in goodwill | ||||
Goodwill | 59,090 | |||
E-Commerce | eFashion | ||||
Changes in goodwill | ||||
Goodwill | 135,515 | |||
E-Commerce | Mansen | ||||
Changes in goodwill | ||||
Goodwill | 10,588 | |||
E-Commerce | Baozun | ||||
Changes in goodwill | ||||
Goodwill | ¥ 79,877 |
Short-term loan (Details)
Short-term loan (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Short- term loan | ||
Short-term bank borrowings | ¥ 1,115,721 | ¥ 1,016,071 |
Short-term loan (Narrative) (De
Short-term loan (Narrative) (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2023 USD ($) | |
Maximum borrowing capacity | ¥ 127,773 | ¥ 17,342 | |
Short-term bank borrowings | ¥ 1,115,721 | ¥ 1,016,071 | $ 157,146 |
Revolving Credit Facility | |||
Term of the debt | 1 year | 1 year | |
Maximum borrowing capacity | ¥ 3,715,846 | ¥ 3,329,012 | |
Short-term bank borrowings | 1,115,721 | 1,016,071 | |
Line of Credit Facility, Current Borrowing Capacity | 107,196 | 8,664 | |
Debt Instrument, Unused Borrowing Capacity, Amount | 2,309,684 | 1,903,404 | |
Letters Of Guarantee | |||
Credit facilities used to issue letter of guarantee | 183,245 | 400,873 | |
Notes Payable | |||
Maximum borrowing capacity | ¥ 506,629 | ¥ 487,837 |
Accrued expenses and other cu_3
Accrued expenses and other current liabilities (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) |
Accrued expenses and other current liabilities | ||||
Logistics expenses accruals | ¥ 267,040 | ¥ 303,880 | ||
Advances from customers | 163,237 | 120,858 | ¥ 63,677 | |
Outsourced labor cost payable | 111,318 | 74,698 | ||
Salary and welfare payable | 196,018 | 223,843 | ||
Professional fee accruals | 23,408 | 24,786 | ||
Marketing expenses accruals | 217,995 | 177,084 | ||
Other tax payable | 27,358 | 10,567 | ||
Sales return accrual | 20,869 | 1,497 | ||
Consideration payable | 75,244 | 75,453 | ||
Others | 85,692 | 12,874 | ||
Accrued expenses and other current liabilities | ¥ 1,188,179 | $ 167,350 | ¥ 1,025,540 |
Income tax (Schedule of Income
Income tax (Schedule of Income Taxes) (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | |
Income tax | ||||
Current tax | ¥ 57,594 | ¥ 82,595 | ¥ 118,914 | |
Deferred tax | (45,591) | $ (6,421) | (56,115) | (63,655) |
Income tax expense | ¥ 12,003 | $ 1,691 | ¥ 26,480 | ¥ 55,259 |
Income tax (Reconciliation of t
Income tax (Reconciliation of the Effective Income Tax Rate) (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income tax | |||
Statutory income tax rate | 25% | 25% | 25% |
Non-deductible share-based compensation | (11.92%) | (6.13%) | (31.91%) |
Effect of tax rates in different tax jurisdiction | (4.79%) | (23.20%) | (37.48%) |
Effect of preferential tax rate | 0.92% | 0.84% | 4.22% |
Research and development super deduction | 7.40% | 2.28% | 11.45% |
HK tax-free interest income | 3.51% | 0.10% | 2.77% |
Effect of equity transaction | (7.92%) | ||
Others | 1.14% | 0.14% | (3.00%) |
Changes in valuation allowance | (26.79%) | (3.59%) | 0.99% |
Effective income tax rate | (5.53%) | (4.56%) | (35.88%) |
Income tax (Schedule of effect
Income tax (Schedule of effect of tax holiday) (Details) - CNY (¥) ¥ / shares in Units, ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income tax | |||
Tax saving amount due to preferential tax rates | ¥ 1,993 | ¥ 4,898 | ¥ 7,142 |
Income per share effect-basic | ¥ 0.01 | ¥ 0.03 | ¥ 0.03 |
Income per share effect-diluted | ¥ 0.01 | ¥ 0.03 | ¥ 0.03 |
Income tax (Schedule of Deferre
Income tax (Schedule of Deferred Tax Assets and Liabilities) (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | |||
Accrued expenses | ¥ 64,166 | ¥ 52,912 | |
Inventory write-down | 46,674 | 33,379 | |
Impairment of equity investments | 8,595 | 7,048 | |
Salary and welfare payable | 1,954 | 2,760 | |
Allowance for credit losses | 23,464 | 21,627 | |
Net operating loss carry forward | 439,585 | 83,099 | |
Less: valuation allowance | (383,810) | (38,316) | ¥ (18,169) |
Deferred tax assets, net | 200,628 | 162,509 | |
Deferred tax liabilities: | |||
Identifiable intangible assets | (24,966) | (28,082) | |
Deferred tax liabilities | ¥ (24,966) | ¥ (28,082) |
Income tax (Movement of the Val
Income tax (Movement of the Valuation Allowance) (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income tax | ||
Beginning balance | ¥ 38,316 | ¥ 18,169 |
Additions | 355,907 | 28,134 |
Reversals | (10,413) | (7,987) |
Ending balance | ¥ 383,810 | ¥ 38,316 |
Income tax (Narrative) (Details
Income tax (Narrative) (Details) ¥ in Thousands, $ in Thousands, $ in Millions | 12 Months Ended | ||||||||
Dec. 31, 2023 HKD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | |
Income tax | |||||||||
Profits tax rate | $ | $ 2 | ||||||||
Profits tax rate, percentage | 8.25% | ||||||||
Statutory tax rate | 25% | 25% | 25% | ||||||
Applicability of preferential income tax rate | 25% | ||||||||
Preferential income tax rate | 15% | ||||||||
valid term of years | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | ||
Operating loss carryforwards | ¥ 359,812 | ¥ 1,814,685 | |||||||
Accumulated deficit | (228,165) | (506,587) | $ (71,349) | ||||||
PRC Tax Administration and Collection Law | |||||||||
Income tax | |||||||||
Statute of limitations period if underpayment of taxes due to computational errors by taxpayer or withholding agent | 3 years | ||||||||
Statute of limitations extended period under special circumstances | 5 years | ||||||||
Underpayment of tax liability | 100 | ||||||||
Statute of limitations under related party transactions | 10 years | ||||||||
CHINA | |||||||||
Income tax | |||||||||
Accumulated deficit | ¥ 1,601,313 | ¥ 2,332,782 | |||||||
Hong Kong | |||||||||
Income tax | |||||||||
Statutory tax rate | 16.50% |
Operating lease liabilities (Le
Operating lease liabilities (Lease Term and Discount Rate) (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Weighted-average remaining lease term: | ||
- Operating leases | 4 years 7 months 17 days | 5 years 6 months |
Weighted-average discount rate | ||
- Operating leases | 6.32% | 6.69% |
Operating lease liabilities (Ma
Operating lease liabilities (Maturity Analysis of the Annual Undiscounted Cash Flows) (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) |
Operating lease liabilities | |||
2024 | ¥ 390,362 | ||
2025 | 300,519 | ||
2026 | 197,584 | ||
2027 | 146,670 | ||
2028 | 82,532 | ||
Thereafter | 192,133 | ||
Total lease commitment | 1,309,800 | ||
Less: Imputed interest | (177,721) | ||
Total operating lease liabilities | 1,132,079 | ||
Less: current operating lease liabilities | (332,983) | $ (46,900) | ¥ (235,445) |
Long-term operating lease liabilities | ¥ 799,096 | $ 112,550 | ¥ 673,955 |
Operating lease liabilities (Su
Operating lease liabilities (Supplemental Cash Flow Information) (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash paid for amounts included in measurement of liabilities: | ||
Operating cash flows from operating leases | ¥ 432,477 | ¥ 371,295 |
Right-of-use assets obtained in exchange for lease liabilities: | ||
Operating leases | ¥ 429,788 | ¥ 54,036 |
Operating lease liabilities (Na
Operating lease liabilities (Narrative) (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating lease liabilities | |||
Future lease payments for short-term operating leases that are not capitalized as right-of-use assets | ¥ 16,105 | ||
Operating lease expenses | ¥ 447,126 | ¥ 367,605 | ¥ 319,649 |
Short-term leases not capitalized as right-of-use assets | ¥ 35,386 |
Redeemable non-controlling in_3
Redeemable non-controlling interests - Narrative (Details) ¥ in Thousands, $ in Millions | 12 Months Ended | |||||||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2022 USD ($) | Oct. 31, 2021 CNY (¥) | Oct. 31, 2021 USD ($) | Aug. 31, 2021 | |
Redeemable non-controlling interests. | ||||||||
Derivative liabilities | ¥ 364,800 | $ 52.8 | ||||||
Derivative liabilities settled | ¥ 74,000 | $ 10.2 | ||||||
Payments for Settlement of Derivative Liability | 24,500 | $ 3.4 | ||||||
Settle derivative liabilities with shares | 100,807 | |||||||
Additional paid-in capital settlement of derivative liabilities with shares | ¥ 182,200 | |||||||
Baotong Inc. | ||||||||
Redeemable non-controlling interests. | ||||||||
Equity Method Investment, Ownership Percentage | 7% | 7% | ||||||
Baotong Inc. | Cainiao | ||||||||
Redeemable non-controlling interests. | ||||||||
Total consideration | ¥ 1,392,500 | $ 217.9 | ||||||
Equity Method Investment, Ownership Percentage | 30% | 30% | ||||||
Shanghai Morefun Information Technology Co., Ltd.("Morefun") | ||||||||
Redeemable non-controlling interests. | ||||||||
Equity interests to be transferred (as a percent) | 51% | |||||||
Shanghai Morefun Information Technology Co., Ltd.("Morefun") | CJ O Shopping | ||||||||
Redeemable non-controlling interests. | ||||||||
Equity interests to be transferred (as a percent) | 22% |
Redeemable non-controlling in_4
Redeemable non-controlling interests (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | |
Redeemable non-controlling interests | ||||
Opening balance | ¥ 1,438,082 | ¥ 1,421,680 | ||
Net income attributable to redeemable non-controlling interest | 45,969 | $ 6,475 | 43,759 | ¥ 12,362 |
Settle derivative liabilities with shares | 100,807 | |||
Impact from deconsolidation of a subsidiary due to loss of control | (27,357) | |||
Closing balance | ¥ 1,584,858 | $ 223,223 | ¥ 1,438,082 | ¥ 1,421,680 |
Ordinary Shares and Treasury _2
Ordinary Shares and Treasury Stock (Details) - USD ($) $ in Millions | 12 Months Ended | |||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 05, 2022 | Nov. 30, 2021 | May 18, 2021 | |
Ordinary Shares and Treasury Stock | ||||||
Amount of shares repurchased | $ 68 | $ 164.9 | $ 175 | $ 175 | ||
Maximum amount of shares repurchased | $ 80 | |||||
Number of shares retired | 32,353,269 | 19,042,105 | ||||
Amount of shares retired | $ 105 | |||||
Number of shares repurchased | 24,203,643 | 27,191,731 | ||||
Class A ordinary shares | ||||||
Ordinary Shares and Treasury Stock | ||||||
Shares issued upon exercise of share options and vesting of RSUs | 4,801,007 | 4,503,090 | 2,180,370 |
Net income (loss) per share (Sc
Net income (loss) per share (Schedule of Basic and Diluted Net Income (Loss) Per Share) (Details) ¥ / shares in Units, $ / shares in Units, ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 CNY (¥) ¥ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 CNY (¥) ¥ / shares shares | Dec. 31, 2021 CNY (¥) ¥ / shares shares | |
Numerator: | ||||
Net loss | ¥ (222,776) | $ (31,377) | ¥ (610,374) | ¥ (205,963) |
Net (income) loss attributable to non-controlling interests | (9,677) | (1,363) | 843 | (1,505) |
Net income attributable to redeemable non-controlling interests | (45,969) | $ (6,475) | (43,759) | (12,362) |
Net loss attributable to ordinary shareholders of Baozun Inc. | ¥ | ¥ (278,422) | ¥ (653,290) | ¥ (219,830) | |
Net loss per share attributable to ordinary shareholders of Baozun Inc. | ||||
Basic | (per share) | ¥ (1.56) | $ (0.22) | ¥ (3.56) | ¥ (1.02) |
Diluted | (per share) | (1.56) | (0.22) | (3.56) | (1.02) |
Net loss per ADS (1 ADS represents 3 Class A ordinary shares) attributable to ordinary shareholders of Baozun Inc. | ||||
Basic | (per share) | (4.68) | (0.66) | (10.69) | (3.05) |
Diluted | (per share) | ¥ (4.68) | $ (0.66) | ¥ (10.69) | ¥ (3.05) |
Weighted average number of ordinary shares | ||||
Basic | 178,549,849 | 178,549,849 | 183,274,855 | 216,370,290 |
Diluted | 178,549,849 | 178,549,849 | 183,274,855 | 216,370,290 |
Net income (loss) per share (Na
Net income (loss) per share (Narrative) (Details) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Net income (loss) per share | |||
Antidilutive securities excluded from computation of earnings per share amount | 8,502,786 | 3,751,322 | 527,416 |
Shares issued to ADS borrowers | 12,692,328 |
Related party transactions (Det
Related party transactions (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | Dec. 31, 2023 USD ($) | |
Related party transactions | |||||
Revenues | ¥ 8,812,013 | $ 1,241,146 | ¥ 8,400,631 | ¥ 9,396,256 | |
Amounts due from related parties | 86,661 | 93,270 | $ 12,206 | ||
Other current liabilities | 32,118 | 30,434 | $ 4,524 | ||
Alibaba Group Holding Limited | |||||
Related party transactions | |||||
Amounts due from related parties | 48,096 | 38,405 | |||
Other current liabilities | 30,485 | 21,339 | |||
Alibaba Group Holding Limited | Warehousing Service Revenue | |||||
Related party transactions | |||||
Revenues | 70,566 | 34,614 | 33 | ||
Alibaba Group Holding Limited | Store Operation Service | |||||
Related party transactions | |||||
Revenues | 5,728 | 7,523 | 12,313 | ||
Alibaba Group Holding Limited | I T Service | |||||
Related party transactions | |||||
Fees paid | 12,755 | 10,718 | |||
Alibaba Group Holding Limited | Logistic Service | |||||
Related party transactions | |||||
Fees paid | 38,373 | 47,569 | 72,459 | ||
Alibaba Group Holding Limited | Marketing and Platform Service [Member] | |||||
Related party transactions | |||||
Fees paid | 278,938 | 746,858 | 752,833 | ||
Alibaba Group Holding Limited | Purchase of Product [Member] | |||||
Related party transactions | |||||
Revenues | 8,607 | 5,954 | |||
Baobida IOT Technology (Suzhou) Co., Ltd | |||||
Related party transactions | |||||
Amounts due from related parties | 0 | 19,110 | |||
Other current liabilities | 0 | 4,151 | |||
Baobida IOT Technology (Suzhou) Co., Ltd | Logistic Service | |||||
Related party transactions | |||||
Fees paid | 718 | 8,224 | |||
Beijing Pengtai Baozun E-commerce Co., Ltd. | |||||
Related party transactions | |||||
Amounts due from related parties | 2,049 | 2,002 | |||
Beijing Pengtai Baozun E-commerce Co., Ltd. | Store Operation Service | |||||
Related party transactions | |||||
Revenues | 5,232 | 4,951 | |||
Beijing Pengtai Baozun E-commerce Co., Ltd. | I T Service | |||||
Related party transactions | |||||
Revenues | 2,062 | ||||
Signify Lighting Technology (Shanghai) Co., Ltd. | |||||
Related party transactions | |||||
Amounts due from related parties | 1,709 | 3,648 | |||
Signify Lighting Technology (Shanghai) Co., Ltd. | Warehousing Service Revenue | |||||
Related party transactions | |||||
Revenues | 91 | 2,787 | |||
Signify Lighting Technology (Shanghai) Co., Ltd. | Store Operation Service | |||||
Related party transactions | |||||
Revenues | 6,493 | 5,912 | 6,160 | ||
Shanghai Kewei E-commerce Co., Ltd. | |||||
Related party transactions | |||||
Amounts due from related parties | 900 | 5,580 | |||
Shanghai Kewei E-commerce Co., Ltd. | Store Operation Service | |||||
Related party transactions | |||||
Revenues | 2,985 | 938 | 1,565 | ||
Shanghai Kewei E-commerce Co., Ltd. | Marketing and Platform Service [Member] | |||||
Related party transactions | |||||
Fees paid | 16,337 | 52,806 | 26,986 | ||
Jiangsu Creaway Supply Chain Management Co., Ltd. | |||||
Related party transactions | |||||
Amounts due from related parties | 6,631 | 6,906 | |||
Other current liabilities | 1,028 | 2,935 | |||
Jiangsu Creaway Supply Chain Management Co., Ltd. | Logistic Service | |||||
Related party transactions | |||||
Revenues | 1,363 | 2,239 | 2,333 | ||
Revenues collected | 12,814 | 64,572 | 68,556 | ||
Fees paid | 2,902 | 4,339 | 2,244 | ||
Service fees advanced | 1,330 | 13,410 | 57,904 | ||
Hangzhou Juxi Technology Co., Ltd. | |||||
Related party transactions | |||||
Other current liabilities | 453 | 1,507 | |||
Hangzhou Juxi Technology Co., Ltd. | Outsourcing Labor Cost [Member] | |||||
Related party transactions | |||||
Fees paid | 6,493 | 6,406 | 15,167 | ||
Jiangsu Shanggao Supply Chain Co., Ltd. | Logistic Service | |||||
Related party transactions | |||||
Fees paid | 330 | ||||
Hangzhou Baichen Technology Co., Ltd. | Marketing and Platform Service [Member] | |||||
Related party transactions | |||||
Fees paid | 723 | 715 | 6,230 | ||
Zunrui (Nantong) E-commerce Co., Ltd. [Member] | Outsourcing Labor Cost [Member] | |||||
Related party transactions | |||||
Fees paid | 10,273 | ||||
Aoxue Culture Communication (Beijing) Co., Ltd | |||||
Related party transactions | |||||
Amounts due from related parties | 509 | 3,222 | |||
Aoxue Culture Communication (Beijing) Co., Ltd | Store Operation Service | |||||
Related party transactions | |||||
Revenues | 1,522 | 3,175 | |||
Changsha Benwei Fresh Food Brand Management Co., Ltd | |||||
Related party transactions | |||||
Amounts due from related parties | 3,815 | 6,564 | |||
Changsha Benwei Fresh Food Brand Management Co., Ltd | Store Operation Service | |||||
Related party transactions | |||||
Revenues | 5,375 | 6,321 | |||
Others | |||||
Related party transactions | |||||
Revenues | 1,015 | 1,979 | 12 | ||
Fees paid | 3,863 | 1,374 | 1,414 | ||
Amounts due from related parties | 205 | 79 | |||
Other current liabilities | 152 | 502 | |||
Shanghai Mansen Brand Management Co., Ltd [Member] | |||||
Related party transactions | |||||
Amounts due from related parties | 0 | 1,454 | |||
Shanghai Mansen Brand Management Co., Ltd [Member] | Store Operation Service | |||||
Related party transactions | |||||
Revenues | 195 | 1,443 | |||
Sesame Blooming Limited Co Ltd | |||||
Related party transactions | |||||
Amounts due from related parties | 22,747 | 0 | |||
Hunan Leier Media Co., Ltd. [Member] | |||||
Related party transactions | |||||
Amounts due from related parties | 0 | 6,300 | |||
Related Party [Member] | |||||
Related party transactions | |||||
Revenues | ¥ 113,288 | ¥ 133,758 | ¥ 95,821 |
Share-Based Compensation (Summa
Share-Based Compensation (Summary of Stock Option Activity) (Details) ¥ / shares in Units, ¥ in Thousands | 12 Months Ended | 72 Months Ended | |||
Dec. 31, 2023 CNY (¥) ¥ / shares shares | Dec. 31, 2023 CNY (¥) ¥ / shares $ / shares shares | Dec. 31, 2022 CNY (¥) ¥ / shares $ / shares shares | Dec. 31, 2021 shares | Dec. 31, 2015 shares | |
Number of Options | |||||
Granted | 0 | 0 | 0 | 24,731,467 | |
Weighted Average Grant-Date Fair Value | |||||
Exercised, Aggregate Intrinsic Value | ¥ | ¥ 11,543 | ||||
Equity Option | |||||
Number of Options | |||||
Outstanding, beginning balance | 1,887,470 | ||||
Forfeited | 0 | ||||
Exercised | (10,644) | ||||
Outstanding, ending balance | 1,876,826 | 1,887,470 | |||
Vested and expected to vest | 1,876,826 | 1,876,826 | |||
Exercisable | 1,876,826 | 1,876,826 | |||
Weighted Average Exercise Price | |||||
Weighted Average Exercise Price Outstanding | ¥ / shares | ¥ 0.5 | ¥ 0.5 | ¥ 0.5 | ||
Weighted Average Exercise Price Outstanding | ¥ / shares | 0.5 | ||||
Vested and expected to vest | ¥ / shares | 0.5 | 0.5 | |||
Exercisable | ¥ / shares | ¥ 0.5 | ¥ 0.5 | |||
Weighted Average Remaining Contractual Term | |||||
Outstanding | 8 months 12 days | 1 year 8 months 12 days | |||
Vested and expected to vest | 8 months 12 days | ||||
Exercisable | 8 months 12 days | ||||
Weighted Average Grant-Date Fair Value | |||||
Outstanding, beginning balance | $ / shares | ¥ 2.15 | ||||
Exercised | $ / shares | 0.96 | ||||
Exercisable | $ / shares | 2.15 | ||||
Vested and expected to vest | $ / shares | 2.15 | ||||
Outstanding, ending balance | $ / shares | ¥ 2.15 | ¥ 2.15 | |||
Outstanding, Aggregate Intrinsic Value | ¥ | ¥ 11,543 | ¥ 11,543 | ¥ 22,098 | ||
Vested and expected to vest, Aggregate Intrinsic Value | ¥ | 11,543 | 11,543 | |||
Exercisable, Aggregate Intrinsic Value | ¥ | ¥ 11,543 | ¥ 11,543 |
Share-Based Compensation (Sched
Share-Based Compensation (Schedule of Restricted Share Units Activities) (Details) - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Dec. 31, 2023 ¥ / shares shares | |
2015 Plan [Member] | |
Number of restricted share units | |
Outstanding, beginning balance | 6,595,577 |
Granted | 5,407,413 |
Vested | (4,790,363) |
Forfeited | (586,667) |
Outstanding, ending balance | 6,625,960 |
Weighted-Average Grant-Date Fair Value | |
Outstanding, beginning balance | ¥ / shares | ¥ 31.68 |
Granted | ¥ / shares | 12.36 |
Vested | ¥ / shares | 26.53 |
Forfeited | ¥ / shares | 23.96 |
Outstanding, ending balance | ¥ / shares | ¥ 20.32 |
2022 Plan [Member] | |
Number of restricted share units | |
Granted | 5,407,413 |
Share-Based Compensation (Sch_2
Share-Based Compensation (Schedule of Compensation Expense) (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation | |||
Compensation expense | ¥ 103,449 | ¥ 142,381 | ¥ 196,547 |
Fulfillment [Member] | |||
Share-Based Compensation | |||
Compensation expense | 6,443 | 13,730 | 16,845 |
Sales and marketing [Member] | |||
Share-Based Compensation | |||
Compensation expense | 33,955 | 57,548 | 89,275 |
Technology and content [Member] | |||
Share-Based Compensation | |||
Compensation expense | 12,184 | 22,512 | 38,001 |
General and administrative [Member] | |||
Share-Based Compensation | |||
Compensation expense | ¥ 50,867 | ¥ 48,591 | ¥ 52,426 |
Share-Based Compensation (Narra
Share-Based Compensation (Narrative) (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation | |||
Unrecognized compensation costs | ¥ 94,474 | ||
Compensation expense | ¥ 103,449 | ¥ 142,381 | ¥ 196,547 |
2015 Plan [Member] | |||
Share-Based Compensation | |||
Unrecognized compensation expense, recognition period | 1 year 7 months 6 days | ||
Restricted Stock Units (RSUs) [Member] | 2015 Plan [Member] | |||
Share-Based Compensation | |||
Granted | 5,407,413 | ||
Restricted Stock Units (RSUs) [Member] | 2022 Plan [Member] | |||
Share-Based Compensation | |||
Granted | 5,407,413 | ||
Restricted Stock Units (RSUs) [Member] | Minimum | 2015 Plan [Member] | |||
Share-Based Compensation | |||
Vesting period | 1 year | ||
Restricted Stock Units (RSUs) [Member] | Minimum | 2022 Plan [Member] | Scenario immediate vesting after grant date | |||
Share-Based Compensation | |||
Vesting period | 3 months | ||
Restricted Stock Units (RSUs) [Member] | Maximum | 2015 Plan [Member] | |||
Share-Based Compensation | |||
Vesting period | 4 years | ||
Restricted Stock Units (RSUs) [Member] | Maximum | 2022 Plan [Member] | Scenario immediate vesting after grant date | |||
Share-Based Compensation | |||
Vesting period | 4 years | ||
Management and employees | Restricted Stock Units (RSUs) [Member] | 2022 Plan [Member] | |||
Share-Based Compensation | |||
Granted | 7,099,416 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Employee benefit plans | |||
Contributions by employer | ¥ 407,783 | ¥ 373,024 | ¥ 298,108 |
Restricted Net Assets (Details)
Restricted Net Assets (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted net assets | |||
Appropriations | ¥ 21,933 | ¥ 16,484 | ¥ 19,456 |
Accumulated reserves | 156,577 | ¥ 134,624 | ¥ 118,140 |
Net assets not available for dividends | ¥ 3,334,988 |
Segment Information (Details)
Segment Information (Details) ¥ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Feb. 28, 2023 item | Dec. 31, 2023 CNY (¥) item | Dec. 31, 2023 USD ($) item | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | |
Segment Information | |||||
Revenues | ¥ 8,812,013 | $ 1,241,146 | ¥ 8,400,631 | ¥ 9,396,256 | |
China | |||||
Segment Information | |||||
Number of operating segments | 2 | ||||
Number of business lines in segment | 2 | 2 | |||
Revenues | ¥ | ¥ 8,701,254 | ¥ 8,255,790 |
Segment Information - Reportabl
Segment Information - Reportable segment results (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | |
Net Revenues: | ||||
Revenues | ¥ 8,812,013 | $ 1,241,146 | ¥ 8,400,631 | ¥ 9,396,256 |
Adjusted Operating Profits (Losses): | ||||
Income /(loss) from operations | (206,380) | (29,068) | 33,287 | 7,021 |
Unallocated Expenses: | ||||
Share-based compensation expenses | (103,449) | (142,381) | (196,547) | |
Amortization of intangible assets resulting from business acquisition | (31,875) | (39,431) | (20,536) | |
Acquisition-related expenses | (12,171) | (13,694) | ||
Cancellation fees of repurchased shares | (4,650) | |||
Loss on variance from expected contingent acquisition payment | (9,495) | |||
Accumulated impairment loss | (35,212) | (4,960) | (13,155) | 0 |
Loss before income tax and share of income in equity method investment | (217,026) | $ (30,567) | (580,308) | (154,004) |
Operating segments | ||||
Adjusted Operating Profits (Losses): | ||||
Income /(loss) from operations | (23,673) | 256,093 | 224,104 | |
Unallocated Expenses: | ||||
Revenues | (10,646) | (613,595) | (161,025) | |
Loss before income tax and share of income in equity method investment | (217,026) | (580,308) | (154,004) | |
Inter-segment eliminations | ||||
Net Revenues: | ||||
Revenues | (80,128) | |||
E-Commerce | ||||
Unallocated Expenses: | ||||
Accumulated impairment loss | (35,212) | (13,155) | ||
E-Commerce | Operating segments | ||||
Net Revenues: | ||||
Revenues | 7,621,114 | 8,400,631 | 9,396,256 | |
Adjusted Operating Profits (Losses): | ||||
Income /(loss) from operations | 163,990 | ¥ 256,093 | ¥ 224,104 | |
Brand Management | Operating segments | ||||
Net Revenues: | ||||
Revenues | 1,271,027 | |||
Adjusted Operating Profits (Losses): | ||||
Income /(loss) from operations | ¥ (187,663) |
Subsequent Event (Details)
Subsequent Event (Details) ¥ in Thousands | 12 Months Ended | ||
Apr. 12, 2024 USD ($) shares | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | |
Subsequent Event | |||
Share repurchase | ¥ | ¥ 446,636 | ¥ 1,060,353 | |
Subsequent Event | |||
Subsequent Event | |||
Share repurchase (in shares) | shares | 400,000 | ||
Share repurchase | $ | $ 966,137 |
FINANCIAL INFORMATION OF PARE_2
FINANCIAL INFORMATION OF PARENT COMPANY (CONDENSED BALANCE SHEET) (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands | Dec. 31, 2023 CNY (¥) shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 CNY (¥) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 CNY (¥) |
Current assets: | |||||
Cash and cash equivalents | ¥ 2,149,531 | $ 302,755 | ¥ 2,144,020 | ¥ 4,606,545 | |
Restricted cash | 202,764 | 28,559 | 101,704 | ||
Prepayments and other current assets | 590,350 | 83,149 | 554,415 | ||
Short term investment | 720,522 | 101,483 | 895,425 | ||
Amounts due from subsidiaries and VIE | 86,661 | 12,206 | 93,270 | ||
Total current assets | 7,290,784 | 1,026,885 | 7,397,121 | ||
Non-current assets: | |||||
Investments in equity investee | ¥ | 359,129 | 269,693 | |||
Total non-current assets | 3,183,692 | 448,414 | 2,725,349 | ||
TOTAL ASSETS | 10,474,476 | 1,475,299 | 10,122,470 | ||
Current liabilities: | |||||
Short-term loans | 1,115,721 | 157,146 | 1,016,071 | ||
Other current liabilities | 32,118 | 4,524 | 30,434 | ||
Income tax payables | 18,768 | 2,643 | 46,828 | ||
Derivative liabilities | 364,800 | $ 52,800 | |||
Total current liabilities | 3,757,960 | 529,296 | 3,681,645 | ||
Non-current liabilities: | |||||
Total non-current liabilities | 864,780 | 121,801 | 764,487 | ||
TOTAL LIABILITIES | 4,622,740 | 651,097 | 4,446,132 | ||
SHAREHOLDERS' EQUITY | |||||
Additional paid-in capital | 4,571,439 | 643,874 | 5,129,103 | ||
Treasury shares | ¥ | (832,578) | ||||
Accumulative deficit | (506,587) | (71,349) | (228,165) | ||
Accumulated other comprehensive income | 32,251 | 4,542 | 15,678 | ||
Total shareholders' equity | 4,097,204 | 577,081 | 4,084,162 | ||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 10,474,476 | 1,475,299 | 10,122,470 | ||
Class A ordinary shares | |||||
SHAREHOLDERS' EQUITY | |||||
Ordinary shares | ¥ 93 | $ 13 | ¥ 116 | ||
Ordinary shares: | |||||
Par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Shares authorized | 470,000,000 | 470,000,000 | 470,000,000 | 470,000,000 | |
Shares issued | 167,901,880 | 167,901,880 | 163,100,873 | 163,100,873 | |
Shares outstanding | 167,901,880 | 167,901,880 | 163,100,873 | 163,100,873 | |
Class B ordinary shares | |||||
SHAREHOLDERS' EQUITY | |||||
Ordinary shares | ¥ 8 | $ 1 | ¥ 8 | ||
Ordinary shares: | |||||
Par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Shares authorized | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | |
Shares issued | 13,300,738 | 13,300,738 | 13,300,738 | 13,300,738 | |
Shares outstanding | 13,300,738 | 13,300,738 | 13,300,738 | 13,300,738 | |
Parent Company | |||||
Current assets: | |||||
Cash and cash equivalents | ¥ 446,105 | $ 62,833 | ¥ 783,543 | ||
Restricted cash | 120,807 | 17,015 | |||
Prepayments and other current assets | 24,255 | 3,417 | 2,060 | ||
Short term investment | ¥ | 138,052 | ||||
Amounts due from subsidiaries and VIE | 1,681,216 | 236,795 | 1,434,838 | ||
Total current assets | 2,272,383 | 320,060 | 2,358,493 | ||
Non-current assets: | |||||
Investments in subsidiaries and VIE | 1,844,885 | 259,847 | 2,114,145 | ||
Investments in equity investee | 10,261 | 1,445 | 10,019 | ||
Total non-current assets | 1,855,146 | 261,292 | 2,124,164 | ||
TOTAL ASSETS | 4,127,529 | 581,352 | 4,482,657 | ||
Current liabilities: | |||||
Other current liabilities | 30,325 | 4,271 | 33,737 | ||
Derivative liabilities | ¥ | 364,758 | ||||
Total current liabilities | 30,325 | 4,271 | 398,495 | ||
Non-current liabilities: | |||||
Total non-current liabilities | |||||
TOTAL LIABILITIES | 30,325 | 4,271 | 398,495 | ||
SHAREHOLDERS' EQUITY | |||||
Additional paid-in capital | 4,571,439 | 643,874 | 5,129,103 | ||
Treasury shares | ¥ | (832,578) | ||||
Accumulative deficit | (506,587) | (71,349) | (228,165) | ||
Accumulated other comprehensive income | 32,251 | 4,542 | 15,678 | ||
Total shareholders' equity | 4,097,204 | 577,081 | 4,084,162 | ||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 4,127,529 | 581,352 | 4,482,657 | ||
Parent Company | Class A ordinary shares | |||||
SHAREHOLDERS' EQUITY | |||||
Ordinary shares | ¥ 93 | $ 13 | ¥ 116 | ||
Ordinary shares: | |||||
Par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Shares authorized | 470,000,000 | 470,000,000 | 470,000,000 | 470,000,000 | |
Shares issued | 167,901,880 | 167,901,880 | 163,100,873 | 163,100,873 | |
Shares outstanding | 167,901,880 | 167,901,880 | 163,100,873 | 163,100,873 | |
Parent Company | Class B ordinary shares | |||||
SHAREHOLDERS' EQUITY | |||||
Ordinary shares | ¥ 8 | $ 1 | ¥ 8 | ||
Ordinary shares: | |||||
Par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Shares authorized | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | |
Shares issued | 13,300,738 | 13,300,738 | 13,300,738 | 13,300,738 | |
Shares outstanding | 13,300,738 | 13,300,738 | 13,300,738 | 13,300,738 |
FINANCIAL INFORMATION OF PARE_3
FINANCIAL INFORMATION OF PARENT COMPANY (CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME) (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | |
Operating expenses: | ||||
Sales and marketing | ¥ (2,829,016) | $ (398,459) | ¥ (2,674,358) | ¥ (2,549,842) |
General and administrative | (855,914) | (120,553) | (371,470) | (525,802) |
Total operating expenses | (9,018,393) | (1,270,214) | (8,367,344) | (9,389,235) |
Loss from operations | (206,380) | (29,068) | 33,287 | 7,021 |
Interest income | 82,113 | 11,565 | 45,816 | 62,943 |
Interest expense | (41,344) | (5,823) | (56,917) | (56,847) |
Unrealized investment gain (loss) | (68,031) | (9,582) | (97,827) | (209,956) |
Exchange gain (loss) | (8,530) | (1,201) | (32,384) | 46,226 |
Income tax expense | (12,003) | (1,691) | (26,480) | (55,259) |
Gain on repurchase of 1.625% convertible senior notes due 2024 | 0 | 0 | 7,907 | 0 |
Fair value (loss) gain on derivative liabilities | 24,515 | 3,453 | (364,758) | 0 |
Net loss attributable to ordinary shareholders of Baozun Inc | (278,422) | (39,215) | (653,290) | (219,830) |
Foreign currency translation adjustment | ¥ 16,573 | $ 2,334 | 118,281 | (53,847) |
Convertible senior notes | 1.625% | 1.625% | ||
Parent Company | ||||
Operating expenses: | ||||
Sales and marketing | ¥ (5,242) | $ (738) | (2,362) | |
General and administrative | (27,376) | (3,856) | (53,170) | (18,166) |
Other operating (expenses) income | 3,498 | 493 | 5,194 | (3) |
Total operating expenses | (29,120) | (4,101) | (50,338) | (18,169) |
Loss from operations | (29,120) | (4,101) | (50,338) | (18,169) |
Interest income | 34,379 | 4,842 | 13,367 | 1,667 |
Interest expense | 0 | 0 | (15,698) | (53,123) |
Unrealized investment gain (loss) | 65 | 9 | (102,035) | (209,956) |
Exchange gain (loss) | (29,245) | (4,119) | (85,795) | 20,442 |
Income tax expense | (12,204) | |||
Gain on repurchase of 1.625% convertible senior notes due 2024 | 7,907 | |||
Equity in income (loss) of subsidiaries and VIE | (279,016) | (39,299) | (55,940) | 51,513 |
Fair value (loss) gain on derivative liabilities | 24,515 | 3,453 | (364,758) | |
Net loss attributable to ordinary shareholders of Baozun Inc | (278,422) | (39,215) | (653,290) | (219,830) |
Foreign currency translation adjustment | 16,573 | 2,334 | 118,281 | (53,847) |
Total comprehensive income attributable to ordinary shareholders of Baozun Inc. | ¥ (261,849) | $ (36,881) | ¥ (535,009) | ¥ (273,677) |
FINANCIAL INFORMATION OF PARE_4
FINANCIAL INFORMATION OF PARENT COMPANY (CONDENSED STATEMENT OF CASH FLOWS) (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | |
Cash flows from operating activities: | ||||
Net loss | ¥ (278,422) | $ (39,215) | ¥ (653,290) | ¥ (219,830) |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||
Exchange loss (gain) | 8,530 | 1,201 | 32,384 | (46,226) |
Amortization of issuance cost of convertible senior notes | 0 | 0 | 7,861 | 23,673 |
Income tax payables | (27,375) | (3,856) | (81,162) | (26,693) |
Unrealized loss related to investments in equity investee | 68,031 | 9,582 | 97,827 | 209,956 |
Gain from repurchase CB | 0 | 0 | (7,907) | 0 |
Changes in other current liabilities | 13,967 | 1,967 | 89,566 | (254,576) |
Fair value loss/(gain) on derivative liabilities | (24,515) | (3,453) | 364,758 | 0 |
Fair value change on contingent consideration payable | 0 | 0 | 9,495 | 0 |
Net cash used in operating activities | 448,255 | 63,135 | 382,605 | (96,107) |
Cash flows from investing activities: | ||||
Investment in equity investees | (172,313) | (24,270) | (63,225) | (163,166) |
Net cash (used in) provided by investing activities | (340,372) | (47,939) | (1,306,661) | 375,820 |
Cash flows from financing activities: | ||||
Payments for public offering cost | 0 | 0 | 0 | (11,075) |
Repurchase of ordinary shares | 0 | 0 | (446,636) | (1,060,353) |
Proceeds from sale of a subsidiary's equity interest to Cainiao | 0 | 0 | 101,189 | 1,290,847 |
Payment for short term loan | (1,721,039) | (242,403) | (1,375,847) | 0 |
Purchase of subsidiaries, net of cash acquired | (32,491) | (4,576) | (7,224) | 0 |
Net cash provided by (used in) financing activities | (8,033) | (1,132) | (1,650,402) | 749,953 |
Net increase (decrease) in cash and cash equivalents | 99,850 | 14,064 | (2,574,458) | 1,029,666 |
Cash, cash equivalents and restricted cash, beginning of year | 2,245,724 | 316,304 | 4,699,764 | 3,731,019 |
Effect of exchange rate changes on cash and cash equivalents | 6,721 | 946 | 120,418 | (60,921) |
Cash, cash equivalents and restricted cash, end of year | 2,352,295 | 331,314 | 2,245,724 | 4,699,764 |
Supplemental disclosure of cash flow information: | ||||
Cash paid for interest | 38,186 | 5,378 | 47,141 | 29,819 |
Cash paid for income tax | 84,770 | 11,940 | 163,525 | 145,606 |
Parent Company | ||||
Cash flows from operating activities: | ||||
Net loss | (278,422) | (39,215) | (653,290) | (219,830) |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||
Exchange loss (gain) | 29,245 | 4,119 | 85,795 | (20,442) |
Amortization of issuance cost of convertible senior notes | 0 | 0 | 7,861 | 23,673 |
Equity in income of subsidiaries and VIE | 279,016 | 39,299 | 55,940 | (51,513) |
Income tax payables | (94,298) | 12,204 | ||
Unrealized loss related to investments in equity investee | (65) | (9) | 102,035 | 209,956 |
Gain from repurchase CB | (7,907) | |||
Changes in other current liabilities | (3,412) | (481) | 13,201 | 2,324 |
Fair value loss/(gain) on derivative liabilities | (24,515) | (3,453) | 364,758 | |
Fair value change on contingent consideration payable | 9,495 | |||
Net cash used in operating activities | 1,847 | 260 | (116,410) | (43,628) |
Cash flows from investing activities: | ||||
Loan to subsidiaries | (621,360) | (87,517) | (195,673) | |
Repayment from subsidiaries to Baozun Inc. | 365,226 | 51,441 | 1,127,579 | 2,256,302 |
Short term investment | 138,052 | 19,444 | (138,052) | |
Investment in equity investees | 0 | 0 | 0 | (324,464) |
Net cash (used in) provided by investing activities | (118,082) | (16,632) | 989,527 | 1,736,165 |
Cash flows from financing activities: | ||||
Proceeds from exercises of share options | 1 | 3 | 52 | |
Proceeds from issuance of ordinary shares in Hong Kong public offering | 0 | 0 | 0 | 0 |
Payments for public offering cost | (8,978) | |||
Proceeds from issuance of convertible senior notes, net of issuance cost | 0 | 0 | 0 | 0 |
Repurchase of ordinary shares | 0 | 0 | (446,636) | (1,060,353) |
Proceeds from sale of a subsidiary's equity interest to Cainiao | 101,189 | 994,766 | ||
Payment for short term loan | (1,759,973) | |||
Purchase of subsidiaries, net of cash acquired | (13,213) | (1,861) | (7,224) | |
Settle derivative liabilities with Cainiao | (73,988) | (10,421) | ||
Net cash provided by (used in) financing activities | (87,200) | (12,282) | (2,112,641) | (74,513) |
Net increase (decrease) in cash and cash equivalents | (203,435) | (28,654) | (1,239,524) | 1,618,024 |
Cash, cash equivalents and restricted cash, beginning of year | 783,543 | 113,603 | 1,894,125 | 145,311 |
Effect of exchange rate changes on cash and cash equivalents | (13,196) | (5,101) | 128,942 | 130,790 |
Cash, cash equivalents and restricted cash, end of year | 566,912 | 79,848 | 783,543 | 1,894,125 |
Supplemental disclosure of cash flow information: | ||||
Cash paid for interest | 12,406 | 28,617 | ||
Cash paid for income tax | ¥ 94,298 | |||
Supplemental disclosures of non-cash investing and financing activities: | ||||
Subscription receivable | ¥ 101,686 |
FINANCIAL INFORMATION OF PARE_5
FINANCIAL INFORMATION OF PARENT COMPANY (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Foreign Currency Exchange Rate Weighted Average Translation Rate | 7.0999 |
Parent Company | |
Foreign Currency Exchange Rate Weighted Average Translation Rate | 7.0999 |