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5		-= Overview =
	5	+= Summary =
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7		-Baozun Inc. (BZUN) is an exempted company incorporated under the laws of the Cayman Islands on December 17, 2013. The company changed its holding company’s name from Baozun Cayman Inc. to Baozun Inc. in March 2015.
	7	+* Baozun is the famous brand E-commerce business partner, and a leading digital technology and solution company in China.
	8	+* Baozun was listed on NASDAQ in May, 2015.
	9	+* Company had rapid growth in its brand partners to 281 brand partners as of March 31, 2021.
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9		-Baozun is a holding company and operate its business through its wholly-owned subsidiaries and a PRC consolidated VIE. The company commenced operations to provide brand e-commerce solutions in China in August 2007 through Shanghai Baozun, a PRC limited liability company founded by its CEO Mr. Vincent Wenbin Qiu, its COO Mr. Junhua Wu, Mr. Michael Qingyu Zhang and several other individual investors, or collectively, the Founding Shareholders. Shanghai Baozun, its wholly-owned subsidiary, provides integrated brand-e-commerce solutions to its brand partners, including IT services, store operations, digital marketing, customer services, warehousing and fulfillment.
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11		-In March 2010, the company incorporated its wholly-owned subsidiaries, Shanghai Bodao E-Commerce Limited, or Shanghai Bodao, and Shanghai Yingsai Advertisement Limited, or Shanghai Yingsai, in China. In December 2011, to further develop its e-commerce solutions business, the company incorporated its wholly-owned subsidiary, Shanghai Fengbo E-Commerce Limited, or Shanghai Fengbo, in China. Shanghai Fengbo and Shanghai Bodao provide brand e-commerce solutions to its brand partners, and Shanghai Yingsai provides marketing services to its brand partners. As the company began to expand its business outside of mainland China, the company established Baozun Hongkong Limited in September 2013, which serves as its operation center in Hong Kong. In December 2013, the company incorporated its holding company, Baozun Cayman Inc., under the laws of the Cayman Islands. The company incorporated Baozun Hong Kong Holding Limited in January 2014 to develop its e-commerce solutions business in Hong Kong and internationally.
	13	+Baozun is the leading brand E-commerce solutions provider in China, its integrated capabilities encompass all aspects of the E-commerce value chain covering IT solutions, store operations, digital marketing, customer services, warehousing and fulfillment. The company help brand execute their E-commerce strategies in China by selling their goods directly to customers online or by providing services to assist with their E-commerce operations. The company's business ranges from China’s well-known online shopping platforms – Tmall and JD.com, as well as social mobile shopping malls, to brands’ official stores and off-line smart stores. Rooted in the evolving digital business, driven by technology, the company dig into each area of supply chains, make customized solutions for brands, and build a communication bridge with customers. {{footnote}}https://www.baozun.com/about.html{{/footnote}}
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13		-The operation of value-added telecommunications businesses in China requires an ICP license, and foreign ownership of value-added telecommunications business is subject to restrictions under current PRC laws, rules and regulations. The company hold an ICP license through its PRC consolidated VIE, Shanghai Zunyi, which is the operator of its Maikefeng platform, to operate its value-added telecommunications services in compliance with PRC laws and regulations. In April and July 2014, through Shanghai Baozun, the company entered into certain contractual arrangements with Shanghai Zunyi and its shareholders under which the company gained effective control over the operations of Shanghai Zunyi. Shanghai Zunyi was a dormant company before July 2014 and began serving consumers through its Maikefeng platform, including its Maikefeng mobile application and mkf.com website, in March 2014.
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15		-In October 2014, the company established Taiwan Baozun Corporation, a wholly-owned subsidiary, to expand its provision of brand e-commerce solutions to the Taiwan market.
	16	+Technology is the essence of future retail, and is, its DNA. By integrating cloud computing, big data, and AI technology, the company continuously invest to build a leading e-commerce technology platform.
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17		-In October 2015, the company established Baozun (Japan) Limited, a wholly-owned subsidiary, seeking to introduce more Japanese brands to Chinese consumers.
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19		-In September 2016, the company established its joint venture, Baozun-CJ, with CJ O Shopping, a division of CJ Group, a Korean culture and lifestyle conglomerate, to introduce highly sought-after Korean brands to Chinese consumers.
	19	+Baozun was founded at Shanghai, China in year 2007. Over the past ten years, Baozun has branches spread all over Hangzhou, Beijing, Hongkong and Taiwan, with overseas offices located in Japan, Korea and the USA.
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21		-In July 2016, the company established a wholly-owned subsidiary, Baotong E-Logistics Supply Chain (Suzhou) Co., Ltd., or Baotong E-Logistics, to provide warehousing and logistics solutions. In March 2017, the company established another wholly-owned subsidiary, Baotong E-Logistics Technology (Suzhou) Limited to substitute Baotong E-Logistics in providing warehousing and logistics solutions.
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23		-On May 21, 2015, its ADSs commenced trading on NASDAQ under the symbol “BZUN.”
	22	+Baozun was listed on NASDAQ in May, 2015 and completes the secondary listing on HKEX in September, 2021. Baozun’s competitive advantages have enabled the Company to achieve rapid growth in the number of its brand partners to 281 brand partners as of March 31, 2021, including 15 out of the top 50 most valuable global brands according to BrandZ Top 100 Most Valuable Global Brands.
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25		-In December 2016, the company completed a follow-on public offering of its ADSs, in which the company issued and sold an aggregate of 9,000,000 Class A ordinary shares represented by 3,000,000 ADSs at US$12.25 per ADS and the selling shareholders sold an aggregate of 3,000,000 ADSs. The aggregate price of the offering amount registered and sold by it was approximately US$36.8 million, of which the company received net proceeds of approximately US$33.1 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by it.
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27		-As a holding company, its ability to pay dividends depends upon dividends and other distributions on equity paid to it by its principal operating subsidiaries. Pursuant to PRC laws and regulations, its wholly-owned subsidiaries may pay dividends only out of their retained earnings, and are required to set aside a portion of their net income each year to fund certain statutory reserves. These reserves, together with the registered equity, are not distributable as cash dividends.
	25	+Baozun has delivered huge success with brands to localize their digital strategy in China market. With a leading global vision and the localized.
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29		-The company's principal executive offices are located at Building B, No. 1268 Wanrong Road, Shanghai 200436, the People’s Republic of China. The company's telephone number at this address is +86 21 8026-6000. The company's agent for service of process in the United States is Law Debenture Corporate Services Inc., located at 801 2nd Avenue, Suite 403, New York, NY 10017. The company's Internet address is www.baozun.com. The information on its website is not a part of this document.
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31	31	= Business Overview =
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33		-Baozun is the leading brand e-commerce service partner in China, with a market share of approximately 22% as measured by transaction value in 2015, according to iResearch. The company help brands execute their e-commerce strategies in China by selling their goods directly to consumers online or by providing services to assist with their e-commerce operations. The company's integrated end-to-end brand e-commerce capabilities encompass all aspects of the e-commerce value chain covering IT solutions, store operations, digital marketing, customer services, warehousing and fulfillment. The company deliver omni-channel solutions to create seamless shopping experience across various touch points online and offline, enabling optimal and consistent branding and generating sales results that reflect its brand partners’ unique e-commerce proposition.
	30	+Baozun is the leader and a pioneer in the brand e-commerce service industry in China, with a 7.9% market share as measured by GMV in 2019, according to iResearch. China’s brand e-commerce service industry represents the third-party service industry in which e-commerce service providers provide e-commerce services to brands, including IT solutions, online store operation, marketing, customer services, and warehousing and fulfillment. The company empower a broad and diverse range of brands to grow and succeed by leveraging its end-to-end e-commerce service capabilities, omni-channel coverage and technology-driven solutions. The company help brands execute their e-commerce strategies in China.{{footnote}}https://ir.baozun.com/static-files/34d184e7-685e-46e3-b01d-5e69dfcdc4be{{/footnote}}
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35		-With e-commerce in China growing rapidly in scale, more global brands view e-commerce as a critical part of their China expansion strategy. However, as the industry also grows in complexity, brands rely on it as their trusted partner to provide local knowledge and industry expertise in executing and integrating e-commerce strategies. This helps its brand partners avoid significant investment and risk associated with establishing and maintaining their own local infrastructure and developing their own capabilities.
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37		-The number of its brand partners grew from 93 as of December 31, 2014 to 113 as of December 31, 2015 and to 133 as of December 31, 2016. These brands encompass diverse categories, including apparel, appliances, electronics, home and furnishings, food and health products, cosmetics, fast moving consumer goods, insurance and automobiles. Many of its brand partners, such as Philips, Nike and Microsoft, are leaders in their respective industries.
	33	+The company's competitive advantages have enabled it to achieve rapid growth in the number of its brand partners to 266 brand partners as of December 31, 2020. The company serve global leaders in their respective verticals such as Philips, Nike and Microsoft. The company's ability to help brand partners navigate through the challenges imposed by COVID-19 leveraging its efficient e-commerce operational capabilities and effective omni-channel solutions demonstrates the value of its services. With its excellent performance, the company managed to acquire a net of 35 new brand partners in 2020 and grow its brand partner portfolio to a total of 266 as of December 31, 2020.
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39		-The company believe its brand partners value it for its integrated e-commerce capabilities, dependable services, deep category expertise, market insight and ability to innovate and adapt to the fast-changing e-commerce market. The company's end-to-end brand e-commerce capabilities allow it to leverage brand partners’ unique resources and seamlessly integrate with their back-end systems to enable data tracking and analytics for the entire transaction value chain, making its services a valuable part of its brand partners’ e-commerce functions. The company help its brand partners establish market presence and launch products quickly on official brand stores and major online marketplaces in China, such as Tmall and JD.com, as well as on social media platforms such as WeChat and Weibo. In May 2016 and January 2017, the company were consecutively recognized by Tmall as its six-star e-commerce service partner based on a suite of performance measures, including operational capabilities, brand development capabilities and service ratings. This was the highest ranking awarded to any Tmall e-commerce service partner. The company also help its brand partners devise and execute O2O strategies to integrate their online and offline retail networks.
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41		-The company's store operation capabilities, logistics network and warehousing resources are crucial to its success. The company provide its brand partners with customized solutions and dedicated personnel with relevant industry expertise and brand-specific training in operating e-commerce stores. The company partner with leading nationwide and local logistics service providers to ensure reliable and timely delivery. Baozun is recognized by SF Express, one of the largest Chinese express delivery companies, as one of its top five customers in China. Baozun is able to achieve next-day delivery in over 100 cities across China. As of December 31, 2016, the company operate seven warehouses with an aggregate gross floor area of 174,943 square meters and a capacity of 600,000 inbound pieces and 1,100,000 outbound pieces per day. The company's warehouse management system can be customized to accommodate differences in product specifications and handle requirements specific to categories ranging from apparel and consumer electronics to beauty and health products. In September 2016, its wholly-owned warehousing and logistics solutions subsidiary, Baotong E-Logistics, became a partner of Cainiao, a leading logistics data platform operator affiliated with Alibaba Group, which enabled it to provide best-in-class services to a wider variety of merchants through Cainiao’s logistics data platform.
	36	+The company's GMV was RMB29,426.0 million, RMB44,410.3 million and RMB55,687.4 million (US$8,534.5 million) in 2018, 2019 and 2020, respectively. In 2018, 2019 and 2020, its total net revenues were RMB5,393.0 million, RMB7,278.2 million and RMB8,851.6 million (US$1,356.6 million), respectively. For the same periods, net revenues from product sales accounted for 46.7%, 47.0% and 44.1%, respectively, of its total net revenues. The company recorded net income of RMB269.8 million, RMB281.9 million and RMB426.5 million (US$65.4 million) in 2018, 2019 and 2020, respectively. The company had non-GAAP net income of RMB346.8 million, RMB358.2 million and RMB536.1 million (US$82.2 million) in 2018, 2019 and 2020, respectively.
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43		-Technology is key to its success and rapid expansion. By leveraging its proprietary and scalable technology infrastructure and systems, Baozun is able to provide integrated e-commerce solutions that synchronize marketing campaigns, centralize inventory management, order fulfillment and customer service, and collect and analyze real-time consumer behavior and transaction data across internet, mobile and offline channels. For example, its ‘‘NEBULA+’’ platform enables it to efficiently set up and operate its brand partners’ official brand stores and WeChat stores and achieve centralized store management. The company's ShopDog O2O merchant tool allows brand partners to tightly integrate their inventories across offline and online channels, and to sell inventory in offline stores through online stores. The scalability of its systems, built on modular implementation and deep vertical knowledge across the e-commerce value chain, allows it to provide customized solutions efficiently across categories and channels, and support a growing array of transactions as the company add new brands, integrate new channels and accommodate peaks and surges in consumer demand. In addition, the company appreciate the importance of information security and have built a solid information security management system as evidenced by the ISO27001 certification awarded to it in December 2015.
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45		-The company continue to win brands’ loyalty with its track record of converting their sales and marketing plans into structured solutions that consistently deliver measurable sales results. The company collect valuable consumer behavior data through CRM, its proprietary customer relationship management system. Baozun has also developed its Business Intelligence software, which enables real-time analysis of transaction data across online and mobile channels to make more targeted and insightful marketing recommendations to its brand partners. The company believe that its relationships with brand partners will be further strengthened as the company increase its solution offerings on more channels, launch more marketing initiatives and campaigns and increase the sales of its brand partners.
	39	+**Business Models and Solutions**
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47		-Depending on each brand partner’s specific needs and characteristics of its product category, the company provide solutions to its brand partners under one or a combination of its three business models: distribution model, consignment model and service fee model. Under the distribution model, the company select and purchase goods from its brand partners and/or their authorized distributors and sell goods directly to consumers through official brand stores or official marketplace stores operated by it. Under the consignment model and the service fee model, the company provide a variety of e-commerce services, such as IT solutions, online store operation, digital marketing and customer service to its brand partners and other customers. Under the consignment model, in addition to these services, the company also provide warehousing and fulfillment services. Baozun has been shifting from the distribution model to the consignment model and the service fee model since 2015, which have enabled it to reduce inventory exposures and enhance its profitability. In 2014, 2015, and 2016, GMV from distribution model, or distribution GMV, contributed 32.3%, 33.6%, and 22.5% of its total GMV, respectively.
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49		-The company generate revenues from two revenue streams: (i) product sales and (ii) services. The company derive product sales revenues primarily through selling products on behalf of brand partners to consumers under the distribution model, and derive services revenues primarily through charging brand partners and other customers fees under the consignment model and the service fee model. For services provided under the consignment model and service fee model, the company charge fixed fees and/or variable fees primarily based on GMV or other variable factors such as number of orders fulfilled.
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51		-Beginning in the third quarter of 2015, Baozun has had two reportable operating segments: (i) the brand e-commerce segment that provides a variety of e-commerce services to its brand partners and other customers, and (ii) the Maikefeng segment that operates its online retail platform.
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53		-The company's GMV was RMB4,248.9 million, RMB6,735.3 million and RMB11,264.8 million (US$1,622.5 million) in 2014, 2015 and 2016, respectively. In 2014, 2015 and 2016, its total net revenues were RMB1,584.4 million, RMB2,598.4 million, and RMB3,390.3 million (US$488.3 million), respectively. For the same periods, net revenues from product sales accounted for 74.9%, 74.7%, and 64.2%, respectively, of its total net revenues. The company incurred net loss of RMB59.8 million in 2014, and recorded net income of RMB22.6 million and RMB85.4 million (US$12.3 million) in 2015 and 2016, respectively. The company had non-GAAP net income of RMB25.1 million, RMB47.8 million, and RMB119.6 million (US$17.2 million) in 2014, 2015 and 2016, respectively. See “Item 3. Key Information—A. Selected Financial Data—Non-GAAP Financial Measures.”
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55		-Business Models and Solutions
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57	57	Through its integrated brand e-commerce capabilities, the company provide end-to-end brand e-commerce solutions that are tailored to meet its brand partners’ unique needs. The company's e-commerce capabilities encompass every aspect of the e-commerce value chain, including:
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59	59	* IT solutions;
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73	73	* Product sales revenues. The company derive product sales revenues when the company sell products to consumers under the distribution model.
74	74	* Services revenues. The company derive services revenues under the service fee model and consignment model.
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76		-In 2014, 2015 and 2016, net revenues from product sales accounted for 74.9%, 74.7% and 64.2%, respectively, of its net revenues. Over time, the company work with its brand partners under different combinations of business models to meet their evolving needs and sales objectives. Accordingly, its revenue mix may vary over time.
	60	+In 2018, 2019 and 2020, net revenues from product sales accounted for 46.7%, 47.0% and 44.1%, respectively, of its net revenues, and net revenues from service accounted for 53.3%, 53.0% and 55.9%, respectively, of its net revenues. Over time, the company work with its brand partners under different combinations of business models to meet their evolving needs and sales objectives. Accordingly, its revenue mix may vary over time.
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78	78	== Business Models ==
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250	250	The company also rely on technologies that the company license from third parties. These licenses may not continue to be available to it on commercially reasonable terms in the future. As a result, the company may be required to obtain substitute technology.
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252		-The company regard its trademarks, software copyrights, service marks, domain names, trade secrets, proprietary technologies and similar intellectual property as critical to its success. To protect its proprietary rights in services and technology, the company rely on trademark, copyright and trade secret protection laws in the PRC. As of March 31, 2017, the company owned 48 registered trademarks, copyrights to 21 software programs developed by it relating to various aspects of its operations, and 18 registered domain names.
	236	+The company regard its trademarks, software copyrights, service marks, domain names, trade secrets, proprietary technologies and similar intellectual property as critical to its success. To protect its proprietary rights in services and technology, the company rely on trademark, copyright and trade secret protection laws in the PRC. As of March 31, 2021, we owned 171 registered trademarks, copyrights to 130 software programs developed by us relating to various aspects of our operations, and 83 registered domain names.
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254	254	In addition, the company rely on contractual restrictions, such as confidentiality and non-disclosure agreements with its brand partners and employees.
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	241	+= References =
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