BZUN 6-K 2025 - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2025

Commission File Number: 001-37385

Baozun Inc.

No. 1-9, Lane 510, West Jiangchang Road

Shanghai 200436

The People’s Republic of China

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x  Form 40-F ¨

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Baozun Inc.
By:	/s/ Catherine Yanjie Zhu
Name:	Catherine Yanjie Zhu
Title:	Chief Financial Officer

Date: August 28, 2025

Exhibit Index

Exhibit 99.1 — Press Release

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident,” “potential,” “continues,” “ongoing,” “targets,” “guidance,” “going forward,” “outlook” or other similar expressions. Statements that are not historical facts, including but not limited to statements about Baozun’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to Baozun’s filings with the United States Securities and Exchange Commission and its announcements, notices or other documents published on the website of The Stock Exchange of Hong Kong Limited. All information provided in this announcement is as of the date hereof and is based on assumptions that Baozun believes to be reasonable as of this date, and Baozun undertakes no obligation to update such information, except as required under applicable law.

Exhibit 99.1

Baozun AnnouncesSecond Quarter 2025 Unaudited Financial Results

SHANGHAI, China, August 28, 2025 – Baozun Inc. (Nasdaq: BZUN and HKEX: 9991) (“Baozun”, the “Company” or the “Group”), a leading brand e-commerce solution provider and digital commerce enabler in China, today announced its unaudited financial results for the second quarter of 2025.

Mr. Vincent Qiu, Chairman and Chief Executive Officer of Baozun, commented, “Baozun delivered another solid quarter, with total revenue up 7% and significant improvement in underlying operating profitability in both BEC and BBM businesses. BEC’s focus on refined management, value creation and organizational efficiency is beginning to yield tangible results. BBM also posted another robust quarter, showcasing accelerated topline growth and solid execution across merchandising, channels, and marketing. We believe these results demonstrate the resilience of our business model. As we continue to navigate market complexities, we remain committed to our vision and strategic goals, driving sustained growth and long-term success.”

Ms. Catherine Zhu, Chief Financial Officer of Baozun Inc., commented, “Reflecting a decent quarter, both BEC and BBM made commendable progress, with E-Commerce revenue increasing 3% and Brand Management revenue accelerating 35% year-over-year. Adjusted operating income of E-commerce was RMB41.1 million, which after exclusion of the impact of non-recurring impairment of accounts receivable, achieved a 56% increase compared with the same period of last year, showing a stronger foundation. BBM continued to narrow its non-GAAP operating loss by 30%. With discipline execution, clear strategic alignment, and a sharper focus on high-quality growth, we remain confident in achieving meaningful profitability expansion while sustaining modest topline growth.”

Second Quarter 2025 Financial Highlights

·	Total<br> net revenues were RMB2,552.7 million (US$^1^356.3 million), representing an increase<br> of 6.8% compared with RMB2,391.0 million in the same quarter of last year.
·	Loss<br> from operations was RMB9.4 million (US$1.3 million), compared with RMB18.8 million in the<br> same quarter of last year. Operating margin was negative 0.4%, compared with negative 0.8%<br> for the same period of 2024.
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·	Non-GAAP<br> income from operations^2^ was RMB6.1 million (US$0.9 million), compared with RMB10.0<br> million in the same quarter of last year. Non-GAAP operating margin was 0.2%, compared with<br> 0.4% for the same period of 2024.
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^1^	This<br> announcement contains translations of certain Renminbi (RMB) amounts into U.S. dollars (US$)<br> at a specified rate solely for the convenience of the reader. Unless otherwise noted, the<br> translation of RMB into US$ has been made at RMB7.1636 to US$1.00, the noon buying rate in<br> effect on June 30, 2025 as set forth in the H.10 Statistical Release of the Federal Reserve<br> Board.
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^2^	Non-GAAP<br> income (loss) from operations is a non-GAAP financial measure, which is defined as income<br> (loss) from operations excluding the impact of share-based compensation expenses, amortization<br> of intangible assets resulting from business acquisition, acquisition-related expenses, impairment<br> of goodwill and cancellation fees of repurchased ADSs.
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·	Adjusted<br> operating income of E-commerce was RMB41.1 million (US$5.7 million), compared with adjusted<br> operating income RMB60.2 million for the same period of 2024.
·	Adjusted<br> operating loss of Brand Management narrowed to RMB35.0 million (US$4.9 million), an improvement<br> of 30.0% from RMB50.0 million for the same period of 2024.
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·	Net<br> loss attributable to ordinary shareholders of Baozun was RMB34.0 million (US$4.7 million),<br> compared with RMB30.6 million for the same period of 2024.
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·	Non-GAAP<br> net loss attributable to ordinary shareholders of Baozun^3^ was RMB18.0 million<br> (US$2.5 million), compared with RMB3.9 million for the same period of 2024.
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·	Basic<br> and diluted net loss attributable to ordinary shareholders of Baozun per American Depositary<br> Share (“ADS^4^”) were both RMB0.59 (US$0.08), compared with RMB0.51<br> for the same period of 2024.
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·	Diluted<br> non-GAAP net loss attributable to ordinary shareholders of Baozun per ADS^5^ was<br> RMB0.31 (US$0.04), compared with RMB0.06 for the same period of 2024.
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Reconciliations of GAAP measures to non-GAAP measures presented above are included at the end of this results announcement.

Adjusted operating profits (losses) are included in the Segments data of Segment Information.

^3^	Non-GAAP<br> net income (loss) attributable to ordinary shareholders of Baozun Inc. is a non-GAAP financial<br> measure, which is defined as net income (loss) attributable to ordinary shareholders of Baozun<br> excluding the impact of share-based compensation expenses, amortization of intangible assets<br> resulting from business acquisition, acquisition-related expenses, impairment of goodwill<br> and investments, other-than-temporary impairment of equity method investments, cancellation<br> fees of repurchased ADSs, fair value loss on financial instruments, loss (gain) on disposal/acquisition<br> of subsidiaries, and unrealized investment loss (gain).
^4^	Each<br> ADS represents three Class A ordinary shares.
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^5^	Diluted<br> non-GAAP net income (loss) attributable to ordinary shareholders of Baozun Inc. per ADS are<br> non-GAAP financial measures, which are respectively defined as non-GAAP net income (loss)<br> attributable to ordinary shareholders of Baozun Inc. divided by weighted average number of<br> shares used in calculating diluted net income (loss) per ordinary share multiplied by three,<br> respectively.
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Business Highlights

Baozun e-Commerce,or “BEC”

BEC encompasses our China e-commerce businesses, including brand store operations, customer services, and value-added services covering warehousing and fulfillment, IT and digital marketing. During the second quarter of 2025, total revenue from BEC increased by 3.4% year-over-year, driven by both sustainable growth in the product sales and service model. BEC’s product sales grew by 3.3% to RMB598.6 million, driven by growth categories in Beauty and Cosmetics, and Alcohol. BEC’s services revenue grew by 3.5% to RMB1,601.6 million, driven by revenue growth in online-store operations and Digital Marketing and IT solutions.

Omni-channel expansion remains a key theme for our brand partners. Notably, during this quarter, we achieved growth across many marketplaces, with JD contributing high double-digit revenue growth and RedNote generating triple digit growth on year-on-year basis. By the end of the second quarter of 2025, approximately 48.5% of our brand partners engaged with us for store operations of at least two channels, compared to 45.8% at the end of same quarter of last year.

Baozun Brand Management,or “BBM”

The company launched the BBM business line in 2023, to leverage its leading portfolio of technologies in service of brands, fostering deeper and longer relationships to drive sustainable business growth in China.

BBM provides holistic brand management, encompassing strategic and tactical positioning, branding and marketing, retail and e-commerce operations, supply chain and logistics, and technology enablement. We aim to leverage our portfolio of technologies to build longer and deeper relationships with brands. During the second quarter of 2025, total revenue from BBM increased by 35.4% year-over-year to RMB398.3 million, and we have 162 offline stores under our management at the end of the second quarter of 2025.

Second Quarter 2025 FinancialResults

Totalnet revenues were RMB2,552.7 million (US$356.3 million), an increase of 6.8% from RMB2,391.0 million in the same quarter of last year. The increase in total net revenues was driven by both of the Group’s two business lines.

Totalproduct sales revenue was RMB994.1 million (US$138.8 million), an increase of 14.2% compared with RMB870.3 million in the same quarter of last year, of which,

·	Product sales revenue of E-Commerce was RMB598.6 million (US$83.6 million), an increase of 3.3%<br> from RMB579.2 million in the same quarter of last year. The increase was primarily attributable<br> to the categories of Beauty and Cosmetics, and Alcohol sectors.

The following table sets forth a breakdown of product sales revenues of E-Commerce by key categories^6^ for the periods indicated:

		For the three months<br> ended June 30,
		2024			2025
		RMB	% of <br><br> Net <br><br> Revenues		RMB	US$	% of<br> Net <br><br> Revenues		YoY <br><br> Change
		(In millions, except for percentage)
Product Sales of E-Commerce
Appliances		264.2	11	%	190.6	26.6	7	%	-28	%
Beauty and Cosmetics		107.9	5	%	185.9	26.0	7	%	72	%
Home and Furnishing		56.4	2	%	62.9	8.8	2	%	12	%
Health and Nutrition		83.9	4	%	62.0	8.7	2	%	-26	%
Others		66.8	2	%	97.2	13.5	5	%	46	%
Total net revenues from product<br> sales of E-Commerce		579.2	24	%	598.6	83.6	23	%	3	%
·	Product sales revenue of Brand Management was RMB396.0 million (US$55.3 million), an increase<br> of 35.5% from RMB292.3 million in the same quarter of last year. The increase was primarily<br> driven by higher sales from the Gap brand, as the Company continued to optimize merchandising<br> plans, channel and marketing initiatives to boost sales.
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Servicesrevenue was RMB1,558.6 million (US$217.6 million), a slight increase of 2.5% from RMB1,520.7 million in the same quarter of last year.

The following table sets forth a breakdown of services revenue by business models for the periods indicated:

	For the three months<br> ended June 30,
	2024				2025
	RMB		% of Net Revenues		RMB		US	% of<br> Net<br><br> Revenues		YOY<br><br> Change
	(In millions, except for percentage)
Services revenue
Online store operations	441.4		18	%	478.8		66.8	19	%	8	%
Warehousing and fulfillment	587.8		25	%	542.3		75.7	21	%	-8	%
Digital marketing and IT solutions	520.5		22	%	582.8		81.4	23	%	12	%
Inter-segment<br> eliminations^7^	(29.0	)	-1	%	(45.3	)	(6.3	)	-2	%	56	%
Total net revenues<br> from services	1,520.7		64	%	1,558.6		217.6	61	%	2	%

All values are in US Dollars.

^6^	Key<br> categories refer to the categories that accounted for no less than 10% of product sales of<br> E-Commerce revenues during the periods indicated.
^7^	The<br> inter-segment eliminations mainly consist of revenues from online store operations, warehousing<br> and fulfillment, and digital marketing and IT services provided by E-Commerce to Gap, a brand<br> under Brand Management.
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Breakdown of total net revenues of online store operations of services revenue by key categories^8^ for the periods indicated:

	For the three months<br> ended June 30,
	2024				2025
	RMB		% of Net Revenues		RMB		US		% of Net Revenues			YOY Change
	(In millions, except for percentage)
Online store operations in Services revenue
Apparel and accessories	317.8		13	%	354.1		49.4		14	%		11	%
Luxury	96.9		4	%	102.2		14.3		4	%		5	%
Sportswear	117.1		5	%	129.8		18.1		5	%		11	%
Other apparel	103.8		4	%	122.1		17.0		5	%		18	%
Others	123.6		6	%	124.7		17.4		5	%		1	%
Inter-segment eliminations^9^	(12.0	)	-1	%	(18.4	)	(2.6	)		-1	%		53	%
Total net revenues from online store operations<br> in services	429.4		18	%	460.4		64.2		18	%		7	%

All values are in US Dollars.

Totaloperating expenses were RMB2,562.0 million (US$357.6 million), compared with RMB2,409.8 million in the same quarter of last year.

·	Cost of products was RMB711.5 million (US$99.3 million), compared with RMB649.7 million in<br> the same quarter of last year. The increase was primarily due to an increase in product sales<br> volume.
·	Fulfillment expenses were RMB606.0 million (US$84.6 million), compared with RMB627.0 million in the<br> same quarter of last year. The decrease was primarily due to a decline in E-commerce warehouse<br> and logistics revenue, along with savings in Gap logistics expenses.
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·	Sales and marketing expenses were RMB937.8 million (US$130.9 million), compared with RMB844.7<br> million in the same quarter of last year. The increase was mainly due to higher revenue contributions<br> from digital marketing services for BEC, as well as increased marketing activities and expenses<br> associated with the expansion of offline stores for BBM during the quarter.
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·	Technology and content expenses were RMB114.7 million (US$16.0 million), compared with RMB129.8<br> million in the same quarter of last year. The decrease was mainly due to the company’s<br> continued efforts to implement cost control and efficiency improvement initiatives.
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^8^	Key categories<br> refer to the categories that accounted for no less than 10% of services revenue during the<br> periods indicated.
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^9^	The<br> inter-segment eliminations mainly consist of revenues from store operation services provided<br> by E-Commerce to Gap, a brand under Brand Management.
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General and administrative expenses were RMB224.4 million (US$ 31.3 million), an increase of 30.7% compared with RMB171.6 million in the same quarter of last year. The increase was primarily due to a write-down of account receivable totaling RMB53.3 million. As disclosed in the Form 20-F of 2024, in September 2021, one of our subsidiaries, Baozun Hong Kong Holding Limited, initiated an arbitration proceeding against a distributor in the health care and cosmetics industry for payment default. Management had previously provided an allowance of RMB93.3 million (US$13.1 million) of accounts receivable in connection with the default of this distributor in the past. Based on the latest progress of arbitration proceedings, management assessed the likelihood of recovery as remote and therefore provided additional allowance against the remaining carrying amount due from this distributor.

Loss from operationswas RMB9.4 million (US$1.3 million), compared with RMB18.8 million in the same quarter of last year. The operating margin was negative 0.4%, compared with a negative 0.8% in the same quarter of last year.

Non-GAAP incomefrom operations was RMB6.1 million (US$0.9 million), compared with RMB10.0 million in the same quarter of last year. Non-GAAP operating margin was 0.2%, compared with 0.4% in the same quarter of last year.

·	Adjusted operating profit of E-Commerce was RMB41.1 million (US$5.7 million), compared with RMB60.2<br> million in the same quarter of last year.
·	Adjusted operating loss of Brand Management was RMB35.0 million (US$4.9 million), an improvement of 30.0%<br> compared with RMB50.0 million in the same quarter of last year.
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Unrealizedinvestment loss was RMB4.0 million (US$0.6 million), compared with RMB2.8 million in the same quarter of last year. The unrealized investment loss of this quarter was primarily due to the decrease in the trading price of publicly listed companies we invest in.

Fairvalue change on financial instruments was a gain of RMB4.4 million (US$0.6 million), compared with RMB11.2 million in the same quarter of last year. The fair value change on financial instruments was mainly composed of the gain recognized from the financial instruments the Company invested in.

Exchangeloss was RMB0.5 million (US$0.1 million), due to exchange rate fluctuation in the quarter ended June 30, 2025, compared to RMB10.4 million in the same quarter last year.

Netloss attributable to ordinary shareholders of Baozun was RMB34.0 million (US$4.7 million), compared with net loss attributable to ordinary shareholders of Baozun RMB30.6 million in the same quarter of last year.

Basicand diluted net loss attributable to ordinary shareholders of Baozun per ADS were both RMB0.59 (US$0.08), compared with both RMB0.51 for the same period of 2024.

Non-GAAPnet loss attributable to ordinary shareholders of Baozun Inc. was RMB18.0 million (US$2.5 million), compared with RMB3.9 million in the same quarter of last year.

Dilutednon-GAAP net loss attributable to ordinary shareholders of Baozun per ADS was RMB0.31 (US$0.04), compared with RMB0.06 for the same period of 2024.

Segment Information

(a)         Descriptionof segments

The Group has two operating segments, which are (i) E-Commerce and (ii) Brand Management.

The following summary describes the operations in each of the Group’s operating segment:

(i)	E-Commerce focuses on Baozun traditional<br> e-commerce service business and comprises two business lines, BEC (Baozun E-Commerce) and<br> BZI (Baozun International).
a>	BEC includes our mainland China e-commerce businesses, such as brands’<br> store operations, customer services and value-added services in logistics and supply chain management, IT and digital marketing.
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b>	BZI includes our e-commerce businesses outside of mainland China, including<br> locations such as Hong Kong, Macau, Taiwan, South East Asia and Europe.
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(ii)	Brand Management engages in holistic brand management, encompassing strategic and tactical positioning,<br> branding and marketing, retail and e-commerce operations, supply chain and logistics and technology enablement to leverage our portfolio<br> of technologies to build into longer and deeper relationships with brands. Currently, the primary brand under the Company’s brand<br> management is Gap in Greater China.
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(b)         Segmentsdata

The table below provides a summary of the Group’s reportable segment results for the three months ended June 30, 2024 and 2025:

	For the three months
	ended<br> June 30,
	2024			2025
	RMB			RMB
Net revenues:
E-Commerce		2,130,881			2,200,182
Brand Management		294,283			398,342
Inter-segment eliminations<br> *		(34,170	)		(45,863	)
Total consolidated<br> net revenues		2,390,994			2,552,661
Adjusted Operating Profits (Losses) **:
E-Commerce		60,212			41,149
Brand Management		(49,976	)		(34,996	)
Inter-segment eliminations<br> *		(200	)		(18	)
Total Adjusted Operating<br> profit		10,036			6,135
Unallocated expenses:
Share-based compensation<br> expenses		(17,478	)		(7,612	)
Amortization of intangible<br> assets resulting from business acquisition		(10,916	)		(7,901	)
Cancellation fees of repurchased shares		(415	)		–
Total other income (expenses),<br> net		4,163			(929	)
Loss before income<br> tax and share of loss in equity method investment		(14,610	)		(10,307	)
*	The inter-segment eliminations mainly<br> consist of revenues from services provided by E-Commerce to Brand Management.
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**	Adjusted<br> Operating (Losses) Profits represent segment (losses) profits, which is (loss) income from<br> operations from each segment without allocating share-based compensation expenses, amortization<br> of intangible assets resulting from business acquisition, and cancellation fees of repurchased<br> shares.
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Conference Call

The Company will host a conference call to discuss the earnings at 7:30 a.m. Eastern Time on Thursday, August 28, 2025 (7:30 p.m. Beijing time on the same day).

Dial-in details for the earnings conference call are as follows:

United States:	1-888-317-6003
Hong Kong:	800-963-976
Singapore:	800-120-5863
Mainland China:	4001-206-115
International:	1-412-317-6061
Passcode:	7947054

A replay of the conference call may be accessible through September 4, 2025 by dialing the following numbers:

United States:	1-877-344-7529
International:	1-412-317-0088
Canada:	855-669-9658
Replay Access Code:	3755054

A live webcast of the conference call will be available on the Investor Relations section of Baozun’s website at http://ir.baozun.com. An archived webcast will be available through the same link following the call.

Use of Non-GAAP Financial Measures

The Company also uses certain non-GAAP financial measures in evaluating its business. For example, the Company uses non-GAAP income (loss) from operations, non-GAAP net income (loss), non-GAAP net margin, non-GAAP net income (loss) attributable to ordinary shareholders of Baozun and diluted non-GAAP net income (loss) attributable to ordinary shareholders of Baozun per ADS, as supplemental measures to review and assess its financial and operating performance. The presentation of these non-GAAP financial measures is not intended to be considered in isolation, or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP.

The Company defines non-GAAP income (loss) from operations as income (loss) from operations excluding the impact of share-based compensation expenses, amortization of intangible assets resulting from business acquisition, acquisition-related expenses, impairment of goodwill and cancellation fees of repurchased. The Company defines non-GAAP net income (loss) as net (loss) income excluding the impact of share-based compensation expenses, amortization of intangible assets resulting from business acquisition, acquisition-related expenses, impairment of goodwill and investments, other-than-temporary impairment of equity method investments, cancellation fees of repurchased ADSs, fair value loss on financial instruments, loss (gain) on disposal/acquisition of subsidiaries, and unrealized investment loss (gain). The Company defines non-GAAP net income (loss) attributable to ordinary shareholders of Baozun as net income (loss) attributable to ordinary shareholders of Baozun excluding the impact of share-based compensation expenses, amortization of intangible assets resulting from business acquisition, acquisition-related expenses, impairment of goodwill and investments, other-than-temporary impairment of equity method investments, cancellation fees of repurchased ADSs, fair value loss on financial instruments, loss (gain) on disposal/acquisition of subsidiaries, and unrealized investment loss (gain). The Company defines diluted non-GAAP net income (loss) attributable to ordinary shareholders of Baozun per ADS as non-GAAP net income (loss) attributable to ordinary shareholders of Baozun divided by weighted average number of shares used in calculating net income (loss) per ordinary share multiplied by three.

The Company presents the non-GAAP financial measures because they are used by the Company’s management to evaluate the Company’s financial and operating performance and formulate business plans. Non-GAAP income (loss) from operations, non-GAAP net income (loss), non-GAAP net income (loss) attributable to ordinary shareholders of Baozun and Non-GAAP net income (loss) attributable to ordinary shareholders of Baozun per ADS reflect the Company’s ongoing business operations in a manner that allows more meaningful period-to-period comparisons. The Company believes that the use of the non-GAAP financial measures facilitates investors to understand and evaluate the Company’s current operating performance and future prospects in the same manner as management does, if they so choose. The Company also believes that the non-GAAP financial measures provide useful information to both management and investors by excluding certain expenses, gain/loss and other items that are not expected to result in future cash payments or that are non-recurring in nature or may not be indicative of the Company’s core operating results and business outlook.

The non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. The non-GAAP financial measures have limitations as analytical tools. One of the key limitations of using non-GAAP income (loss) from operations, non-GAAP net income (loss), non-GAAP net income (loss) attributable to ordinary shareholders of Baozun, and non-GAAP net income (loss) attributable to ordinary shareholders of Baozun per ADS is that they do not reflect all items of income and expense that affect the Company’s operations. Further, the non-GAAP measures may differ from the non-GAAP measures used by other companies, including peer companies, potentially limiting the comparability of their financial results to the Company’s. In light of the foregoing limitations, the non-GAAP income (loss) from operations, non-GAAP operating margin, non-GAAP net income (loss), non-GAAP net margin, non-GAAP net income (loss) attributable to ordinary shareholders of Baozun and non-GAAP net income (loss) attributable to ordinary shareholders of Baozun per ADS for the period should not be considered in isolation from or as an alternative to income (loss) from operations, operating margin, net income (loss), net margin, net income (loss) attributable to ordinary shareholders of Baozun and net income (loss) attributable to ordinary shareholders of Baozun per ADS, or other financial measures prepared in accordance with U.S. GAAP.

The Company compensates for these limitations by reconciling the non-GAAP financial measures to the nearest U.S. GAAP performance measures, which should be considered when evaluating the Company’s performance. The Company encourages you to review the Company’s financial information in its entirety and not rely on a single financial measure. For reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures, please see the section of the accompanying tables titled, “Reconciliations of GAAP and Non-GAAP Results.”

Safe Harbor Statements

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident,” “potential,” “continues,” “ongoing,” “targets,” “guidance,” “going forward,” “looking forward,” “outlook” or other similar expressions. Statements that are not historical facts, including but not limited to statements about Baozun’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to Baozun’s filings with the United States Securities and Exchange Commission and its announcements, notices or other documents published on the website of The Stock Exchange of Hong Kong Limited. All information provided in this announcement is as of the date hereof and is based on assumptions that Baozun believes to be reasonable as of this date, and Baozun undertakes no obligation to update such information, except as required under applicable law.

About Baozun Inc.

Founded in 2007, Baozun Inc. is a leader in brand e-commerce service, brand management, and digital commerce service. It serves approximately 490 brands from various industries and sectors around the world, including East and Southeast Asia, Europe and North America as of December 31, 2024.

Baozun Inc. comprises three major business lines – Baozun e-Commerce (BEC), Baozun Brand Management (BBM) and Baozun International (BZI) and is committed to accelerating high-quality and sustainable growth. Driven by the principle that “Technology Empowers the Future Success”, Baozun’s business lines are devoted to empowering their clients’ business and navigating their new phase of development.

For more information, please visit http://ir.baozun.com.

For investor and media inquiries, please contact:

Baozun Inc.

Ms. Wendy Sun

Email: [email protected]

BaozunInc.

UNAUDITEDCONDENSED CONSOLIDATED BALANCE SHEETS

(Inthousands)

	As<br> of
	December<br> 31,		June 30,		June 30,
	2024		2025		2025
	RMB		RMB		US
ASSETS
Current assets
Cash<br> and cash equivalents		1,289,323		1,189,429		166,038
Restricted<br> cash		354,991		138,178		19,289
Short-term<br> investments		1,271,618		1,374,219		191,834
Accounts<br> receivable, net		2,033,778		2,043,408		285,249
Inventories		1,117,439		955,961		133,447
Advances<br> to suppliers		404,353		290,141		40,502
Derivative<br> financial assets		11,557		1,510		211
Prepayments<br> and other current assets		724,091		629,836		87,922
Amounts<br> due from related parties		7,021		2,568		358

Total<br> current assets		7,214,171		6,625,250		924,850

Non-current assets
Long-term<br> debt investments (including at RMB73,869 of the investments measured fair value as at June 30,2025)		–		160,792		22,446
Long-term<br> equity investments		341,687		338,149		47,204
Property<br> and equipment, net		822,229		778,566		108,684
Intangible<br> assets, net		357,307		336,773		47,012
Land<br> use right, net		37,438		36,926		5,155
Operating<br> lease right-of-use assets		767,376		688,876		96,163
Goodwill		362,399		362,399		50,589
Other<br> non-current assets		69,886		58,161		8,119
Deferred<br> tax assets		234,508		235,472		32,871

Total<br> non-current assets		2,992,830		2,996,114		418,243

Total<br> assets		10,207,001		9,621,364		1,343,093

All values are in US Dollars.

	As<br> of
	December<br> 31,		June 30,		June 30,
	2024		2025		2025
	RMB		RMB		US
LIABILITIES,REDEEMABLE<br> NON-CONTROLLING INTERESTS AND SHAREHOLDERS’ EQUITY
Current liabilities
Short-term<br> loan		1,220,957		1,385,268		193,376
Accounts<br> payable		620,679		348,438		48,640
Notes<br> payable		461,179		207,937		29,027
Income<br> tax payables		26,559		6,140		857
Accrued<br> expenses and other current liabilities		1,169,547		1,151,295		160,719
Derivative<br> liabilities		130		283		40
Amounts<br> due to related parties		5,369		1,334		185
Current<br> operating lease liabilities		243,137		263,001		36,714

Total<br> current liabilities		3,747,557		3,363,696		469,558

Non-current liabilities
Deferred<br> tax liabilities		32,783		29,178		4,073
Long-term<br> operating lease liabilities		597,805		514,211		71,781
Other<br> non-current liabilities		48,277		47,681		6,656

Total<br> non-current liabilities		678,865		591,070		82,510

Total<br> liabilities		4,426,422		3,954,766		552,068

All values are in US Dollars.

BaozunInc.

UNAUDITEDCONDENSED CONSOLIDATED BALANCE SHEETS

(Inthousands, except for share and per share data)

	As<br> of
	December<br> 31,		June 30,		June 30,
	2024		2025		2025
	RMB		RMB		US
Redeemable non-controlling<br> interests	1,670,379		1,685,446		235,279

Baozun Inc. shareholders’<br> equity:
Class<br> A ordinary shares (US0.0001 par value; 470,000,000 shares authorized, 175,668,586 and 175,846,486 shares issued, 161,337,586 and<br> 160,044,058 shares outstanding, as of December 31, 2024, and June 30, 2025, respectively)	95		95		13
Class<br> B ordinary shares (US0.0001 par value; 30,000,000 shares authorized, 13,300,738 shares issued and outstanding as of December 31,<br> 2024, and June 30, 2025)	8		8		1
Additional<br> paid-in capital	4,646,631		4,649,833		649,092
Treasury<br> shares (14,331,000 and 15,802,428 shares as of December 31, 2024, and June 30, 2025, respectively)	(95,502	)	(105,719	)	(14,758	)
Accumulated<br> deficit	(691,785	)	(788,823	)	(110,116	)
Accumulated<br> other comprehensive income	54,575		32,853		4,586
Total<br> Baozun Inc. shareholders’ equity	3,914,022		3,788,247		528,818

Non-controlling<br> interests	196,178		192,905		26,928

Total<br> Shareholders’ equity	4,110,200		3,981,152		555,746

Total<br> liabilities, redeemable non-controlling interests and shareholders’ equity	10,207,001		9,621,364		1,343,093

All values are in US Dollars.

BaozunInc.

UNAUDITEDCONDENSED CONSOLIDATED STATEMENTS OF

COMPREHENSIVEINCOME

(Inthousands, except for share and per share data and per ADS data)

	For<br> the three months ended June 30,
	2024			2025
	RMB			RMB			US
Net revenues
Product<br> sales^(1)^		870,301			994,094			138,770
Services		1,520,693			1,558,567			217,568

Total<br> net revenues		2,390,994			2,552,661			356,338

Operating expenses^(2)^
Cost of products		(649,696	)		(711,500	)		(99,322	)
Fulfillment^(3)^		(626,958	)		(605,957	)		(84,588	)
Sales<br> and marketing^(3)^		(844,698	)		(937,846	)		(130,918	)
Technology<br> and content^(3)^		(129,788	)		(114,655	)		(16,005	)
General<br> and administrative^(3)^		(171,637	)		(224,377	)		(31,322	)
Other<br> operating income, net		13,010			32,296			4,508

Total<br> operating expenses		(2,409,767	)		(2,562,039	)		(357,647	)

Loss from operations		(18,773	)		(9,378	)		(1,309	)
Other income (expenses)
Interest<br> income		16,695			10,895			1,521
Interest<br> expense		(10,436	)		(11,781	)		(1,645	)
Unrealized<br> investment loss		(2,830	)		(4,036	)		(564	)
Exchange<br> loss		(10,418	)		(454	)		(63	)
Fair<br> value change on financial instruments		11,152			4,447			621
Loss<br> before income tax and share of income in equity method investment		(14,610	)		(10,307	)		(1,439	)
Income<br> tax expense ^(4)^		(3,763	)		(13,359	)		(1,865	)
Share<br> of (loss) income in equity method investment, net of tax of nil		(3,616	)		3,212			448

Net loss		(21,989	)		(20,454	)		(2,856	)
Net loss<br> attributable to non-controlling interests		5,862			1,172			164
Net<br> income attributable to redeemable non-controlling interests		(14,493	)		(14,676	)		(2,049	)

Net<br> loss attributable to ordinary shareholders of Baozun Inc.		(30,620	)		(33,958	)		(4,741	)

All values are in US Dollars.

	For<br> the three months ended June 30,
	2024			2025
	RMB			RMB			US
Net loss per share attributable<br> to ordinary shareholders<br> of Baozun Inc.:
Basic		(0.17	)		(0.20	)		(0.03	)
Diluted		(0.17	)		(0.20	)		(0.03	)
Net<br> loss per ADS attributable to ordinary shareholders of Baozun Inc.:
Basic		(0.51	)		(0.59	)		(0.08	)
Diluted		(0.51	)		(0.59	)		(0.08	)
Weighted average shares<br> used in calculating net loss per ordinary share
Basic		181,899,568			173,318,225			173,318,225
Diluted		181,899,568			173,318,225			173,318,225
Net loss		(21,989	)		(20,454	)		(2,856	)
Other comprehensive income<br> (loss), net of tax of nil:
Foreign<br> currency translation adjustment		6,328			(14,378	)		(2,007	)
Comprehensive<br> loss		(15,661	)		(34,832	)		(4,863	)

All values are in US Dollars.

(1)	These<br> amounts include product sales from E-Commerce and Brand Management of RMB598.6 million and<br> RMB396.0 million for the three months period ended June 30, 2025, respectively, compared<br> with product sales from E-Commerce of RMB579.2 million and Brand Management of RMB292.3 million<br> for the three months period ended June 30, 2024.
(2)	Share-based<br> compensation expenses are allocated in operating expenses items as follows:
---	---
		For<br> the three months ended June 30,
---	---	---	---	---	---	---	---	---	---	---	---	---
		2024				2025
		RMB				RMB				US
Fulfillment			1,358				226				32
Sales and marketing			2,242				512				72
Technology and content			2,446				371				52
General<br> and administrative			11,432				6,503				907

			17,478				7,612				1,063

All values are in US Dollars.

(3)	These<br> amounts include amortization of intangible assets resulting from business acquisition, which<br> amounted to RMB10.9 million and RMB7.9 million for the three months period ended June 30,<br> 2024 and 2025, respectively.
(4)	These<br> amounts include income tax benefits of RMB2.3 million and RMB1.8 million related to the reversal<br> of deferred tax liabilities, which was recognized on business acquisition for the three months<br> period ended June 30, 2024 and 2025, respectively.
---	---

BaozunInc.

Reconciliationsof GAAP and Non-GAAP Results

(inthousands, except for share and per ADS data)


	2024			2025
	RMB			RMB			US
Loss from operations		(18,773	)		(9,378	)		(1,309	)
Add: Share-based<br> compensation expenses		17,478			7,612			1,063
Amortization<br> of intangible assets resulting from business acquisition Cancellation fees of repurchased ADSs		415			–			–
Non-GAAP<br> income from operations		10,036			6,135			857
Net loss		(21,989	)		(20,454	)		(2,856	)
Add: Share-based<br> compensation expenses		17,478			7,612			1,063
Amortization<br> of intangible assets resulting from business acquisition		10,916			7,901			1,103
Cancellation<br> fees of repurchased ADSs		415			–			–
Unrealized<br> investment loss		2,830			4,036			564
Less:<br> Tax effect of amortization of intangible assets resulting from business acquisition^(1)^		(2,259	)		(1,802	)		(252	)
Non-GAAP<br> net income (loss)		7,391			(2,707	)		(378	)

Net loss attributable to ordinary<br> shareholders of Baozun Inc.		(30,620	)		(33,958	)		(4,741	)
Add: Share-based<br> compensation expenses		17,478			7,612			1,063
Amortization<br> of intangible assets resulting from business acquisition		7,523			5,528			772
Cancellation<br> fees of repurchased ADSs		415			–			–
Unrealized<br> investment loss		2,830			4,036			564
Less: Tax<br> effect of amortization of intangible assets resulting from business acquisition^(1)^		(1,510	)		(1,209	)		(169	)
Non-GAAP<br> net loss attributable to ordinary shareholders of Baozun Inc.		(3,884	)		(17,991	)		(2,511	)
Diluted<br> non-GAAP net loss attributable to ordinary shareholders of Baozun Inc. per ADS:		(0.06	)		(0.31	)		(0.04	)

Weighted average shares<br> used in calculating diluted net loss per ordinary share		181,899,568			173,318,225			173,318,225

All values are in US Dollars.

(1)	The<br> Company evaluated the non-GAAP adjustments items and concluded that these items have immaterial<br> income tax effects except for amortization of intangible assets resulting from business acquisition.