Exhibit 99.1

 

Baozun Inc. 寶尊電商有限公司 * (A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability) Stock Code : 9991 *For identification purposes only

 

EXPLANATORY NOTES Baozun Inc. (“Baozun”, “we”, “our”, or “us”) prepared this interim report for the first six months of its fiscal year ending December 31, 2022 (the “Interim Report”) pursuant to Rule 13.48(1) of the Hong Kong Listing Rules. As an issuer listed on the Hong Kong Stock Exchange under Chapter 19C of the Hong Kong Listing Rules, we are exempted from the contents requirements in respect of interim reports under Appendix 16 of the Hong Kong Listing Rules. For more information about our business and related risks, please refer to our annual report for the fiscal year ended December 31, 2021 (the “Annual Report”) published on the website of the Hong Kong Stock Exchange on April 29, 2022. Please note that the information contained in the Annual Report is up to date as of the date of the Annual Report, and we do not undertake any obligation to update the Annual Report, except as required under applicable law and listing rules. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Annual Report.

 

WEIGHTED VOTING RIGHT STRUCTURE Under our weighted voting rights structure, our share capital comprises Class A ordinary shares and Class B ordinary shares. Each Class A ordinary share entitles the holder to exercise one vote, and each Class B ordinary share entitles the holder to exercise ten votes, respectively, on any resolution tabled at the Company’s general meetings, except as may otherwise be required by law or provided for in our memorandum and articles of association. Shareholders and prospective investors should be aware of the potential risks of investing in a company with a weighted voting rights structure. Our American depositary shares, each representing three of our Class A ordinary shares, are listed on the Nasdaq Global Select Market in the United States under the symbol BZUN. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Upon the conversion of all the issued and outstanding Class B ordinary shares into Class A ordinary shares, the Company will issue 13,300,738 Class A ordinary shares, representing approximately 8.1% of the total number of issued and outstanding Class A ordinary shares or 7.5% of the enlarged issued and outstanding shares of the Company (without taking into account any the shares to be issued pursuant to the 2014 Share Incentive Plan and the 2015 Share Incentive Plan, including pursuant to the exercise of options or the vesting of RSUs or other awards that have been or may be granted from time to time and any issuance or repurchase of Shares and/or ADSs that we may make) as of June 30, 2022. WVR BENEFICIARY As of June 30, 2022, the weighted voting rights (“WVR”) beneficiaries are Mr. Vincent Wenbin Qiu, our co- founder, chairman and chief executive officer and Mr. Junhua Wu, our co-founder, director and chief growth officer. Mr. Qiu is interested in and controls, through Jesvinco Holdings Limited, a company wholly owned by Mr. Qiu, 10 Class A ordinary shares and 9,410,369 Class B ordinary shares. Mr. Qiu also beneficially owns 640,807 Class A ordinary shares, and 884,171 Class A ordinary shares, comprising Class A ordinary shares underlying restricted share units vested or to be vested within 60 days of June 30, 2022 held by Mr. Qiu. As of June 30, 2022, Mr. Qiu has not exercised his right to acquire such Class A ordinary shares. As of June 30, 2022, without including shares that the person has the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security, Mr. Qiu controlled 32.0% of the aggregate voting power of our Company. Mr. Wu is interested in and controls, through Casvendino Holdings Limited, a company wholly owned by Mr. Wu, 3,890,369 Class B ordinary shares. Mr. Wu also beneficially owns 405 Class A ordinary shares, and 2,350,554 Class A ordinary shares, comprising Class A ordinary shares issuable upon exercise of options and Class A ordinary shares underlying restricted share units vested or to be vested within 60 days of June 30, 2022 held by Mr. Wu. As of June 30, 2022, Mr. Wu has not exercised his right to acquire such Class A ordinary shares. As of June 30, 2022, without including shares that the person has the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security, Mr. Wu controlled 13.1% of the aggregate voting power of our Company. The Company’s WVR structure enables the WVR beneficiaries to exercise voting control over the Company notwithstanding that the WVR beneficiaries do not hold a majority economic interest in the share capital of the Company. This will enable the Company to benefit from the continuing vision and leadership of the WVR beneficiaries who will control the Company with a view to its long-term prospects and strategy. Prospective investors are advised to be aware of the potential risks of investing in companies with weighed voting rights structures, in particular that interests of the WVR beneficiaries may not necessarily always be aligned with those of our shareholders as a whole, and that the WVR beneficiaries will be in a position to exert significant influence over the affairs of our Company and the outcome of shareholders’ resolutions, irrespective of how other shareholders vote. Prospective investors should make the decision to invest in the Company only after due and careful consideration. Upon any sale, transfer, assignment or disposition of beneficial ownership of any Class B ordinary shares by a holder thereof to any person or entity that is not an Affiliate (as defined in the our articles of association) of such holder, such Class B ordinary shares will be automatically and immediately converted into an equal number of Class A ordinary shares.

 

Financial Highlights For The Six Months Ended June 30, 2022 • Total net revenues were RMB4,106.2 million (US$1613.0 million), a decrease of 5.1% year-over-year, of which, service revenues were RMB2,731.5 million (US$407.8 million), an increase of 14.7% year-overyear. • Loss from operations was RMB64.5 million (US$9.6 million), compared with income from operations of RMB159.5 million in the same period of last year. Operating margin was negative 1.6%, compared with 3.7% in the same period of last year. • Non-GAAP income from operations2 was RMB51.9 million (US$7.8 million), compared with RMB237.4 million in the same period of last year. Non-GAAP operating margin was 1.3%, compared with 5.5% in the same period of last year. • Net loss attributable to ordinary shareholders of Baozun Inc. was RMB200.2 million (US$29.9 million), compared with net income attributable to ordinary shareholders of Baozun Inc. of RMB81.0 million in the same period of last year. • Non-GAAP net income attributable to ordinary shareholders of Baozun Inc.3 was RMB2.4 million (US$0.4 million), compared with RMB212.1 million in the same period of last year. • Basic and diluted net loss attributable to ordinary shareholders of Baozun Inc. per American Depositary Share (“ADS4”) were both RMB3.15 (US$0.47), compared with basic and diluted net income attributable to ordinary shareholders of Baozun Inc. per ADS of RMB1.10 and RMB1.08, respectively, for the same period of 2021. • Basic and diluted non-GAAP net income attributable to ordinary shareholders of Baozun Inc. per ADS5 were both RMB0.04 (US$0.01), compared with RMB2.87 and RMB2.82, respectively, for the same period of 2021. • Cash, cash equivalents, and restricted cash totaled RMB3,136.8 million (US$468.3 million), as of June 30, 2022. 1 This Interim Report contains translations of certain Renminbi (RMB) amounts into U.S. dollars (US$) at a specified rate solely for the convenience of the reader. Unless otherwise noted, the translation of RMB into US$ has been made at RMB6.6981 to US$1.00, the noon buying rate in effect on June 30, 2022 as set forth in the H.10 Statistical Release of the Federal Reserve Board. 2 Non-GAAP income (loss) from operations is a non-GAAP financial measure, which is defined as income (loss) from operations excluding share-based compensation expenses and amortization of intangible assets resulting from business acquisition. 3 Non-GAAP net income (loss) attributable to ordinary shareholders of Baozun Inc. is a non-GAAP financial measure, which is defined as net income (loss) attributable to ordinary shareholders of Baozun Inc. excluding share-based compensation expenses, amortization of intangible assets resulting from business acquisition and unrealized investment loss. 4 Each ADS represents three Class A ordinary shares. 5 Basic and diluted non-GAAP net income (loss) attributable to ordinary shareholders of Baozun Inc. per ADS are non-GAAP financial measures, which are defined as non-GAAP net income (loss) attributable to ordinary shareholders of Baozun Inc. divided by weighted average number of shares used in calculating basic and diluted net income per ordinary share multiplied by three, respectively.

 

Operational Highlights For The Six Months Ended June 30, 2022 • Total Gross Merchandise Volume (“GMV”)6 was RMB40,084.0 million, an increase of 38.4% year-overyear. • Distribution GMV7 was RMB1,543.1 million, a decrease of 28.8% year-over-year. • Non-distribution GMV8 was RMB38,540.9 million, an increase of 43.8% year-over-year, of which, consignment model GMV was RMB9,882.0 million, a decrease of 11.2%, and service fee model GMV was RMB28,658.9 million, an increase of 82.9% year-over-year, driven by strong volume in the electronics and fast moving consumer goods categories. • GMV generated from non-TMALL marketplaces and channels accounted for approximately 31.0% of total GMV during the period, flat compared with the same period of 2021. • Number of brand partners for store operations increased to 355 as of June 30, 2022, from 293 as of June 30, 2021. 6 GMV includes value added tax and excludes (i) shipping charges, (ii) surcharges and other taxes, (iii) value of the goods that are returned and (iv) deposits for purchases that have not been settled. 7 Distribution GMV refers to the GMV under the distribution business model. Non-distribution GMV refers to the GMV under the service fee business model and the consignment business model.

 

2022 Financial Results For The Six Months Ended June 30, 2022 Total net revenues were RMB4,106.2 million (US$613.0 million), a decrease of 5.1% from RMB4,324.6 million in the same period of last year. The decrease in total net revenue was mainly due to a reduction in revenue from online store operations, as a result of weaker macro-economics and COVID-19 lockdown in the first half of 2022, and a reduction in product sales revenue, as the Company optimizes its product portfolio, largely offset by the increase in value-added services, including warehousing and fulfilment, digital marketing and IT solution services. The following table sets forth a breakdown of our revenues by segment and key categories9 for the periods indicated: For the six months ended June 30, 2021 2022 % of % of YoY RMB Revenue RMB US$ Revenue Change (In millions, except for percentage) 730.0 109.0 18% -17% 509.3 76.0 12% 4% 172.3 25.7 4% -21% 166.7 24.9 4% 31% 170.3 25.4 4% 16% 260.0 38.8 6% -44% 193.0 28.8 5% -11% 444.3 66.3 11% -26% 2,136.6 318.9 52% -19% Online store operations Appliances 882.9 20% Apparel and accessories 491.5 11% Sportswear 216.9 5% Luxury 127.5 3% Others 147.1 3% Electronics 466.5 11% Beauty and cosmetics 215.9 5% Others 597.2 15% Total net revenues from online store operations 2,654.0 62% 1,136.0 169.6 28% 22% Warehousing and fulfillment 929.3 21% 833.6 124.5 20% 12% Digital marketing and IT solutions 741.3 17% 4,106.2 613.0 100% -5% Total net revenues 4,324.6 100% Key categories refer to the categories that accounted for more than 5% of the Company’s total net revenues during the first six months of 2022.

 

Product sales revenue was RMB1,374.7 million (US$205.2 million), a decrease of 29.3% from RMB1,943.9 million in the same period of last year. The decrease was primarily attributable to the Company’s optimization of its product portfolio in distribution model, resulting in sales contraction in electronics and appliances categories under distribution model. Services revenue was RMB2,731.5 million (US$407.8 million), an increase of 14.7% from RMB2,380.7 million in the same period of last year. The increase was primarily attributable to increasing revenue contribution from warehousing and fulfillment services. Total operating expenses were RMB4,170.7 million (US$622.7 million), compared with RMB4,165.1 million in the same period of last year. • Cost of products was RMB1,197.9 million (US$178.8 million), compared with RMB1,636.9 million in the same period of last year. The decrease was primarily due to the decline in product sales revenue. • Fulfillment expenses were RMB1,354.4 million (US$202.2 million), compared with RMB1,068.4 million in the same period of last year. The increase was primarily due to the fulfillment cost of RMB357.7 million (US$53.4 million) correlated to higher revenue from warehousing and fulfillment services in the first half of 2022, which was partially offset by efficiency improvements of fulfillment, and savings in customer services as the Company implementing its regional services centers initiative. • Sales and marketing expenses were RMB1,284.2 million (US$191.7 million), compared with RMB1,118.9 million in the same period of last year. The increase was mainly due to increased strategic business development staff to drive business growth, which was partially offset by efficiency improvements. • Technology and content expenses were RMB217.5 million (US$32.5 million) compared with RMB208.4 million in the same period of last year. The increase was mainly due to growth in GMV and the Company’s ongoing investment in technological innovation and productization, which was partially offset by the Company’s cost control initiatives and efficiency improvements. • General and administrative expenses were RMB182.3 million (US$27.2 million), compared with RMB177.6 million in the same period of last year. The increase was primarily due to a rise in expenses related to acquired business in the past year, which was partially offset by the Company’s cost control initiatives and efficiency improvements.

 

Loss from operations was RMB64.5 million (US$9.6 million), compared with income from operations of RMB159.5 million in the same period of last year. Operating margin was negative 1.6%, compared with 3.7% in the same period of last year. Non-GAAP income from operations was RMB51.9 million (US$7.8 million), compared with RMB237.4 million in the same period of last year. Non-GAAP operating margin was 1.3%, compared with 5.5% in the same period of last year. Unrealized investment loss was RMB94.6 million (US$14.1 million), compared with RMB54.6 million in the same period of last year. The increase of unrealized investment loss was mainly due to a decrease in the trading price of iClick Interactive Asia Group Limited, or iClick Interactive, a public company listed on the Nasdaq Global Market that the Company invested in January 2021. Exchange loss was RMB25.0 million (US$3.7 million), due to exchange rate fluctuation between Renminbi and U.S. dollar in the first half year of 2022, compared to net exchange gains of RMB18.0 million in the same period of last year. Net loss attributable to ordinary shareholders of Baozun Inc. was RMB200.2 million (US$29.9 million), compared with net income attributable to ordinary shareholders of Baozun Inc. of RMB81.0 million in the same period of last year. Basic and diluted net loss attributable to ordinary shareholders of Baozun Inc. per ADS were both RMB3.15 (US$0.47), compared with basic and diluted net income attributable to ordinary shareholders of Baozun Inc. per ADS of RMB1.10 and RMB1.08, respectively, in the same period of 2021. Non-GAAP net income attributable to ordinary shareholders of Baozun Inc. was RMB2.4 million (US$0.4 million), compared with RMB212.1 million in the same period of last year. Basic and diluted non-GAAP net income attributable to ordinary shareholders of Baozun Inc. per ADS were both RMB0.04 (US$0.01), compared with RMB2.87 and RMB2.82, respectively, in the same period of 2021. As of June 30, 2022, the Company had RMB3,136.8 million (US$468.3 million) in cash, cash equivalents and restricted cash, compared with RMB4,699.8 million as of December 31, 2021. The decrease in cash position was mainly due to the Company’s repurchase of its 1.625% convertible senior notes due 2024 and share repurchase activities during the first half of 2022. Share Repurchase Program Updates On March 25, 2022, the Board of Directors approved a new share repurchase program for up to US$80 million worth of the Company’s shares in the next 12 months. During the first six months of 2022, the Company repurchased approximately 7.3 million of ADSs for approximately US$61.9 million under its share repurchase program.

 

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 operating margin, non-GAAP net income (loss), non-GAAP net margin, non-GAAP net income (loss) attributable to ordinary shareholders of Baozun Inc. and non-GAAP net income (loss) attributable to ordinary shareholders of Baozun Inc. 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. Non-GAAP income (loss) from operations is income (loss) from operations excluding the impact of share-based compensation expenses and amortization of intangible assets resulting from business acquisition. Non-GAAP operating margin is non-GAAP income (loss) from operations as a percentage of total net revenues. Non-GAAP net income (loss) is net income (loss) excluding the impact of share-based compensation expenses and amortization of intangible assets resulting from business acquisition and unrealized investment loss. Non-GAAP net margin is non-GAAP net income (loss) as a percentage of total net revenues. Non-GAAP net income (loss) attributable to ordinary shareholders of Baozun Inc. is net income (loss) attributable to ordinary shareholders of Baozun Inc. excluding the impact of share- based compensation expenses and amortization of intangible assets resulting from business acquisition and unrealized investment loss. Non-GAAP net income (loss) attributable to ordinary shareholders of Baozun Inc. per ADS is non-GAAP net income (loss) attributable to ordinary shareholders of Baozun Inc. 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 enables the Company’s management to assess the Company’s financial and operating results without considering the impact of share-based compensation expenses and amortization of intangible assets resulting from business acquisition. Non-GAAP net income (loss) enables the Company’s management to assess the Company’s financial and operating results without considering the impact of share- based compensation expenses and amortization of intangible assets resulting from business acquisition and unrealized investment loss. Such items are non-cash expenses that are not directly related to the Company’s business operations. Share-based compensation expenses represent non-cash expenses associated with share options and restricted share units the Company grants under the share incentive plans. Amortization of intangible assets resulting from business acquisition represents non-cash expenses associated with intangible assets acquired through one-off business acquisition. Unrealized investment loss represents non-cash expenses associated with the change in fair value of the equity investment. The Company also believes that the use of the non-GAAP measures facilitates investors’ assessment of the Company’s financial and operating performance.

 

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 Inc., and non-GAAP net income (loss) attributable to ordinary shareholders of Baozun Inc. per ADS is that they do not reflect all items of income and expense that affect the Company’s operations. Share-based compensation expenses and amortization of intangible assets resulting from business acquisition and unrealized investment loss have been and may continue to be incurred in the Company’s business and is not reflected in the presentation of non-GAAP income (loss) from operations and non-GAAP net income (loss). 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 Inc. and non-GAAP net income (loss) attributable to ordinary shareholders of Baozun Inc. 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 Inc. and net income (loss) attributable to ordinary shareholders of Baozun Inc. 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. 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 Interim Report 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,” “potential,” “continue,” “ongoing,” “targets,” “guidance,” “going forward,” “outlook” and similar statements. Statements that are not historical facts, including quotes from management in this announcement and statements about the Company’s strategies and goals, are or contain 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 the following: the Company’s operations and business prospects; the Company’s business and operating strategies and its ability to implement such strategies; the Company’s ability to develop and manage its operations and business; competition for, among other things, capital, technology and skilled personnel; the Company’s ability to control costs; the Company’s dividend policy; changes to regulatory and operating conditions in the industry and geographical markets in which the Company operates; and other risks and uncertainties. Further information regarding these and other risks, uncertainties or factors is included in the Company’s filings with the U.S. Securities and Exchange Commission and the Company’s announcements, notice or other documents published on the website of The Stock Exchange of Hong Kong Limited. All information provided in this Interim Report is as of the date of this Interim Report and is based on assumptions that the Company believes to be reasonable as of this date, and the Company does not undertake any obligation to update any forward-looking statement, except as required under the applicable law.

 

As of December 31, June 30,June 30, 2021 2022 2022 UNAUDITED CONDENSED RMB RMB US$ CONSOLIDATED BALANCE SHEETS (In thousands) 3,114,597 464,997 22,171 3,310 2,095,403 312,836 899,644 134,313 308,537 46,063 559,692 83,560 70,159 10,474 ASSETS Current assets Cash and cash equivalents 4,606,545 Restricted cash 93,219 Accounts receivable, net 2,260,918 Inventories, net 1,073,567 Advances to suppliers 527,973 Prepayments and other current assets 572,774 Amounts due from related parties 68,984 7,070,203 1,055,553 Total current assets 9,203,980 282,281 42,143 707,747 105,664 375,694 56,090 40,003 5,972 1,014,894 151,520 397,904 59,406 74,960 11,190 114,461 17,089 Non-current assets Investments in equity investees 330,788 Property and equipment, net 652,886 Intangible assets, net 395,210 Land use right, net 40,516 Operating lease right-of-use assets 1,095,570 Goodwill 397,904 Other non-current assets 87,926 Deferred tax assets 114,200 3,007,944 449,074 Total non-current assets 3,115,000 10,078,147 1,504,627 Total assets 12,318,980

 

As of December 31, June 30, June 30, 2021 2022 2022 RMB RMB US$ UNAUDITED CONDENSED (In thousands, except for share CONSOLIDATED BALANCE SHEETS and per share data) 1,311,387 195,785 400,047 59,725 102,071 15,239 969,434 144,733 20,841 3,111 286,512 42,775 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities Short-term loan 2,288,465 Accounts payable 494,079 Notes payable 529,603 Income tax payables 127,990 Accrued expenses and other current liabilities 984,519 Amounts due to related parties 73,794 Current operating lease liabilities 278,176 3,090,292 461,368 Total current liabilities 4,776,626 47,123 7,035 792,022 118,246 113,760 16,984 Non-current liabilities Deferred tax liabilities 51,525 Long-term operating lease liabilities 883,495 Other non-current liabilities 125,985 952,905 142,265 Total non-current liabilities 1,061,005 4,043,197 603,633 Total liabilities 5,837,631 1,410,314 210,554 116 18 8 1 5,056,999 754,990 (792,312) (118,289) 224,962 33,586 (28,210) (4,212) Redeemable non-controlling interests 1,421,680 Baozun Inc. shareholders’ equity: Class A ordinary shares (US$0.0001 par value; 470,000,000 shares authorized, 195,493,754 and 163,462,631 shares issued and outstanding as of December 31, 2021 and June 30, 2022, respectively) 125 Class B ordinary shares (US$0.0001 par value; 30,000,000 shares authorized, 13,300,738 shares issued and outstanding as of December 31, 2021 and June 30, 2022, respectively) 8 Additional paid-in capital 4,959,646 Treasury shares (385,942) Retained earnings 425,125 Accumulated other comprehensive income (102,603) 4,461,563 666,094 Total Baozun Inc. shareholders’ equity 4,896,359 163,073 24,346 4,624,636 690,440 Non-controlling interests 163,310 Total equity 5,059,669 Total liabilities, redeemable non-controlling interests and equity 12,318,980 10,078,147 1,504,627

 

For the six months ended June 30, 2021 2022 RMB RMB US$ UNAUDITED CONDENSED CONSOLIDATED (In thousands, except for share and STATEMENTS OF COMPREHENSIVE INCOME (LOSS) per share data and per ADS data) 1,374,741 205,243 2,731,454 407,795 Net revenues Product sales 1,943,919 Services 2,380,694 4,106,195 613,038 Total net revenues 4,324,613 (1,197,863) (178,836) (1,354,415) (202,209) (1,284,236) (191,731) (217,507) (32,473) (182,278) (27,213) 65,579 9,791 Operating expenses(1) Cost of products (1,636,918) Fulfillment(2) (1,068,379) Sales and marketing(2) (1,118,875) Technology and content(2) (208,404) General and administrative(2) (177,585) Other operating income, net 45,093 (4,170,720) (622,671) Total operating expenses (4,165,068) (64,525) (9,633) 16,258 2,427 (33,546) (5,008) (94,645) (14,130) 7,907 1,180 (25,026) (3,736) Income (loss) from operations 159,545 Other income (expenses) Interest income 37,125 Interest expense (26,507) Unrealized investment loss (54,605) Gain on repurchase of 1.625% convertible senior notes due 2024 – Impairment loss of investments (3,541) Exchange gain (loss) 17,992 (193,577) (28,900) (6,621) (988) 3,256 486 Income (loss) before income tax and share of income in equity method investment 130,009 Income tax expense(3) (47,092) Share of income in equity method investment, net of tax of nil 1,037

 

For the six months ended June 30, 2021 2022 RMB RMB US$ UNAUDITED CONDENSED CONSOLIDATED (In thousands, except for share and STATEMENTS OF COMPREHENSIVE INCOME (LOSS) per share data and per ADS data) (196,942) (29,402) 6,877 1,027 (10,098) (1,508) Net income (loss) 83,954 Net income attributable to non-controlling interests (2,933) Net loss attributable to redeemable non-controlling interests – (200,163) (29,883) Net income (loss) attributable to ordinary shareholders of Baozun Inc. 81,021 (1.05) (0.16) (1.05) (0.16) (3.15) (0.47) (3.15) (0.47) 190,416,047 190,416,047 190,416,047 190,416,047 (196,942) (29,402) 74,393 11,107 Net income (loss) per share attributable to ordinary shareholders of Baozun Inc.: Basic 0.37 Diluted 0.36 Net income (loss) per ADS attributable to ordinary shareholders of Baozun Inc.: Basic 1.10 Diluted 1.08 Weighted average shares used in calculating net income (loss) per ordinary share Basic 221,700,759 Diluted 225,344,924 Net income (loss) 83,954 Other comprehensive income, net of tax of nil: Foreign currency translation adjustment (27,137) (122,549) (18,295) Comprehensive income (loss) 56,817 (1) Share-based compensation expenses are allocated in operating expenses items as follows: For the six months ended June 30, 2021 2022 RMB RMB US$ 10,105 1,509 41,196 6,151 15,803 2,359 27,758 4,144 Fulfillment 5,596 Sales and marketing 32,688 Technology and content 15,563 General and administrative 20,314 94,862 14,163 74,161 (2) Including amortization of intangible assets resulting from business acquisition, which amounted to RMB3.7 million and RMB21.6 million for the six months period ended June 30, 2021 and 2022, respectively. (3) Including income tax benefits of RMB0.9 million and RMB4.4 million related to the reversal of deferred tax liabilities, which was recognized on business acquisition for the six months period ended June 30, 2021 and 2022, respectively.

 

For the six months ended June 30, 2021 2022 RMB RMB US$ Reconciliations of GAAP (in thousands, except for share and Non-GAAP Results and per ADS data) Income (loss) from operations Add: Share-based compensation expenses Amortization of intangible assets resulting from business acquisition 159,545 74,161 3,695 (64,525) (9,633) 94,862 14,163 21,580 3,222 Non-GAAP income from operations 237,401 51,917 7,752 Net Income (loss) Add: Share-based compensation expenses Amortization of intangible assets resulting from business acquisition Unrealized investment loss Less: Tax effect of amortization of intangible assets resulting from business acquisition 83,954 74,161 3,695 54,605 (924) (196,942) (29,402) 94,862 14,163 21,580 3,222 94,645 14,130 (4,402) (657) Non-GAAP net income 215,491 9,743 1,456 Net income (loss) attributable to ordinary shareholders of Baozun Inc. Add: Share-based compensation expenses Amortization of intangible assets resulting from business acquisition Unrealized investment loss Less: Tax effect of amortization of intangible assets resulting from business acquisition 81,021 74,161 3,026 54,605 (757) (200,163) (29,883) 94,862 14,163 16,400 2,448 94,645 14,130 (3,324) (496) Non-GAAP net income attributable to ordinary shareholders of Baozun Inc. 212,056 2,420 362 Non-GAAP net income attributable to ordinary shareholders of Baozun Inc. per ADS: Basic Diluted Weighted average shares used in calculating net income per ordinary share Basic Diluted 2.87 2.82 221,700,759 225,344,924 0.04 0.01 0.04 0.01 190,416,047 190,416,047 192,802,594 192,802,594