A. History and Development of the Company We, Baozun Inc., are an exempted company incorporated under the laws of the Cayman Islands on December 17, 2013. We changed our holding company’s name from Baozun Cayman Inc. to Baozun Inc. in March 2015. We are a holding company and operate our business through our consolidated subsidiaries, our VIE and its subsidiaries. We commenced operations to provide brand e-commerce solutions in China in August 2007 through Shanghai Baozun, a PRC limited liability company founded by our Chief Executive Officer, Mr. Vincent Wenbin Qiu, Mr. Junhua Wu, Mr. Michael Qingyu Zhang and several other individual investors, or collectively, the Founding Shareholders. Shanghai Baozun, our wholly-owned subsidiary, provides integrated brand-e-commerce solutions to our brand partners, including IT services, store operations, digital marketing, customer services, warehousing and fulfillment. In March 2010, we incorporated our 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 our e-commerce solutions business, we incorporated our wholly-owned subsidiary, Shanghai Fengbo E-commerce Limited, or Shanghai Fengbo, in China. Shanghai Fengbo and Shanghai Bodao provide brand e-commerce solutions to our brand partners, and Shanghai Yingsai provides marketing services to our brand partners. As we began to expand our business outside of mainland China, we established Baozun Hongkong Limited in September 2013, which serves as our operation center in Hong Kong. In December 2013, we incorporated our holding company, Baozun Cayman Inc., under the laws of the Cayman Islands. We incorporated Baozun Hong Kong Holding Limited in January 2014 to develop our e-commerce solutions business in Hong Kong and internationally. 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. We hold an ICP license through our VIE, Shanghai Zunyi, to operate our value-added telecommunications services in compliance with PRC laws and regulations. In April and July 2014, through Shanghai Baozun, we entered into certain contractual arrangements with Shanghai Zunyi and its shareholders under which we gained effective control over the operations of Shanghai Zunyi, which currently provides brand e-commerce service to our brand partners. In October 2014, we established Taiwan Baozun Corporation, a wholly-owned subsidiary, to expand our provision of brand e-commerce solutions to the Taiwan market. On May 21, 2015, our ADSs commenced trading on The Nasdaq Global Select Market under the symbol “BZUN.” In October 2015, we established Baozun (Japan) Limited, a wholly-owned subsidiary, seeking to introduce more Japanese brands to Chinese consumers. In July 2016, we 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, we established another wholly-owned subsidiary, Baotong E-Logistics Technology (Suzhou) Limited to substitute Baotong E-Logistics in providing warehousing and logistics solutions. 63 Table of Contents In December 2016, we completed a follow-on public offering of our ADSs, in which we 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 us was approximately US$36.8 million, of which we received net proceeds of approximately US$33.1 million, after deducting underwriting discounts and commissions and offering expenses payable by us. In June 2017, we established an innovation center, which focuses on enhancing our IT capabilities and helps us shape the market by developing and standardizing new services such as cloud-based operating platforms, big data analysis tools for brand e-commerce, the implementation of artificial intelligence in brand e-commerce over time and upgrade of current technology systems, in order to serve a wider variety of brand partners and other customers with a broader array of services. In May 2018, we launched our slogan “Technology empowers future success” as technology is our key growth driver for the future. We believe innovative technologies will empower a revolution in e-commerce, and digitization and innovation will continue to underpin growth in the retail industry. In 2019, we upgraded to a hybrid cloud infrastructure - Baozun Hybrid Cloud - to enhance our storing and computing capabilities. We have integrated and migrated our core e-commerce systems and applications to Baozun Hybrid Cloud, which helped us better utilize cloud computing, enhance the scalability of our business, and improve cost efficiency. In April 2019, we completed an offering of US$225 million of the 2024 Notes (the “2024 Notes”), and the sale of an additional US$50 million in aggregate principal amount of the 2024 Notes pursuant to the exercise by the initial purchasers in full of an option to purchase additional Notes, pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (collectively, the “Notes Offering”). We received net proceeds from the Notes Offering of approximately US$269.0 million. Concurrently with the closing of the offering of the 2024 Notes, we also completed an offering of 4,230,776 ADSs (“Borrowed ADSs”), as we entered into the ADS lending agreements with the ADS Borrowers. We did not receive any proceeds from the sale of the initial Borrowed ADSs, but received a nominal lending fee from the ADS Borrowers. In March 2022, we entered into separate and individually privately negotiated transactions with certain holders of the 2024 Notes to repurchase approximately US$166.3 million principal amount of the 2024 Notes. On April 1, 2022, we announced a tender offer to repurchase the outstanding 2024 Notes, which were fully repurchased on May 2, 2022. The Borrowed ADSs were also returned and cancelled in June 2022. In September 2020, we completed a global offering of 40,000,000 Class A ordinary shares, which began trading on the Main Board of the Hong Kong Stock Exchange on September 29, 2020 under the stock code “9991.” The gross proceeds to us from the global offering, before deducting underwriting fees and the offering expenses, was approximately HK$3,316.0 million (US$425.2 million). On October 23, 2020, the underwriters partially exercised the over-allotment option in respect of an aggregate of 3,833,700 Class A ordinary shares. We received total net proceeds of approximately HK$3,511.4 million (US$450.2 million) after deducting offering expenses payable by us in relation to the global offering and the exercise of the over-allotment option. Throughout 2021, the rapidly evolving e-commerce industry in China witnessed weak consumer sentiment and persistent negative impacts due to the COVID-19 pandemic and the Better Cotton Initiatives. We adapted quickly by adjusting our strategy and optimizing resource allocations towards diversification so as to balance against the market headwinds. In addition, we accelerated our efforts to help our brand partners expedite digital transformation and innovation in the fast-evolving China e-commerce industry. In 2021, we launched a proprietary intelligent customer service management system called “Service Anywhere,” or S-ANY, to unify workflow dispatching, training and resource management and to improve consumer journey and ultimately to facilitate transactions. Meanwhile, we continued to upgrade our operating platforms and middle office for better process re-engineering, and to make our automation more digitized, centralized, and integrated. We scaled up two regional service centers in Nantong and Hefei in 2021 to complement our powerful operation and technology infrastructure to further optimize resource allocation and drive efficiency. In addition, we acquired several complementary business in 2021, including Full Jet Limited, or Full Jet, a strategic and brand-focused industry expert that specializes in developing go-to-market strategies for high-end and luxury brands entering the Chinese market; Shanghai Yi Shang Network Information Co., Limited, or eFashion, a leading e-commerce solutions provider for fashion brands focusing on bringing international fashion brands to China; Shanghai Morefun Information Technology Co., Ltd., or MoreFun, a technology-oriented digital marketing solution provider in China’s e-commerce industry; Suzhou Baoleantone International Logistics Co., Ltd, or BolTone, a warehouse and supply chain service provider in mainland China; and Bao Best IOT Technology (Suzhou) Co., Ltd., or BaoBest, a supply chain businesses operator in mainland China. We target to acquire complementary businesses that enhance our vertical competitiveness, expand economies of scale, and help make our business portfolio more resilient and balanced. We anticipate that mergers and acquisitions will become an incremental driver for our value proposition to our brand partners and growth prospects. 64 Table of Contents In June 2019, we established a wholly-owned subsidiary, Baotong, in Cayman Islands as a holding company to hold 100% of the equity interest in Baotong E-Logistics Technology (Suzhou) Limited. In September 2021, Baozun and Baotong entered into a share purchase and subscription agreement with Cainiao, pursuant to which Cainiao made 30% equity investment in Baotong at a total consideration of US$217.9 million. Baozun, Baotong and Cainiao also entered into a business cooperation agreement aiming to further explore and develop fulfillment and e-commerce opportunities. Combining Baotong’s outstanding customer-centric services with Cainiao’s large economies of scale and infrastructures, we believe our integrated service offerings will advance to the next level, especially the apparel and luxury categories, in being more premium, customized, diversified, and omni-channel. As of the date of this annual report, Cainiao’s shareholding in Baotong was increased to 37% due to the pre-money valuation adjustment as specified in the Shareholders Agreements entered into among us, Baotong and Cainiao. In 2022, we further expanded our regional service centers towards more cities, more staff and more functions to reduce costs, increase efficiency and improve service quality. Specifically, more than 1,600 of our customer service staff are located in regional service centers. Function wise, our multi-location service centers now comprise multiple services such as operations, customer service, digital marketing and IT solutions. In 2022, we launched Baozun Omni-Channel Digital Operating Platform to deepen the commercialization of technology and explore new market opportunities. Baozun Omni-Channel Digital Operating Platform enables multiple channel order fulfillment and delivers powerful omni-channel D2C, data intelligence and decision support functionalities to our brand partners. In November 2022, we voluntarily converted our secondary listing status to a primary listing status on the Hong Kong Stock Exchange. We are now a dual primary listed company on both the Hong Kong Stock Exchange and the Nasdaq Global Select Market, and our ADSs listed on the Nasdaq Global Select Market and the Class A ordinary shares listed on the Hong Kong Stock Exchange remain fungible and convertible in both directions, subject to certain limitations. See “Item 3. Key Information - D. Risk Factors – Risks related to Our Ordinary Shares and ADSs – We are permitted to rely on exemptions from certain corporate governance standards applicable to Hong Kong listed issuers under the Hong Kong Listing Rules, which may afford less protection to holders of our ordinary shares.” On November 8, 2022, our wholly-owned subsidiary, White Horse Hongkong Holding Limited, entered into a share purchase agreement with The Gap, Inc. (“Gap”) and Gap (UK Holdings) Ltd. for the acquisition of the entire equity interests of two of its operating entities, Gaipu (Shanghai) Commercial Co., Ltd. and Gap Taiwan Limited, which operate the whole business of Gap Greater China. In the meantime, certain affiliates of ours and Gap’s entered into a series of business arrangements through which Gap grants us the right to manufacture, market, distribute and sell Gap products in Greater China with local creation capabilities on an exclusive basis. The duration of these business arrangements totals 20 years, with an initial term of ten years that can be renewed twice with each renewal of a five-year term. In 2023, we entered into business transformation and expanded into three major business lines, namely Baozun E-Commerce (BEC), Baozun Brand Management (BBM) and Baozun International (BZI). BEC represents our existing China e-commerce revenue source, while BBM and BZI are incremental opportunities providing tangible growth paths over the next five years. Our strategy capitalizes on virtuous cycles and synergies across our business lines. Starting from the first quarter of 2023, we have two operating segments: E-Commerce (encompassing BEC and BZI) and Brand Management (representing BBM). In February 2023, we completed the acquisition of Gaipu (Shanghai) Commercial Co., Ltd. (“Gap Shanghai”) and started to operate Gap’s operations in Mainland, Hong Kong and Macao, China. During the year, we prioritized on the smooth post-acquisition transition of Gap Shanghai, including efforts in refining product and merchandising strategies, building supply chain infrastructures, enhancing back-end systems and developing talent pool. In 2023, Baozun Brand Management Limited and ABG Hunter LLC, a subsidiary of Authentic Brands Group (“Authentic”), entered into a share purchase agreement (“JV SPA”), for BBM’s acquisition of 51% equity interest in a special purpose vehicle established by ABG Hunter LLC, which holds the relevant intellectual property of Hunter brands in Greater China and Southeast Asia (“Hunter IP Holdco”). As of March 31, 2026, affiliates of Baozun have entered into two license agreements with this JV through which this JV granted Baozun’s affiliates the right to manufacture, market, distribute and sell Hunter brand products in (i) Greater China and (ii) Singapore, Malaysia, Cambodia, the Philippines, Thailand and Vietnam respectively on an exclusive basis. 65 Table of Contents In 2024, we acquired 51% equity of Hangzhou Location Information Technology Co., Ltd. (“Location ITC”), one of the top-tier Douyin partner specializing in apparel and accessories with experience in the livestreaming space. This acquisition allows us to integrate our expertise in creative content, portfolio of brand partnerships and e-commerce operations with Location ITC’s capabilities and insights in daily livestreaming. Location ITC was awarded Diamond Brand Service Partner, the highest rating for service provider on Douyin e-commerce platform. This recognition reflects our efforts in providing quality services and reinforces our position in the industry. Moving forward, we are poised to further enhance our capabilities and offerings, ensuring that we consistently meet and exceed the expectations of our customers. In 2025, we completed our initial phase of strategic transformation, marking a year of significant financial and operational progress. We delivered 6% year-over-year revenue growth to RMB 9.9 billion, with a remarkable improvement in profitability as adjusted operating income surged. A key milestone was Brand Management segment reached its first quarterly breakeven in terms of adjusted operating profit in the fourth quarter of 2025, validating the sustainability of its model, driven by strong performance from the Gap brand. As we enter 2026, our focus shifts decisively from rebuilding to scaling. Our priority now is to amplify the progress to accelerate in the next three years. We will do this by expanding BEC’s margin, building scale and operating leverage in BBM, and deepening the strategic synergies between BEC and BBM. Our principal executive offices are located at No. 1-9, Lane 510, West Jiangchang Road, Shanghai 200436, the People’s Republic of China. Our telephone number at this address is +86 21 6080-9991. Our agent for service of process in the United States is Cogency Global Inc. located at 122 East 42nd Street, 18th Floor, New York, NY 10168. Our Internet address is www.baozun.com. The information on our website is not a part of this document. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at the website of http://www.sec.gov. B. Business Overview We are a leading pioneer in the brand e-commerce service industry and a digital commerce enabler in China. We empower a diverse range of brands to grow and succeed by leveraging our end-to-end e-commerce service capabilities, omni-channel expertise, and technology-driven solutions. Recognizing the growing convergence of online and offline commerce, we view this trend to be a significant opportunity. Adhering to our vision of “Technology Empowers Future Success”, our advanced technology and operating platforms serve as a unified and robust foundation that supports our expanded range of services and markets. In 2023, we expanded our businesses into three business lines – Baozun E-commerce (BEC), Baozun Brand Management (BBM) and Baozun International (BZI). 66 Table of Contents Baozun e-Commerce includes our China e-commerce businesses, such as brands’ store operations, customer services and value-added services in logistics and supply chain management, IT, and digital marketing. Baozun Brand Management engages in holistic brand management, including strategy and tactic positioning, branding and marketing, retail and e-commerce operations, supply chain and logistics, and technology empowerment. We aim to leverage our portfolio of technologies to establish longer and deeper relationships with brands. Baozun International is a long-term opportunity that we will patiently invest in and explore. We have a distinct advantage to replicate our China e-commerce success. Baozun International will empower brands with local market insights and critical e-commerce infrastructure, serving local consumers through a wide product selection and differentiated customer experience. The expansion of Baozun group into three business lines – BEC, BBM and BZI, is aimed at creating a virtuous ecosystem in which each division brings value to the others. Our 18 years of expertise and technological advancements in the e-commerce industry have allowed us to rapidly increase our scale and establish deeper relationships with brand partners. Our strategy capitalizes on virtuous cycles and synergies across our business lines. Since 2023, we have initiated the company’s strategic transformation. Accordingly, starting from the first quarter of 2023, we implemented certain segment reporting changes to better reflect our strategic transformation initiatives. As a result, we reported two operating segments, namely E-Commerce (including BEC and BZI) and Brand Management (BBM). In 2023, 2024 and 2025, our total net revenues were RMB8,812.0 million, RMB9,422.2 million and RMB9,945.5 million, (US$1,422.2 million), respectively. For the same periods, net revenues from product sales accounted for 38.1%, 36.8% and 38.7%, respectively, of our total net revenues. We recorded net loss of RMB222.8 million, RMB138.4 million and RMB199.6 million (US$28.5 million) in 2023, 2024 and 2025, respectively. We had non-GAAP net income of RMB99.1 million (US$14.2 million) in 2025, and we had non-GAAP net income of RMB15.1 million (US$2.1 million) in 2024, while non-GAAP net loss of RMB3.3 million (US$0.5 million) in 2023. See “Item 5. Operating and Financial Review and Prospects - A. Operating Results - Non-GAAP Financial Measures.” In 2024 and 2025, our total net revenues in E-Commerce were RMB8,070.3 million and RMB8,271.2 million respectively, total revenues in Brand Management were RMB1,474.4 million and RMB1,845.4 million respectively. In 2024 and 2025, we recorded non-GAAP operating income of RMB179.6 million and RMB219.3 million for E-Commerce, and non-GAAP operating loss of RMB168.8 million and RMB93.0 million for Brand Management. E-Commerce Our competitive advantages have enabled us to achieve rapid growth in the number of our brand partners. We serve global leaders in their respective verticals such as Philips, Nike and Microsoft. Our ability to help brand partners navigate through the challenges imposed by COVID-19 leveraging our efficient e-commerce operational capabilities and effective omni-channel solutions demonstrates the value of our services. We are able to capture the huge market opportunities with our deep understanding of the needs of various brands, which allow us to offer value propositions differentiated from other market players. ● Multi-category, multi-brand capabilities: We are capable of serving brands of different types, different scales and at different stages of development. We provide in-depth, industry specific domain knowledge across the e-commerce value chain. 67 Table of Contents ● Full-scope services: We provide integrated one-stop solutions to address all core aspects of e-commerce operations, including IT solutions, online store operation, digital marketing, customer service, and warehousing and fulfilment. Our ability to provide one-stop e-commerce solutions is empowered by our proprietary and robust technology stack, including our Cloud-based System that enables efficient setup of official brand stores and official marketplace stores, ROSS that facilitates smooth and efficient online store operations, big data analytics and AI capabilities that drive our efficient and effective digital marketing solutions, Customer Relationship Management, or CRM, that supports attentive real-time pre-sale and post-sale customer services and engagement, and Order Management System, or OMS, and Warehouse Management System, or WMS, that enable integrated and reliable multi-category warehousing and fulfillment services. We constantly develop new technologies and infrastructure in order to provide innovative and reliable solutions to our brand partners. ● Omni-channel coverage: We help brand partners adapt to and thrive on China’s complex e-commerce ecosystem and evolving e-commerce landscape. We enable brands to integrate online and offline operations. We help brand partners formulate and implement coherent e-commerce strategies, which requires holistic performance analysis across channels and balanced tactics for different platforms. We are devoted to innovation in order to maintain and strengthen our market leading position, both in our business model and technology stack. Our comprehensive end-to-end service capabilities, along with our in-depth industry knowledge and integrated technology platforms and solutions, enable different brands to plan and execute e-commerce strategies efficiently. With the strong compatibility of our IT systems, we are able to provide omni-channel solutions across official brand stores, online marketplaces, such as Tmall, JD.com and Pinduoduo, and social media channels, such as WeChat Mini Programs and RED (Xiaohongshu), as well as emerging live streaming and short video platforms, such as Douyin and Kuaishou. We will continue to focus on business and technology innovation to further enhance our value proposition. Leveraging our technology capabilities, we have continuously expanded and enhanced our service offerings to brand partners throughout our history. Our technology stack can support all categories of products and is comprised of three layers: ● Front-end systems, including various cloud-based omni-channel technology solutions, customized SaaS (software as a service) tools and efficiency-oriented applications. ● Middle-end systems, including business middle platform and data middle platform. ● Back-end infrastructure, including proprietary Baozun Hybrid Cloud with strong computing, storage and network capabilities. 68 Table of Contents Based on the different needs of our brand partners, we operate under three business models: distribution model, service fee model and consignment model. The distribution model primarily generates product sales revenue and the other two models generate services revenue. ​ ​ ​ ​ Distribution Model ​ ​ ​ Service Fee Model ​ ​ ​ Consignment Model Description Under the distribution model, we select and purchase goods from our brand partners and/or their authorized distributors and sell such goods directly to end consumers, generating product sales revenue. Under the service fee model, we offer one or more of the following services to our brand partners: IT solutions, online store operation, digital marketing and customer services. Under the consignment model, we offer warehousing and fulfillment services to our brand partners in addition to the service offerings under the service fee model. Customers End consumers Brand partners Brand partners Whether we hold inventory and are subject to inventory risk Yes We assume inventory ownership under the distribution model and thus are subject to inventory risk. See “Item 3. Key Information — D. Risk Factors — Risks Related to Our Business — If we fail to manage our inventory effectively, our results of operations, financial condition and liquidity may be materially and adversely affected.” We carefully select brand partners with low inventory risks and high growth potential for this model. No No ​ Our Business Models and Solutions Through our integrated brand e-commerce capabilities, we provide end-to-end brand e-commerce solutions that are tailored to meet our brand partners’ unique needs. We leverage our brand partners’ resources and seamlessly integrate with their back-end systems to enable data analytics for the entire transaction value chain, making our services a valuable part of our brand partners’ e-commerce functions. We are currently a Tmall “six-star” e-commerce service partner, and have been recognized as the highest ranking Tmall e-commerce service partner since Tmall introduced the grading system, based on a suite of performance measures, including operational capabilities, brand development capabilities and service ratings. In the recently released 2025 Tmall ecosystem certification, Baozun has excelled by obtaining certifications across two key capabilities and five industries. These certifications cover Digital Intelligence Capabilities and Service Experience, as well as industry-specific recognitions in apparel, sports & outdoor, home & lifestyle, 3C digital appliances, and automotive sectors. Among all participating companies, Baozun stands out with the highest number of certifications obtained. We believe we are well positioned as a definitive leader in the e-commerce service industry. In addition to Tmall channel, we also won Jingzhuoyue Awards by JD.com in 2025. For private domain, we were also awarded as Omni-Channel ISV Excellent Certified Partner and Omni-Channel Outstanding Operation Partner in Tencent Intelligence Retail Qianyu Program. In terms of capabilities in emerging new channels, we have further intensified our focus on creative content and live streaming. As a result, we were honored with the Diamond Brand Service Provider recognition on the Douyin platform since 2024, the highest rating for service provider on Douyin e-commerce platform. On Rednote, we were awarded as the first batch of Red Partner and 2025 Annual E-Commerce Operation Service Partner. 69 Table of Contents In 2025, our exceptional services garnered multiple prestigious awards, reflecting our industry-wide recognition. For instance, in digital marketing, we secured the Gold Prize at the ROI Festival, one of Asia’s most influential creative marketing award ceremonies. Additionally, in the realm of technology, we were once again shortlisted for the Gartner DOM Market Guide. These accolades underscore our comprehensive full-chain service capabilities and our commitment to improving all facets of our operations. E-Commerce Capabilities and Business Model Our e-commerce capabilities encompass every aspect of the e-commerce value chain, including: ● IT solutions; ● online store operation; ● digital marketing; ● customer service; and/or ● warehousing and fulfillment. Depending on each brand partner’s specific needs and characteristics of its product category, our brand partners utilize one or a combination of our solutions under one or a combination of our business models: ● distribution model; ● service fee model; and ● consignment model. We derive revenues under our business models as follows: ● Product sales revenues. We derive product sales revenues primarily through selling the products that we purchase from our brand partners and/or their authorized distributors to consumers under the distribution model. ● Services revenues. We derive services revenues primarily through charging brand partners and other customers fees under the service fee model and consignment model. In 2023, 2024 and 2025, net revenues from product sales from E-Commerce segment accounted for 23.7%, 21.2% and 20.2%, respectively, of our net revenues, and net revenues from service from E-Commerce accounted for 61.9%, 63.2% and 61.3%, respectively, of our net revenues. In light of the macro-uncertainties, our strategy for product sales and distribution model is to pursue high-quality growth with a clear focus on value proposition profitability and working capital efficiency. Over time, we work with our brand partners under different combinations of business models to meet their evolving needs and sales objectives, as well as optimize our resource allocation. Accordingly, our revenue mix may vary over time. ​ 70 Table of Contents The following table sets forth a breakdown of services revenue by business models for the years indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the fiscal year ended December 31, ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ ​ % of ​ ​ ​ % of ​ ​ ​ % of ​ ​ ​ ​ Net ​ ​ ​ Net ​ ​ ​ Net ​ ​ RMB ​ ​ ​ Revenues ​ ​ ​ RMB ​ ​ ​ Revenues ​ ​ ​ RMB ​ ​ ​ Revenues ​ (In millions, except for percentage) Services revenue ​ ​ ​ ​ ​ ​ ​ Online store operations 1,604.7 18 % 1,765.4 19 % 1,912.0 19 % Warehousing and fulfillment 2,194.4 25 % 2,189.2 22 % 2,051.7 21 % Digital marketing and IT solutions 1,735.8 20 % 2,120.9 23 % 2,301.5 23 % Inter-segment eliminations* (80.1) (1) (120.2) (1) % (169.3) (2) % Total net revenues from services 5,454.8 62 % 5,955.3 63 % 6,095.9 61 % *The inter-segment eliminations mainly consist of revenues from services provided by E-Commerce to Brand Management. E-Commerce Business Models We believe our brand partners value us for our integrated e-commerce capabilities, dependable services, deep category expertise, market insight and ability to innovate and adapt to the fast-changing e-commerce market. Depending on each brand partner’s specific needs and characteristics of its product category, we provide solutions to our brand partners under one or a combination of our business models: distribution model, consignment model and service fee model. There is no brand partner to which we offer all three business models. Distribution Model Under the distribution model, we select and purchase goods from our brand partners and/or their authorized distributors and sell goods directly to consumers through official brand stores or official marketplace stores operated by us. Therefore, our brand partners and/or their authorized distributors are deemed as our suppliers under the distribution model. We primarily generate product sales revenue under this model. In order to generate product sales, we utilize every aspect of our e-commerce capabilities. Specifically, we utilize our IT and online store operation capabilities to set up and operate online stores, including brand stores and marketplace stores. We utilize our warehousing and fulfillment capabilities to store the goods that we purchase from brand partners and deliver these goods to our consumers who purchase these goods. We utilize our customer service capability to facilitate sales and ensure our consumers are satisfied. In order to increase our product sales, we utilize our digital marketing capabilities to boost site traffic and transaction volume. When we operate stores under the distribution model, the sites will typically indicate that Baozun is the seller of the products and, when we deliver goods to our consumers, the invoices and tax receipts will typically bear our name instead of those of our brand partners. As we assume inventory ownership under the distribution model, other than quality issues, we generally are not allowed to return unsold inventories to the brand partners and/or their authorized distributors. We adopt the distribution model primarily to cater to specific needs of brand partners for certain product categories, such as appliances and beauty and cosmetics. We implement strict screening procedures utilizing our strong data analytics capabilities in analyzing product category data and historic SKU data of brand partners and impose high thresholds on the brand partners selected for the distribution model. Based on the screening and evaluation, we carefully select competitive, reputable and reliable brands with low inventory risk and long-term potential for the distribution model. We choose to adopt the distribution model when the benefits of such model outweigh the potential risks in inventory management. We have more control over pricing and merchandising under the distribution model and can more effectively apply our e-commerce solutions, which can better improve operational efficiency and sales performance. For instance, we generally have discretion in adjusting pricing and organizing promotional events to cater to evolving market conditions and consumer needs. Service Fee Model Under the service fee model, we provide one or more of the following services in exchange for service fees: ● IT solutions, including consultations with brand partners, IT infrastructure setup and integration, and online store setup and design; 71 Table of Contents ● online store operation, including merchandising, site content management and store event management; ● digital marketing, including marketing campaign planning and media services, social marketing, creative contents and big data support; and/or ● customer service, including pre-sale and post-sale customer services. Our brand partners are deemed as our customers under the service fee model. We primarily generate services revenue under this model. Consignment Model Under the consignment model, in addition to the above services we may offer under the service fee model, we also provide warehousing and fulfillment services, whereby our brand partners stock their goods in our warehouses for their own future sales and we are responsible for managing storage and delivering goods to consumers. In contrast with the distribution model, however, we do not take title to the products, do not have any latitude in establishing prices and selecting merchandise, have no discretion in selecting suppliers and generally are not involved in determining product specifications. We may also facilitate our brand partners’ online sales of goods as an agent and charge our brand partners commission fees based on a pre-determined formula. Our brand partners are deemed as our customers under the consignment model. We primarily generate services revenue under this model. End-to-End Brand E-Commerce Capabilities Our integrated brand e-commerce capabilities enable us to provide end-to-end solutions that encompass every aspect of the e-commerce value chain, including IT infrastructure setup and integration, online store design and setup, online store operations, visual merchandising and marketing campaigns, customer services, warehousing and order fulfillment. We utilize our capabilities and tailor our solutions to fulfill the specific needs of each brand partner. For each brand partner, we first hold consultations to determine its e-commerce needs and development plans. Each brand partner may then elect to use our full e-commerce capabilities or select specific elements of our capabilities that best fit their needs. Over the course of the collaboration, many brand partners appreciate the value we bring to them and gradually expand their engagement with us to a broader set of solutions. ​ 72 Table of Contents The flowchart below illustrates our capabilities and the solutions we offer for each aspect of our brand e-commerce operations: ​ ​ IT Solutions With our expertise in technology infrastructure and systems, interactive page design and our deep understanding of Chinese consumers’ online shopping habits, we provide consultations to our brand partners, help our brand partners set up e-commerce sites that enhance their brands and cater specifically to local consumers. We provide proprietary e-commerce technology which can be customized to and integrated with our brand partners’ existing operational back-end systems in a convenient and cost-effective manner. Where necessary, we also help our brand partners set up or improve the suitability of their own IT infrastructure for e-commerce operations. We have made significant investments and intend to continue to invest in developing our proprietary technology platform to deliver solutions that aim to address comprehensive e-commerce needs across different sales channels for our brand partners. Our technology systems and applications facilitate our brand partners’ digital transformation throughout their e- commerce value chain: from storefront sales to backend fulfillment, from user acquisition to customer lifecycle management, from achieving operational efficiency to gaining industry insights. Our IT services enable our brand partners to quickly adapt to the local e-commerce market and effectively service online shoppers in China without the costs associated with establishing and maintaining local infrastructure and capabilities on their own. For more information about our technology infrastructure and capabilities, please see “ — Technology Infrastructure and Business Application Portfolio.” In addition to establishing the infrastructure for system integration, our designers help our brand partners design online stores that enhance their brand image and online presence. Our web developers also incorporate features and functions familiar to Chinese consumers to facilitate conversion of site visitors into paying consumers. Our Cloud-based System, a proprietary operations system on our cloud-based platform, enables efficient setup of official brand stores and official brand WeChat Mini Programs for our brand partners. It allows us to efficiently build up comprehensive functions necessary for an online store, such as real-time data exchange, digital marketing, order management, product recommendations, membership management, payment management, as well as O2O functions. Online Store Operations We believe efficient online store operations are crucial to our brand partners’ e-commerce business. We staff dedicated operations teams with relevant industry expertise and brand- specific knowledge for stores we operate and maintain proprietary technology infrastructure and systems for online store operations. Our operations teams closely monitor and are responsible for all activities and the daily upkeep of online stores. The functions of the operations teams and systems broadly fall into three categories: merchandising, site content management and store event management. 73 Table of Contents ● Merchandising: Each operations team has merchandising staff in charge of maintaining an appropriate level of inventory for online stores by procuring products to be sold on our brand partners’ online stores and forecasting quantities to purchase based on expected demand. Our operations teams also assist our brand partners in launching products, managing product listing, and processing sales orders in online stores. We manage sales orders through our proprietary OMS that integrates with our other technology platforms to ensure smooth online transactions. Our merchandising staff monitors store sales through periodic sales reports. ● Site Content Management: In addition to providing design services during the initial store setup, we also periodically update the content in stores we operate in order to maintain the appeal of the online stores. We have a design services team that helps ensure that brands’ online stores are artfully presented, and refreshed in keeping up-to-date with our brand partners’ latest advertising campaigns. Our design services team regularly works with our brand partners in producing the most updated digital content, including product photography, site banners and other promotional content. For more information about our design services team, see “ — Digital Marketing — Creative Contents.” ● Store Event Management: Our store event management system monitors and identifies events and activities on e-commerce marketplaces or other channels, and systematically manages application and registration procedures in batch processing, including event consolidation, goods identification and data unification, and visual content organization and upload, to improve efficiency and minimize errors. With this robust system, we were able to effectively manage the number of employees engaged in our store event management functions. Digital Marketing We believe digital marketing is key in boosting visitor traffic, increasing conversion and overall transaction volume at online stores. Our omni-channel brand e-commerce operation capabilities enable us to effectively leverage diverse data to conduct results-driven marketing planning and execution. We have developed multi-faceted digital marketing capabilities and are able to effectively design and execute marketing plans across various online platforms, including official marketplace stores, brand stores, as well as other major and emerging online media and channels. Our digital marketing service can also be provided independently from our brand e-commerce service and is available to our non-brand partners, which serves as an additional brand partner acquisition channel. Leveraging our experience in the ecommerce value chain, we have gained widespread recognition and acknowledgment of our expertise in digital marketing. In 2024, we won the Golden Wheat Award in our key industries of apparel and home appliances, a prestigious accolade in the e-commerce sector. We also secured the top prize at the M Awards, recognized as one of the most significant awards in the ecommerce industry. In 2025, we won 13 awards at advertising competitions and from two major e-commerce platforms in our key industries of sports and outdoor, fashion, home appliances and FMCG. We also secured the E-commerce Marketing Award at the Golden Wheat Awards, recognized as one of the most significant awards in the ecommerce industry. At the same time, we won the Media Effectiveness Integration Award at CAMA and the Marketing Efficiency Award at TMA. At the annual Alimama Future Business Awards, we partnered with brands to win awards in the Omnichannel Integrated Marketing and New Product Breakthrough categories, and our company was honored with the Alimama Annual Omnichannel Business Partner Award. On the JD.com platform, we won five awards at the JD.com Digital Intelligence Case Competition for our outstanding achievements in user growth, marketing efficiency, business growth, and innovative marketing for new products. As a solid partner to different platforms, we also received agency certifications from reputable marketplaces and platforms. Within the Alibaba ecosystem, we have continued to be awarded Alimama’s ‘Omni-Channel Six-Star Super Marketing Partner’ certification; we have also received the ‘Brand Management Super Marketing Partner’ in the brand management category, and secured ‘Superstar Marketing Partner’ certification in both the UD Performance and Taobao Performance categories , were honored as Alipay Ads’ “Innovation and Exploration Partner of the Year,” and are among the first co-creation service providers for AI agents, working together to empower brands with new growth opportunities. Being able to be recognized as the key marketing partner on various different marketing categories, we believe we will enhance our in-depth understanding of consumer behavior, increase effectiveness of our digital marketing service, as well as further strengthen our advantage in e-commerce operations. As an official media partner and data ISV partner within the JD.com ecosystem, we have successfully obtained a four-star advertising agency certification for the second half of the year and achieved high overall customer satisfaction in 2025. For Douyin, we became their certified ISV and were awarded as the Industry Pioneer. Finally, we are the only Tencent partner who received both excellency on eCommerce operation and technical ISV. 74 Table of Contents Our digital marketing capabilities include (i) Data intelligence；(ii) Performance marketing；(iii) Consumer Relationship Management；(iv) Integrated marketing；(v) Creative content ● Data Intelligence: We work with multiple platforms to provide insightful analysis that can help brands to perform better on e-commerce. In 2025, we developed multiple data models, including “The Competitive Product Benchmarking Model”, “The Consumer Value-added Model”, and “The Five Drivers For Hero Product Model”. We will continue to drive business innovation with data, building differentiated competitive advantages for our partners and empowering brands to maintain a steady lead in complex market environments. ● Performance Marketing: We offer multi-channel advertising services (Tmall, JD.com, Douyin, RED, Alipay, Vipshop) and have a team of over 300 media professionals. In 2025, our total media spend across multiple platforms reached nearly 3 billion yuan. Notably, through the “Red Cat Campaign” collaboration between Alimama and RED, we rapidly developed a Red Cat advertising methodology and actively expanded our client base, achieving a fifth-fold increase during Double 11 compared to 618. “Yunbian,” an intelligent advertising product independently developed by Baozun, has played a key role in streamlining labor and enhancing efficiency in media investment. Leveraging AI capabilities, we will comprehensively upgrade Yunbian across multiple domains including keyword expansion, smart bidding, and omnichannel optimization, transforming it into an AI-powered omnichannel media intelligence engine capable of adapting to algorithmic models across diverse industries and scenarios. ● Consumer Relationship Management: We model CLV(Customer lifetime value), the comparison of CAC(Customer acquisition/retention cost), collecting valuable consumer data throughout customer journey, to help understand customers intimately, to engage them with the right channels, and to tailor offers to their context & needs. Eventually, we help brand partners invest in customers who are lucrative for the company in the long run. We are fully participated in the product R&D with our brand partners. And developed PLV modeling to predict category trends, product lifetime value, and give operative recommendations throughout the entire product lifecycle from launch to off-shelf. We provide a one-stop CRM service from strategy to execution. Our CDP helps brands integrate member data from different platforms, form visual dashboards, and automatically generate intelligent analysis reports. We provide customized member mini program planning, design and development for brands. We tailor activities, content and mechanisms for brands that cover the entire consumer lifecycle across platforms. We leverage AI to implement personalized content with efficiency. ● Integrated Marketing: Guided by the goal of “integrating brand equity with performance,” we have built a closed-loop capability that combines “data insights, content creativity, and media placement.” We provide brands with omnichannel integrated marketing campaigns (including e-commerce platform campaigns on Tmall, JD.com, and Douyin, as well as social content IP marketing primarily on RED). Our core strength is our deep understanding of target audiences and their behavior supported by robust data insights. ● Creative Contents: We provide our brand partners with the infrastructure and expertise for producing digital content to be used in their online stores. We operate an in-house, professional photography studio in Shanghai to create digital product images for product features, promotions and advertising campaigns. Our production services range from pre-production work such as casting, art direction and styling to post-production editing and retouching. We also possess a team of creative, data, development and AI experts. We provide a premium mini-program interactive solution. We work with industry-leading luxury brands to excel their visual presentation and technological innovation. We have developed and utilized Yunzhuan, an AI-based automated content generator that identifies specifications of merchandise based on pictures of such merchandises using image recognition technology and automatically generates batches of promotional articles on such merchandises, which helps to reduce manual inputs and improve marketing efficiency. Yunzhuan can also do AI video editing that fits the fast-moving livestreaming environment to create product specific short video that can become social content to drive traffic. 75 Table of Contents Recognizing the transformative potential of digital commerce and the rising demand for engaging consumer experiences, Baozun invested significantly in developing high-quality live streaming content to enhance customer engagement and drive sales conversion. By leveraging the power of real-time interaction and authentic product demonstrations, we aimed to create a more immersive shopping experience that resonates with today’s tech-savvy consumers. To amplify its content-driven livestreaming strategy, we established strategic partnerships with prominent influencers and key opinion leaders across various platforms. These collaborations allowed the company to reach a broader audience, tap into diverse consumer segments, and build trust through authentic recommendations. Additionally, we enhanced its internal capabilities by training dedicated teams to produce compelling livestreaming content that aligns with brand values and appeals to target demographics. We provide live streaming services for brands on various platforms. Our services cover the planning and production of live and short video content. We have a large and stable KOL resource to help brands screen high-quality influencers. Through data analysis, we provide brands with merchandise strategies of live streaming. The mastery of the platform’s algorithm logic enables us to provide brands with refined live media placement services. Customer Service The Baozun customer service team has been deeply involved in the e-commerce customer service field for many years, accumulating rich experience and using cutting-edge technology to build a comprehensive and efficient e-commerce customer service solution. This solution precisely meets the diverse needs of users for segmented and personalized services. Baozun has a professional customer service team that provides 7*24 end-to-end shopping guidance and after-sales service. Additionally, Baozun is equipped with an industry-leading professional AI trainer team dedicated to enhancing the autonomous problem-solving capabilities of artificial intelligence. By integrating Robotic Process Automation (RPA) scenarios, Baozun significantly reduces the human resources required for handling repetitive customer inquiries and after-sales orders, thereby reallocating these resources to high-value emerging service scenarios such as VIP exclusive services, one-on-one video shopping guidance, live streaming customer service, product trial services, and celebrity fan engagement services. This helps brand clients establish deeper and closer connections with consumers in new traffic domains. To ensure the sustainable development of brand businesses, Baozun has strategically established industry-leading customer service centers in Shanghai, Nantong, Hefei, Wuhan, Rizhao, Anqing, Zhuhai, as well as Hong Kong and the Taiwan region of China. The customer service talent supply chain built over the years provides a solid foundation for delivering high-quality services, reducing costs and improving efficiency for brands. Baozun leads the way in introducing the authoritative customer service management standards Customer Operations Performance Center (COPC) and “Product, Price, Promotion, Place” (4PS) Strategy in the e-commerce customer service field, providing a guarantee for continuously optimizing customer service operations and delivering excellent multi-channel services. In 2025, Baozun received the “Ecosystem Excellence in Service Award” from a leading e-commerce platform and was named an “Official Service Partner for Intelligent Assistant,” reinforcing its leadership in AI-powered customer service. Leveraging years of accumulated experience, Baozun continuously integrates cutting-edge technology into customer service. Our proprietary platform S-ANY (launched in 2021) provides intelligent, visual, and real-time management. In 2025, Baozun advanced AI-driven initiatives: S-ANY added an AIGC-powered simulation training module, and the intelligent assistant S-WHIZ introduced image recognition and smart assistance features, reducing training time for seasonal staff. By the end of 2025 the deployed stores amount increased by 44% compare to 2024. These AI applications have improved labor efficiency, customer satisfaction and sales conversion rates. Baozun delivered stable customer service performance in 2025. Quarterly customer satisfaction averaged above 92%. The inquiry-to-purchase conversion rate increased by 0.8 percentage points year-over-year to 29.35%. Baozun Customer Service diversified its business scope, expanded into new service channels and introduced innovative service models. It also strengthened strategic partnerships with major e-commerce platforms and integrated its proprietary AI tool into additional platforms, establishing a replicable cross-platform framework. ​ 76 Table of Contents Warehousing and Fulfillment We offer warehousing and fulfillment services under the consignment model. We have established along the e-commerce value chain a robust logistics network and warehousing capacity to help ensure a smooth and positive shopping experience for consumers. Our WMS is customized to accommodate different needs in product specifications and can handle requirements specific to each of the eight product categories we serve. In addition to fulfilling brand partners’ e-commerce orders, we have launched additional value-added services to enrich our warehouse and logistics service offerings, such as anti-counterfeit code protection, tailor-made packaging, B2B offline store fulfillment, and O2O integrated inventory management. We adopt a flexible outsourcing logistics model with several third-party logistic partners supported by our robust and advanced WMS. We partner with leading nationwide and quality logistics service providers to ensure reliable and timely delivery to over 500 cities across China through their network. We are able to achieve next-day delivery in over 200 cities across China. The following flowchart illustrates our warehousing and fulfillment process: In 2021, we further expanded our logistics network through our acquisitions of BolTone , which has enlarged our premium warehouse capacities and extended our vertical coverage such as fast moving consumer goods category and beauty and cosmetics category. This acquisition has also brought us new logistics capabilities, like AEO certified customs declaration, line-haul transportation, cross-border bonded logistics and B2B business. As of December 31, 2025, we directly operated 30 warehouses with an aggregate gross floor area of approximately 850,000 square meters in nine cities, including Shanghai, Suzhou, Guangzhou, Langfang, Chengdu, Wuxi, Jiaxing, Jinan and Ezhou. Our directly-operated warehouses fulfilled approximately 68.9 million, 84.3 million and 86.1 million, outbound orders to consumers in 2023, 2024 and 2025, respectively. Our warehouses cater to different product categories. In addition, we also collaborate with four third-party warehousing service providers and store goods in warehouses operated by them as of December 31, 2025, to better utilize warehouse resources and better serve brand partners’ needs. Our proprietary WMS is continuously upgraded to fully support omnichannel inventory management in one single warehouse. Integrated with our proprietary WES, it enables efficient centralized control of automated equipment, improving operational efficiency and maximizing peak time capacity. Our self-developed Logistics Management Information System (LMIS) can connect with external systems to achieve end-to-end supply chain control, from warehouse data and last-mile delivery management to ERP integration and business settlement. In addition to traditional warehousing, sorting and distribution logistics services, we are continuously expanding our capabilities. These include in-warehouse automation equipment and robotic solutions, end-to-end visible and cost-competitive last-mile delivery management, door-to-door transportation for retail stores, various value-added services that enhance brand value (such as gift wrapping, personalized customization, repair and renewal, etc.), comprehensive anti-counterfeiting solutions integrated with reverse logistics, as well as cross-border bonded logistics and other services. 77 Table of Contents Brand Partners & Brand Partner Development and Services Brand Partners Our brand partners cover diverse product categories, including: apparel and accessories; appliances; electronics; home and furnishings; food and health products; beauty and cosmetics; fast moving consumer goods and mother and baby products; and automobiles. Some of our existing brand partners have had years of cooperation with us and we generated a significant portion of our net revenue through (i) the sale of products in the stores of these brands we operate under the distribution model and (ii) provision of our services to these brand partners primarily under the consignment model and service fee model. Our brand partners and/or their authorized distributors are deemed as our suppliers under the distribution model and our customers under the service fee model and consignment model. Our contracts with our brand partners are generally not on an exclusive basis and we generally do not have contractual rights to exclusively sell the products of our brand partners on any e-commerce channel under the distribution model. As a result, we may face competitions with other brand e-commerce service providers that our brand partners work with. See “Item 3. Key Information — D. Risk Factors — Risks Related to Our Business — We may not be able to compete successfully against current and future competitors.” Some of our contracts with existing brand partners were based on standard forms proposed by such brand partners that contain non-compete provisions prohibiting us from selling products of, or providing similar services to, competitors of such brand partners. As our business further expands, we may engage in business with multiple brand partners that may be in competition with each other. We have been transparent with our brand partners as to the other brand partners that we are cooperating with. Brand Partner Development and Services Brand Partner Screening and Acquisition We have implemented a strict and methodical brand selection process. Based on our screening guidelines, we carefully select prospective brand partners, choosing to work with those that conduct business in profitable or promising industries and product categories and with long-term potential. In addition, we screen potential brand partners based on criteria such as service fees, projected profitability, projected growth outlook and proposed duration of cooperation. We also conduct due diligence reviews on our prospective brand partners’ qualifications, including whether they hold the proper business operation licenses and safety, sanitary and quality certifications, and trademark registration certificates and license agreements in relation to the branded products. We strategically focus on brand partners in product categories that we believe will help optimize our revenue mix and improve our profitability. We intend to grow our business by adding new brand partners into our brand partner portfolio and cross sell our services. We seek to attract new brand partners by providing solutions that enable them to grow their e-commerce business more rapidly and cost-effectively than they could on their own. We have been able to use the capabilities we have developed for our existing brand partners to attract new brand partners. We also intend to attract customers with our interactive digital marketing services and technology services, and convert such customers into our brand partners. We periodically conduct reviews on our brand partners based on category mix, profitability, growth outlook and other criteria. We have dropped a minority of brand partners to optimize our brand partner portfolio from time to time. Brand Partner Services Team We typically assign each brand partner a dedicated brand partner service team to offer individually tailored services and solutions. All stores across a brand partner’s different channels share the same service team to ensure seamless services to our brand partners. Starting from 2020, we constantly reorganized the structure of our service team at the store level to consolidate certain functions so that we can consolidate and streamline our operations and expand our capacity to serve more brand partners. 78 Table of Contents Omni- Channels We currently provide brand e-commerce services under three business models on major marketplaces, such as Tmall, JD.com and Pinduoduo, and social media channels, such as WeChat Mini Programs and RED (Xiaohongshu), as well as emerging live streaming and short video platforms, such as Douyin and Kuaishou. For value-added services in warehouse and logistics management, IT and digital marketing, most brand partners engaged with us in omni-channel basis, to enhance productivity and efficiency for their omni-channel development. We also operate official brand stores and provide O2O solutions to our brand partners. Enabled by our advanced technological capabilities, we can seamlessly integrate the brand partners’ operations across various channels with unified product details and consumer profiles, strategic cross-channel marketing and synchronized inventory management, which provide the brand partners with a single view of their business across different channels and platforms. We leverage all of these platforms to deliver omni-channel solutions that combine the strengths of diverse platforms to achieve optimal branding effect and sales results responsive to the e-commerce objectives of each brand partner. Official Marketplace Stores We maintain close working relationships with the major online marketplaces in China, such as Tmall, JD.com and Pinduoduo. Our brand e-commerce solutions benefit third-party marketplaces by helping them attract new brand retailers. As such, marketplaces are often motivated to work closely with us to facilitate our ability to connect our brand partners to their systems. We enter into annual platform service agreements with online marketplaces to set up and maintain online stores on these channels. Pursuant to these agreements, we typically pay online marketplaces based on a pre-determined percentage of GMV for transactions settled that varies by product category, and typically ranges from 0.5% to 5.0%. We also pay annual upfront service fees to marketplaces, up to 100% of which may be refunded depending on our sales volume. We also pay upfront security deposits for potential disputes under these agreements. Official Brand Stores and Social Media Channels We also offer to work with our brand partners in setting up and operating their standalone official brand stores. Based on our experience, consumers expect a total brand immersion experience at an official brand store, which may involve a different presentation of a store compared to official marketplace stores that blend the brand’s image with the particular marketplace’s interface. We utilize our in-house design team in crafting online and mobile sites for official brand stores and mobile sites that deliver an impactful online presence for our brand partners. We work with our brand partners to enhance awareness of their brands on social media e-commerce channels. For example, we help our brand partners set up accounts and design their homepage on WeChat official store, and/or WeChat Mini-programs, help to regularly update their accounts with stories relating to their products, activities and brands, and sustain user engagement through community groups. We provide advertising services with Wechat Mini-programs, including ROI-driven advertisement landing, traffic operation and comprehensive and integrated marketing campaign. We also monitor comments on our brand partner’s accounts and work with our brand partners in responding to these comments. In addition, we help brand partners directly integrate their WeChat public accounts with their back-end systems across all marketplace platforms to enable flash sale or routine sale of branded products on social media platforms. Our brand partners increasingly merge their view of their official brand stores and WeChat Mini-Programs into a single private domain, and as such, we have consolidated our official brand stores and WeChat Mini-Programs into a single metric. As of December 31, 2023, 2024 and 2025, we operated 113, 124 and 122, official brand stores and Wechat Mini-program stores, respectively. Other Emerging Channels As live streaming and short-form videos have gained increasing popularity in China in recent years, we have expanded our e-commerce solutions to cover these emerging channels. For instance, we offer digital marketing solutions that help the brand partners promote their products and increase their sales on live streaming and short video platforms, such as Douyin and Kuaishou. 79 Table of Contents O2O/New Retail Solutions We help our brand partners devise and execute O2O and new retail strategies by integrating and utilizing their online/offline retail space and customer data to optimize sales opportunities and encourage a more connected consumer experience. Our omni-channel capabilities help our brand partners achieve optimal branding effect and sales results that are responsive to our brand partners’ e-commerce objectives. We also offer our omni-channel matrix of solutions to our brand partners to help them rapidly establish an online presence. Examples of our O2O capabilities include: ● allowing consumers to place purchase orders and make payments online, and pick up or return and exchange goods offline; ● aligning consumers’ online and offline loyalty programs; ● syncing online and offline QR codes; ● providing brand partners with an effective channel to interact with offline consumers and providing offline consumers with a convenient and reliable channel to online shopping via interactive screens in offline retail stores; ● devising and executing O2O strategies for traditional brands lacking IT and system integration capabilities but that have strong offline presence; ● connecting and integrating brand partners’ offline stores with their official brand stores, marketplaces stores and other brand hubs ; and ● utilizing CPS (cost-per-sale), a WeChat Mini Program-based tool, to help brand partners formulate key SKU promotion strategies, design promotional events and articles, track sales performance of the sales agents by tracing the products and sales events they share and calculate commissions accordingly. CPS provides the brands with a cost effective way to stimulate the digitization of the offline sales process and facilitates traffic conversion. Payment Service Providers Third-party marketplaces and our brand partners’ official brand stores provide consumers with the flexibility to choose from a number of payment options. These payment options include online payments with credit cards and debit cards issued by major banks in China, and payment through third-party online payment platforms, such as Alipay and WeChat Pay. In addition, official brand stores typically offer a “payment on delivery” payment option. Our logistics partners deliver products to consumers’ designated addresses and collect payment on site. In addition to accepting cash, delivery personnel carry mobile POS machines for processing debit cards and credit cards. Logistics Partners We deliver orders placed on stores operated by us in China through reputable third-party couriers with nationwide coverage, such as SF Express, STO Express, YTO Express, EMS and ZTO Express as well as other quality logistics service providers. We believe our large-scale operations and reputation enable us to obtain favorable contractual terms from third-party couriers. We typically negotiate and enter into annual logistics agreements with our logistics partners, under which we agree to pay delivery fees based on the amount and the weight of the goods to be delivered, as well as the destination of the delivery. Technology Infrastructure and Business Application Portfolio We have made significant investments in developing our proprietary technology platform. We will continue to invest in our platform to support IT commercialization and deliver solutions that address comprehensive e-commerce needs across different sales channels for our brand partners and to enhance efficiency and scalability. Our technology systems and applications facilitate brand partners’ digital transformation throughout the e-commerce value chain--from storefront sales to backend fulfillment; from consumer acquisition to customer lifecycle management; from achieving operational efficiency to gaining industry insights. We have copyrights to 292 software programs developed by us relating to various aspects of our operations as of March 31, 2026. 80 Table of Contents Our technologies span across all areas of digital commerce from business applications to data intelligence, and from technology platforms to enterprise integration. Business applications include Direct-to-Consumer touchpoints, Omni-channel business operations, and Big data business intelligence. Technical stacks encompass IaaS, PaaS, and SaaS layers. Business applications: Direct-to-Consumer touchpoints ● Transaction Service Application: DTC solution, Baozun’s private domain transaction platform, supports rich interactive marketing scenarios, adopts the SaaS tenant model, and enriches private domain services of multiple brands and multiple sites. DTC solution is seamlessly integrated with our e-commerce support systems such as order management system(OMS) and warehouse management system( WMS), to ensure synchronization across omni-channel solutions. In 2025, highlights of our DTC solutions included: B2B Capability Expansion: Extending from B2C to the B2B dealer system, to further develop an enterprise-level omnichannel transaction ecosystem. Global Layout Enhancement: Integrating overseas localized marketing resources, cross-border live streaming, intelligent recommendation engines, and other tools to systematically enable brand globalization. Intelligent Experience Breakthrough: Leveraging AI to reshape the full “search-push-purchase” value chain, achieving simultaneous operational efficiency improvement and user experience enhancement. Integrated Experience Convergence: Deepening the integration of O2O scenarios to construct a seamless closed-loop from user awareness to brand loyalty. Promotion Type Expansion (Diversified Promotion Types): Building an intelligent marketing middle platform that supports complex strategies across the entire value chain and all scenarios. ● Cloud-based System is a system established on our cloud infrastructure with a high level of safety and stability that enables efficient setup of official brand stores and official brand WeChat Mini Programs. It allows us to efficiently build up comprehensive functions for an online store, such as real-time data exchange, digital marketing, order management, product recommendations, membership management, payment management, as well as O2O functions. DTC solution contains various prototypes to ensure greater efficiency in setting up online stores, while also supporting comprehensive customization to best fulfill brand partners’ specific needs. Such a system helps us improve our operating efficiency, reduces store maintenance costs, and improves our ability to serve more brand partners. At the same time, front-end components are abstracted and updated to better serve brand partners’ private domain business. ● Customer Service Application: Shopcat, our Customer Relationship Management (CRM) system, or Shopcat, leverages Baozun’s big data platform to manage consumer data assets and assist in operational decisions. Supported by business oriented product design based on our big data platform, Shopcat assists operational decisions. Shopcat also integrates online and offline membership programs to facilitate our O2O initiatives. Collectively, Shopcat and business intelligence systems enable us to effectively gather, analyze and make use of internally generated customer behavior and proprietary transaction data to generate actionable insights for our brand partners. ● The O2O solution has been upgraded to the OMO (Online-Merge-Offline) solution. The core product, X-POS, enables retail brands to define a new-generation paradigm for intelligent store operations, with specific dimensions as follows: Transformation of Stores into Operation Hubs: By reconstructing transaction links through mobile, integrated, and intelligent product capabilities, a dual leap in user experience and operational efficiency is achieved. Granular Inventory Management: Through six scenario-based inventory allocations and full-dimensional precise control, inventory is driven to evolve from static costs to dynamically dispatchable assets. Coverage of Instant Fulfillment Networks: Seamless integration into the instant retail ecosystem, with the establishment of a “platform docking + flexible delivery” service system to support the evolution of an integrated service hub covering home delivery, in-store service, and warehouse-oriented services. 81 Table of Contents Deepening of Industry Scenarios: The solution is extended from sectors such as 3C and footwear/apparel to emerging experiential consumption scenarios (e.g., trendy toys), realizing large-scale coverage across multiple business formats. Business applications: omni-channel business operations ● Construction and integration of omni-channel user-interfaces facilitate brand partners to stay engaged with consumers wherever they are. Our solutions cover brand partners’ official brand stores and major online marketplaces in China, such as Tmall, JD.com and Pinduoduo, and social media channels, such as WeChat Mini Programs and RED (Xiaohongshu), as well as emerging live streaming and short video platforms, such as Douyin and Kuaishou, and offline stores. ● Merchandise Service Application: PXM system provides a one-stop digital asset management platform for brands, helping the brands quickly expand their businesses through all channels, and ensuring the consistency of product experience through all channels. In 2025, the PXM product introduced an AI-powered product recognition feature. Leveraging brand flat-lay images, this functionality automatically identifies product attributes, categories, and hangtag information, while aligning with the category requirements of diverse platforms to enable automated product information processing. This not only reduces errors associated with manual maintenance but also lowers the time cost of information management. Concurrently, the image processing engine was upgraded, and a cyclic listing function was launched, accompanied by support for multiple new listing modes, thereby enhancing the standardization and efficiency of product data processing. ● Fulfillment Service Application: Order Management System (OMS) controls the processing of sales orders by online stores, including order data fetching and transfer, and fulfillment. This core system connects both internal and external warehousing systems and is capable of tracking order statuses. It also manages all post-sales services such as order canceling, product returns and payment refunds. OMS currently supports all channels including marketplaces and official brand stores. OMS has been upgraded to ROP in order to comprehensively support both online and offline business operations. In 2025, the capability upgrade of the ROP will include: full-channel coverage both online and offline (quick access to new platforms such as Taobao Factory, Shanshan Outlets, Douyin International, etc., and flexible adaptation to JD VMI multi-warehouse shipping and brand direct return mode), strengthening channel adaptation capabilities, order fulfillment, full coverage of retail business capabilities, data intelligence services (intelligent inventory distribution, intelligent routing...), supply chain planning collaboration capabilities, and exploration of automated process engines. It will also deepen the capabilities in the instant retail scenario, taking the lead in laying out instant retail platforms such as Taobao Flash Sale and JD Second Delivery, to meet the instant consumption experience and achieve the second growth curve. ● Warehouse Management System (WMS) assists us and our brand partners in inventory management, cross-docking, pick-and-pack, packaging, labeling and sorting functions to efficiently manage warehouse workflow and enhance labor productivity. Our WMS covers brand partners’ logistics needs in both B2C and B2B businesses. Business applications: Big data business intelligence ● BI Applications: Baozun Business Intelligence (BBI) is a renowned data product suite developed by Baozun, encompassing three distinct solutions. In 2025, the core upgrade priorities of BBI focused on the following dimensions: All-Channel & Multi-Scenario Business Enhancement: By leveraging the BBI product infrastructure, a one-stop data platform will be constructed to deliver end-to-end product capabilities spanning infrastructure, data, and applications. This platform will provide comprehensive support for diverse business formats (e.g., traditional e-commerce, live-streaming e-commerce, instant retail) and enable integrated analysis and application of multi-dimensional thematic data, including merchandise, marketing, sales, after-sales, competition, and industry dynamics. Data Infrastructure Upgrade & Flexible Expansion Implementation: Full migration of data warehouses and applications to cloud environments will be completed, with the establishment of a highly adaptive multi-cloud service architecture. This initiative aims to achieve cost reduction and efficiency improvement, while comprehensively enhancing the underlying performance and service elasticity of the infrastructure. 82 Table of Contents Data Value Mining & Scenario-Based Capability Breakthroughs: Historical data value will be deeply excavated, with algorithms employed to accurately model industry sales and refund trends. Building on existing data collection resources, scenario-specific services will be implemented, such as real-time tracking of store/product data, real-time live-streaming dotting monitoring, and influencer search functionality. Full Empowerment of Business via Data X AI Capabilities: Integrating the core capabilities of the A large language model, multi-scenario intelligent agents will be developed to drive the evolution of data capabilities from basic querying to in-depth insights—covering intelligent data query, analytical reasoning, and deep attribution. This upgrade will continuously empower the growth of brand businesses. ● Artificial Intelligence Application: Baozun AI application brings continuous growth to the brand through data drive. In 2024, Baozun’s AIGC Chat application has integrated with four advanced models: GPT-4, Tongyi Qianwen, Doubao, and DeepSeek, offering mobile support for voice input. We have launched several AIGC products including the Chat application (BaozunGPT), AI image generation tool (BaozunART), AI short video creation tool (BaozunVIDEO), and customer service assistant (S-Whiz). These applications are specifically designed to meet business needs by implementing large-scale AI models in areas such as marketing, design, operations, customer service, and product management, thereby providing comprehensive solutions and achieving a closed-loop business process. In 2025, we established and launched an AI capability portal, providing a stable and reliable platform for the invocation and management of AI capabilities to support internal products and services. Technology infrastructure ● BaaS (Business applications as a service) includes transaction, commodity, promotion, inventory, payment, order, price, membership and other modules content. ● DaaS (Data applications as a service) collects and organizes data relating to product information, transaction information, consumers’ geographic location and purchase history throughout all stages of business transactions. ● PaaS (Platform applications as a service) comprises Technology Platform and Data Exchange Platform. Technology Platform includes tenant management, development and operation of basic services, technical monitoring and alarm, secondary development and operation of open- source middleware, etc. Data Exchange Platform manages all data integration requirements from external parties. It supports flexible synchronization of information with any system and also acts as a buffer to help avoid overloading our core systems, such as OMS and WMS. ● Baozun Hybrid Cloud is a hybrid cloud infrastructure, upon which our proprietary technology is built. It offers secure and elastic computing power, storage, and network infrastructure, supporting our brand partners’ business around the clock. It can be readily expanded internally or through public clouds (such as AliCloud, AWS cloud) to accommodate business and customer needs. Baozun Hybrid Cloud and its underlying data centers achieve multiple levels of system and network redundancies and resiliencies, and enhance our storing and computing capabilities with added flexibility to improve efficiency and reliability. 83 Table of Contents IT Commercialization It is worth highlighting that in 2022, Baozun officially launched a new technology business brand named Baozun Omini-Channel Digital Operating Platform (“BOCDOP”), aimed at supporting the digital transformation of the retail industry. ​ In order to help brands better address the complicated and diverse scenarios of new retail business and to streamline the entire e-commerce operation process, BOCDOP introduced three key tools that comprise an end-to-end digital business solution for brands: 1. A Direct-to-Consumer comprehensive solution centered on consumers; 2. An omni-channel operation solution that focuses on rapid expansion of channel business and improving operational efficiency; 3. A big-data intelligent application that focuses on big data modeling algorithms and frontier scientific technology innovation. ​ ​ In 2025, BOCDOP, with omni-channel as its foundational framework and artificial intelligence (AI) as an enabling driver, achieved a full-scale breakthrough in the instant retail new track, co-writing a new chapter of digital and intelligent transformation with over 490 global brands. This year, our efforts extended beyond system construction to focus on accumulating replicable intelligent growth models. We have fully implemented AI applications across all product lines, establishing AI for Retail, focusing on Omni-channel scenarios and data intelligence applications, empowering Baozun to transform from an operational tool into a business machine. In terms of Retail Operation, we explored the next-generation fully automated product agent model, develop product master data agents, and quickly generate standardized product master data according to platform requirements. For DTC, we studied the next-generation consumer experience, implement Butler-style shopping, and establish a new user journey for brand private domains. We enhanced experiences through AI sales assistants and smart stores. We built data agent capabilities and conversational BI to convert complex database queries into simple daily conversations, truly achieving intelligent data insights. In 2025, we achieved significant progress in the commercialization of IT solutions, with continued efforts to secure and expand projects among key accounts (KA customers). Our current customer base, including BOCDOP’s clients, covers leading brands across multiple industries such as luxury goods and luggage, fast-moving consumer goods (FMCG), consumer electronics, fashion apparel, and sports goods. Additionally, our information technology products have gained widespread industry recognition. Specifically, Baozun was recognized as the only technology service provider in China to receive a mention in Gartner’s 2025 Magic Quadrant™ for Digital Commerce. Furthermore, the PIM product was first included in Gartner’s 2025 Hype Cycle for Digital Commerce and was recommended as the sole Asia-Pacific supplier for two consecutive years (2024–2025) in Gartner’s Market Guide for Distributed Order Management Systems. These accolades further validate Baozun’s leadership in the global brand e-commerce and technology services sector. 84 Table of Contents Brand Management Brand Management Business Model Baozun Brand Management engages in holistic brand management and serves as an all-rounded partner for global brands to further unlock their business potential in China, through strategy and tactic positioning, branding and marketing, retail and e-commerce operations, supply chain and logistics, and technology empowerment. We aim to leverage our portfolio of technologies to establish longer and deeper relationships with brands. Baozun Brand Management primarily focus on designing, developing, manufacturing, and marketing apparel and accessories under our brand portfolio. Our business is centered around creating high-quality products that cater to diverse consumer needs across various apparel and accessories categories primarily covering men, women, kids & baby. We generate revenue from the sale of our products through both direct-to-consumer and wholesale channels. Baozun Brand Management places a strong emphasis on innovation and market insights, aligning with global trends in the apparel industry while maintaining a localized approach to meet Chinese consumers’ unique preferences. Through this integrated model, we ensure efficient supply chain management and maintain strong relationships with our partners to deliver superior products and services. Our technologies and insights enable us to forge a sustainable, symbiotic relationship between physical retail and online commerce. We aim to deliver the best-in-class, seamless omni-channel experience by integrating the digital and the physical at scale, and to excel where few have done so in retail. We are evolving into a leading brand management company of iconic brands through a combination of transformative acquisitions and the consistent growth of our brands in China across all channels. In November 2022, we entered into a share purchase agreement with The Gap, Inc. and Gap (UK Holdings) Limited. Gap Inc., a collection of purpose-led lifestyle brands, is the largest American specialty apparel company offering clothing, accessories, and personal care products for men, women, and children under the Gap, Old Navy, Banana Republic, and Athleta brands. Concurrently, BBM and The Gap, Inc. established a series of business arrangements, through which The Gap, Inc. grants us the right to manufacture, market, distribute, and sell Gap products in Greater China with local creation capabilities on an exclusive basis. On January 31, 2023, we closed the transaction with Gap Inc. and Gap (UK Holdings) Limited. In 2023, Baozun Brand Management Limited and ABG Hunter LLC, a subsidiary of Authentic Brands Group (“Authentic”), entered into a share purchase agreement (“JV SPA”), for BBM’s acquisition of 51% equity interest in a special purpose vehicle established by ABG Hunter LLC, which holds the relevant intellectual property of Hunter brands in Greater China and Southeast Asia (“Hunter IP Holdco”). As of March 31, 2026, affiliates of Baozun have entered into two license agreements with this JV through which this JV granted Baozun’s affiliates the right to manufacture, market, distribute and sell Hunter brand products in (i) Greater China and (ii) Singapore, Malaysia, Cambodia, the Philippines, Thailand and Vietnam respectively on an exclusive basis. In 2025, BBM total net revenues increased by 25% year-over-year to RMB1,845 million and adjusted operating loss improved 45% year-over-year to RMB93 million. Technology Empowerment Our technologies and insights enable us to forge a sustainable, symbiotic relationship between physical retail and online commerce. We aim to deliver the best-in-class, seamless omni-channel experience by integrating the digital and the physical at scale, and to excel where few have done so in retail. We upgraded the back-end IT system for Gap Shanghai and introduced a new omni-channel operating platform, namely Retail Operating Platform (ROP). The ROP’s new architecture, featuring a centralized hub instead of a traditional ERP, achieves more real-time management and utilizes one pool of inventory to increase sales efficiency and inventory turnover across channels. 85 Table of Contents Product Management We design, develop, market, and sell a wide range of apparel, footwear and accessories products reflecting a mix of basics and fashion items based on widely accepted fashion trends, striving to bring product to market quickly and provide unrivaled value to customers. China-for-China product is our core priority. It is critical for us to interpret the DNA of brands under our brand management portfolio in a way that is relevant for China. We are committed to pursuing technology and product innovation that supports our sustainability efforts while also delivering great quality products to our customers. Our product teams research, test, and iterate each season to deliver the latest styles in fabrics and silhouettes that are made to last while remaining conscious of the types of materials being sourced and the suppliers they work with. We leverage feedback and purchasing data from our customer database, along with market trend insights, to guide our product and merchandising decision-making. Integrated Marketing and Advertising We use a variety of integrated marketing and advertising mediums to drive brand health, customer acquisition, and engagement. We leverage our growing customer database and respond to shopping behaviors and needs with personalized content across email, site, and digital media to drive relevance and urgency. Our diversified media mix spans traditional to digital to social media. We focus on productivity of demand generation investments to drive increased effectiveness. Supply Chain Management Effective supply chain management plays an important role in achieving sustainable growth. As such, we pay attention to product innovation, quality control, and the responsiveness and cost-effectiveness of our supply chain. We strive to enhance our supply chain capabilities to meet consumer demands. We will continue to develop strategies that can enhance the operational efficiency of our supply chain and unlock gross margin opportunities. We believe improving our supply chain efficiencies and working capital management through the effective use of our overall infrastructure will allow us to control costs better and provide superior service to our customers. Intellectual Property We use our brand partners’ names, URLs, logos and other marks in connection with the operation and promotion of their e-commerce business. Our agreements with our brand partners generally provide us with licenses to use their intellectual property in connection with the operation of their e-commerce business. These licenses are typically coterminous with the respective agreements. We also rely on technologies that we license from third parties, such as Microsoft, Adobe and certain management information systems. These licenses may not continue to be available to us on commercially reasonable terms in the future or at all. As a result, we may be required to obtain substitute technologies. See “Item 3. Key Information - D. Risk Factors - Risks Related to Our Business - The proper functioning of our technology platform is essential to our business. Any failure to maintain the satisfactory performance of our platform could materially and adversely affect our business and reputation.” We regard our trademarks, patents, software copyrights, service marks, domain names, trade secrets, proprietary technologies and similar intellectual property as critical to our success. To protect our proprietary rights in services and technology, we rely on trademark, copyright and trade secret protection laws in the PRC. As of March 31, 2026, we owned 192 registered trademarks, 10 patents, copyrights to 292 software programs developed by us relating to various aspects of our operations, and 97 registered domain names. 86 Table of Contents In addition, we rely on contractual restrictions, such as confidentiality and non-disclosure agreements with our brand partners and employees. Data Privacy and Cybersecurity Data privacy protection and cyber security are top priorities for us. We have developed strong cybersecurity technology and practices that safeguard our systems and data and have established a dedicated team to supervise our data protection and data security, ensure compliance with applicable laws and regulations and ensure that we are meeting the expectations of consumers and our brand partners. Through our privacy policy, consumers and our brand partners can learn how their data is used and provide consent for data collection when necessary. Our multi-layer security infrastructure provides comprehensive data security infrastructure for continuous monitoring and system protection throughout all platforms. We initially received our ISO27001 certifications in December 2015, which are still valid currently. We received our GB/T 19001-2016/ISO 9001:2015 certifications in October 2023 with a valid term of three years. We also received certification of Level 3 of Classified Protection of Cybersecurity for Baozun E-commerce Transaction System in April 2019, Baozun E-commerce Operation Service System in September 2021 and Baozun E-commerce Omni-Channel Business Systems in March 2025, each of which is currently valid We responded quickly to the Personal Information Protection Law which took effect on November 1, 2021, and completed the system transformation in 2021, including core system data desensitization, data encryption, batch export control, and implement personal information protection, data security protection, and key infrastructure protection from the management and technology aspects. In 2022, we have successfully passed the ISO27701 certification for Privacy Information Management System, which is another international security authority certification that Baozun E-commerce has obtained after obtaining the ISO27001 certification for Information Security Management System in 2015. ISO27701 is the extension standard of ISO27001 in management, and it is considered one of the most authoritative privacy protection standards globally. In 2025, we received Information Security Risk Assessment Service Qualification Certificate. This highlights Baozun E-commerce’s commitment to international standards in the fields of information security and privacy protection, providing secure and reliable information technology services to enterprise users, partners, and employees. As a leader and pioneer in the brand e-commerce industry, Baozun E-commerce continually insists on assuming corporate compliance responsibilities, including actively responding to legal and regulatory requirements, establishing a data security committee, planning a security technology system, and promoting the implementation of various works related to information security and privacy protection through measures such as system design, process management, compliance audit, and system construction. Customers and Suppliers Our brand partners and/or their authorized distributors are deemed as our suppliers under the distribution model in E-commerce segment and our customers under the service fee model and consignment model. Customers Our top five customers and their affiliates accounted for 22.3%, 35.1% and 19.4%, of our total net revenues for the years ended December 31, 2023, 2024 and 2025, respectively. These customers are brand partners under the consignment model or service fee model. Our largest customer and its affiliates accounted for 14.0%, 18.5% and 9.1%, of our total net revenues for the same periods, respectively. For concentration risk related to our brand partners, please see “Item 3. Key Information - D. Risk Factors - Risks Related to Our Business - If we are unable to retain our existing brand partners, our results of operations could be materially and adversely affected.” Our contracts with brand partners under the consignment model and service fee model typically have a term of 12 to 36 months, which can be renewed at the option of our brand partners. The contracts set forth the scope of services that we provide to the brand partners as well as pricing terms. We typically charge fixed fees and/or variable fees primarily based on GMV or other variable factors such as number of orders fulfilled. 87 Table of Contents Suppliers Our top five suppliers and their affiliates accounted for 59.8%, 59.0% and 47.0%, of our purchases for the years ended December 31, 2023, 2024 and 2025, respectively. Our largest supplier and its affiliates accounted for 33.2%, 27.3% and 20.4%, of our purchases for the same periods, respectively. These suppliers are our brand partners and/or their authorized distributors under the distribution model. We select and purchase goods from such brand partners and/or their authorized distributors and sell goods directly to consumers through official brand stores or official marketplace stores operated by us on behalf of them. We do not deem any of such suppliers as material. Inventory Management We adopt different strategies to manage our inventory in order to deal with non-seasonal and seasonal demands. We make forecast of the necessary inventory level based on historical sales data and carefully formulate our procurement plans. For promotional events such as the Singles Day promotion, we pre-order sufficient level of inventory to meet surging demand. We track our inventory from the point we receive the inventory to the point when an order is fulfilled through our OMS and WMS. Once an order is shipped, our systems automatically update the inventory level for the relevant products to ensure that additional inventory will be ordered as needed. In order to maintain accurate inventory records, we conduct monthly inventory counts and address any problems immediately. We also conduct full inventory counts at year-end and assess the effectiveness of our historical inventory levels on a regular basis. In addition, we actively track the sales data on a real-time basis and make timely adjustments to our procurement plan in order to minimize the chance of excess unsold inventory. As a result, our obsolete inventory has not been significant. Insurance We maintain various insurance policies to safeguard against risks and unexpected events. We have purchased property insurance covering our inventory inside our self-operated warehouses and fixed assets such as equipment, furniture and office facilities. We also provide social security insurance including pension insurance, unemployment insurance, work-related injury insurance and medical insurance for our employees. In addition, we provide supplementary commercial insurances, including but not limited to health insurances, transportation insurances, and accidental injury insurance to some of our employees and interns. In addition, we provide freight transportation insurance, professional liability insurance and commercial comprehensive liability insurance to insure our business operation and product liability suffered by some of our subsidiaries. We maintain directors’ and officers’ liability insurance for our directors and officers. Except for a cyber information security insurance policy we have purchased that may cover income losses or other related losses suffered by certain of our subsidiaries due to service interruption caused by any cyber security or privacy events in limited scope, we do not maintain business interruption insurance, nor do we maintain key-man life insurance. We consider that the coverage from the insurance policies we maintain is adequate for our present operations and is in line with the industry norm. See “Item 3. Key Information - D. Risk Factors - Risks Related to Our Business - We may not have sufficient insurance coverage to fully cover our business risks, which could expose us to significant costs and business disruption.” Competition We face competition from other brand e-commerce solutions providers and digital commerce enablers in China. We differentiate ourselves from our competitors in our omni-channel end-to-end solutions along the e-commerce value chain that cover diverse product categories. In contrast, our competitors typically fall into one of the following three categories: (i) provide a narrow scope of e-commerce services and address limited aspects of brands’ e-commerce strategies; (ii) provide a narrow scope of e-commerce services on multiple e-commerce channels but lack the ability to provide services for multiple product categories; or (iii) provide basic end-to-end e-commerce services (including basic online store operations, customer services, IT services, marketing services and warehousing and fulfillment services) but lack the ability to help brands develop and execute e-commerce strategies across omni-channels or provide multi-category services. Brands that seek collaboration with our competitors may end up having to work with multiple service providers with different technology infrastructure, information system and operational requirements, while their e-commerce related needs can be served by our omni-channel end-to-end solutions in a seamless and efficient manner. 88 Table of Contents Environmental Social and Governance We are committed to delivering responsible and transparent solutions that support sustainable development and create long-term value for all stakeholders. Sustainability is deeply embedded in our operations, delivering tangible benefits to the communities we serve. In our 2025 Sustainability Report, Baozun reaffirms our long-term commitment to environmental, social, and governance (ESG) principles. Guided by the vision of “Technology Empowers the Future Success”, we continue to strengthen ESG management and contribute to global sustainability goals through innovation and the creation of shared value. Governance Baozun is a leading brand e-commerce solutions provider and digital commerce enabler in China. We believe that strong corporate governance and robust ESG performance are essential to sustainable growth. We have established a sustainability committee to enhance ESG management. ESG Governance: We embed ESG concepts into our culture and daily operations through a robust, top-down ESG governance structure that ensures our strategy and commitments are fully embedded across the business. Our Board of Directors bears ultimate responsibility for ESG oversight and performance. The Sustainability Committee is responsible for recommending ESG strategies, identifying material risks and opportunities, and reviewing all related policies to ensure alignment with company’s strategic objectives. Guided by this framework, our Sustainable Development Task Force comprising representatives from cross-functional departments supports the design and implementation of ESG initiatives, strengthens risk management, and enhances internal controls. We regularly convene Sustainability Committee meetings, at which members collectively explore the latest ESG policy developments. These discussions aim to deepen our understanding of global sustainability standards and provide a valuable reference framework for integrating these standards into our strategic decision-making. Board Independence and Diversity: We recognize the long-term governance benefits of board independence and diversity for a business. As of December 31, 2025, the Board of Directors comprises 7 members, including 1 female director and 3 independent directors. The current board members bring professional capabilities and industry experience across supply chain management, IT, finance, and business administration, and other relevant fields. Risk Management: We have established a comprehensive and professional risk management framework. The Board of Directors, as the highest authority for risk oversight, conducts annual reviews of the effectiveness of our financial, operational, and compliance risk management systems. To ensure effective implementation, we have adopted a “three lines of defense” model comprising operational management, an internal control team led by senior management, and the Audit Committee. The internal audit team, reporting directly to the Audit Committee, is responsible for conducting independent risk assessments, identifying potential risks, evaluating the effectiveness of controls, and following up on corrective actions. We formulate an annual audit plan and target a complete audit cycle across all business lines over a three-year period. After each audit project, we review the issues identified and the proposed corrective actions, monitoring progress through periodic meetings. In 2025, we completed 7 audit projects, identified 36 risk issues, and achieved a 65% resolution rate. Additionally, we enhanced company-wide risk awareness through compliance training sessions on data privacy and intellectual property. Business Ethics: We maintain a zero-tolerance policy towards violations of applicable laws, regulations, or unethical behavior in our business activities and are committed to continuously strengthening our business ethics and integrity framework. We maintain policies covering trade secret protection, anti-money laundering, anti-corruption, and anti-bribery, and have established robust supplier management mechanisms to promote ethical conduct across all operations. In 2025, there were no incidents of competitive misconduct or corruption. We cultivate a workplace culture grounded in integrity, reinforcing ethical awareness among our employees through ongoing integrity training, legal education, and targeted awareness initiatives. In 2025, we provided comprehensive integrity training to our directors, senior executives, and full-time employees. We have also strengthened our supplier management processes by requiring confidentiality agreements and enforcing strict anti-corruption policies. We encourage all employees to actively participate in integrity oversight, empowering them to uphold ethical standards throughout the company. To promote transparency and accountability, we have established multiple accessible whistleblowing and reporting channels across our operations. 89 Table of Contents Information Security and Privacy Protection: We have established an Information Security Management Committee as the highest decision-making body, with overall responsibility for our information security and privacy protection strategies and practices, reporting directly to our Board of Directors. We benchmark our information security practices against leading domestic and international standards, building a robust information and data security framework across four dimensions: governance structure and policy systems, key safeguard measures and controls, emergency response mechanisms, and employees’ awareness and training. In 2025, we maintained valid certifications for the ISO 27001 Information Security Management System, ISO 27701 Privacy Information Management System, and the Level 3 Cybersecurity Level Protection Assessment. We conducted 57 penetration tests and several emergency response drill. In 2025, there were no reported incidents of information security breaches or data leaks. Environmental Guided by a commitment to green development and low-carbon operations, we are committed to minimizing the environmental impact of our activities. We are dedicated to raising public awareness of environmental issues, encouraging eco-consciousness among our business partners, and promoting sustainable consumption. Responding to Climate Change: We recognize that climate-related risks and opportunities can affect our business operations, and we actively enhance our operational resilience to minimize our impact. In 2025, guided by the International Financial Reporting Standards (IFRS) S2 - Climate-related Disclosures, we assessed climate-related risks and opportunities through policy analysis, internal discussions, and expert input. Based on the assessment, we also conducted a comprehensive evaluation of carbon footprint and environmental impact across the entire product lifecycle, encompassing upstream and downstream logistics, corporate operations, and end-of-life product disposal. We have set a target to reduce greenhouse gas (GHG) emissions (Scope 1, 2 and 3) by 50% by 2030, with 2021 as the baseline year, and to achieve GHG neutrality (Scope 1, 2 and 3) by 2050. In 2025, our Scope 1 and Scope 2 GHG emissions decreased by 26.96% compared to 2021. At the same time, we have consistently advocated for and promoted sustainable work practices and lifestyle choices among our employees and consumers. Moreover, in 2025, Baozun received a B rating (Management Level) in the CDP Climate Change Questionnaire, underscoring our strong commitment and ongoing efforts to drive sustainable development. Green Operation: We are committed to advancing sustainable practices across our operations, including “green workplace”, “green warehousing”, “green logistics”, “green packaging” and “green cooperation”. As part of our energy conservation initiatives, we have installed photovoltaic carports at our headquarters office area, generating 58.91 MWh of electricity annually, and have implemented a variable refrigerant volume (VRV) air conditioning system to optimize energy efficiency. In our warehouse operations, we have improved efficiency by upgrading lighting systems and optimizing equipment, advancing our a low-carbon automated warehousing capability. Additionally, we deployed green energy across four logistics parks, installing 46,000 square meters of photovoltaic systems that generate approximately 10,500 MWh annually. In 2025, we introduced a real-time carbon emission dashboard to analyze emissions and implement effective reduction measures. We also achieved carbon neutrality certification for two logistics parks. Through big data, we optimized logistics routes, reducing fuel consumption by approximately 257 tonnes. We transitioned from air to land transportation, increased the use of new energy vehicles, and reduced the carbon footprint of our transportation network. We continue to innovate in the management of green packaging materials and explore eco-friendly solutions. In 2025, we used 2,244.47 tonnes of recycled packaging materials. We also collaborated with brand partners on the “Reviving Old Shoes” initiative, collecting over 120 pairs of used shoes for repurposing into eco-friendly sports surfaces. Social We are committed to advancing industry development through technology and innovation, providing high-quality services and solutions to our brand partners, and creating shared value for our employees, communities and society at large. In 2025, we received more than 30 industry and corporate level awards and honors. 90 Table of Contents Innovation: We continue to make significant investments in research and development, strengthening our technology infrastructure and proprietary systems. In response to the evolving e-commerce landscape, we remain committed to building omnichannel digital operations as a core innovation-driven objective. Leveraging forward-looking technological advancements, we consistently deliver industry-leading solutions that create new growth opportunities for our brand partners. In 2025, we were recognized as the only technology service provider in China to receive a mention in Gartner’s 2025 Magic Quadrant™ for Digital Commerce. Furthermore, our PIM product was first included in Gartner’s 2025 Hype Cycle for Digital Commerce and was recommended as the sole Asia-Pacific supplier for two consecutive years (2024–2025) in Gartner’s Market Guide for Distributed Order Management Systems. These accolades further validate Baozun’s leadership in the global brand e-commerce and technology services sector. We have also persistently advanced the optimization and enhancement of our technology business brand, BOCDOP, with the aim of delivering real value to both brand partners and consumers. Customer Satisfaction: We provide customer service operations for our brand partners and establish dedicated customer service teams tailored to each partner’s needs. We continuously improve our services to deliver better experiences to all consumers. Baozun leads the way in introducing the authoritative customer service management standards Customer Operations Performance Center (COPC) and “Product, Price, Promotion, Place” (4PS) Strategy in the e-commerce customer service field, providing a guarantee for continuously optimizing customer service operations and delivering excellent multi-channel services. In 2025, Baozun received the “Ecosystem Excellence in Service Award” from a leading e-commerce platform and was named an “Official Service Partner for Intelligent Assistant,” reinforcing its leadership in AI-powered customer service. Leveraging years of accumulated experience, Baozun continuously integrates cutting-edge technology into customer service. Our proprietary platform S-ANY (launched in 2021) provides intelligent, visual, and real-time management. In 2025, Baozun advanced AI-driven initiatives: S-ANY added an AIGC-powered simulation training module, and the intelligent assistant S-WHIZ introduced image recognition and smart assistance features, reducing training time for seasonal staff. By the end of 2025 the deployed stores amount increased by 44% compared to 2024. These AI applications have improved labor efficiency, customer satisfaction and sales conversion rate. Employee Rights and Benefits: We are committed to providing our employees with comprehensive benefits, an inclusive and diverse work environment, and broad opportunities for career development and leadership training. In 2025, we established regulations on management ethics and workplace harassment prevention, and integrated policies related to recruitment, promotion, and performance management into our human resources framework. We maintain a vibrant and engaging workplace culture, organizing a variety of activities, including sports events, cultural programs, innovation contests, and themed employee engagement initiatives to promote work-life balance and enrich the employee’s experience. We also apply a structured approach to talent management, with a focus on talent assessment, capability development, and career progression. In 2025, we conducted a comprehensive talent inventory covering 3,865 employees, representing a 5.54% increase from the previous year. We upgraded the Baozun Capacity Development Center with integrated online and offline training resources and refined our promotion mechanisms and competency models to support long-term succession planning. Throughout 2025, a total of 54,750.50 training hours were completed, averaging 8.10 hours per employee. Diversity and Inclusion: We advocate for a diverse workforce and uphold the rights of minority groups, vulnerable groups, and female employees, firmly opposing any form of discrimination and harassment. We are dedicated to increasing gender diversity. We also provide meaning employment opportunities for people with disabilities, encouraging them to apply their creativity in an inclusive, barrier-free work environment. As of December 31, 2025, we employed 3 colleagues with disabilities, and female employees accounted for 62.16% of our total workforce. Sustainable Supply Chain: We actively advance sustainable supply chain management to minimize the environmental and social impacts of our procurement activities. We strengthen sustainable development practices, including employee rights protection, business ethics compliance, and environmental protection, by closely collaborating with our partners through sustainable management and evaluation of the supply chain. While driving the sustainable upgrading of the supply chain, we are also committed to enhancing the long-term stability and sustainable development capabilities of our own business. Throughout 2025, we collaborated with 5,887 suppliers, including 5,300 Chinese mainland suppliers. We provided training to 1,234 suppliers, totaling 652 hours. Additionally, 1,081 suppliers underwent environmental or social impact assessments, with no significant impacts identified. 91 Table of Contents Community Investment: We promote social responsibility and actively fulfill our corporate duties through material donations, volunteer activities, and public welfare courses. We focus on community development, education, and healthcare, working to build strong, caring, and responsible community relationships for a better society. In 2025, we regularly carried out public welfare activities, including setting up water stations and donating eye-protection lamps, to support local community development. We actively deepen the integration of industry, academia, and research by offering employment and training opportunities, supporting vocational education through school-enterprise cooperation, and cultivating talent for the e-commerce industry. We established the Baozun-Nantong Open University E-Commerce Industry College, launched targeted training programs in rural areas, and organized initiatives such as the “Xing Bao Business Festival” to enhance practical experience and advance sustainable development. Legal Proceedings From time to time, we may be involved in legal proceedings or be subject to claims arising in the ordinary course of our business. On December 10, 2019 and December 26, 2019, purported securities class action complaints were filed in the United States District Court for the Southern District of New York against us, our chief executive officer and our then chief financial officer. These suits, which were captioned Snyder, et. al. v. Baozun Inc. et. al. (Case No.: 1: 19 cv-11290) and AUS, et. al. v. Baozun Inc., et. al. (Case No.: 1: 19 cv-11812), allege, among other things, that defendants made materially false and misleading statements, or failed to disclose material facts, regarding the termination of our business relationship with a Chinese electronics brand. The various suits assert claims covering the period from March 6, 2019 through November 20, 2019 and seek compensatory damages, costs and expenses incurred in such actions, as well as equitable or other relief. On September 8, 2020, the court appointed the lead plaintiffs and the lead counsel and consolidated the separate actions into a consolidated action. On November 6, 2020, the lead counsel filed a notice of voluntary dismissal with the court stating that the consolidated action is voluntarily dismissed against all defendants, without prejudice, and with each party agreeing to bear their own costs. On November 11, 2020, the court signed the notice of voluntary dismissal, thereby adopting it as an order of the court. The issuance of this order resulted in the dismissal of the consolidated action. 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, seeking to recover US$22.2 million accounts receivable for the products procured by this distributor, plus accrued interest and reimbursements of arbitration fees. In 2021, we provided an allowance of RMB93.3 million (US$14.6 million) of accounts receivable in connection with the default of this distributor. In the second quarter of 2025, in light of the latest developments in the arbitration proceedings, management assessed the recoverability of the outstanding receivable from this distributor as remote. Accordingly, an additional allowance was recognized against the remaining carrying amount of the balance due. Except for the arbitration proceeding described above, we are not currently a party to, nor are we aware of, any other legal proceeding, investigation or claim which, in the opinion of our management, is likely to have a material adverse effect on our business, financial condition or results of operations. Regulations This section sets forth a summary of the most significant rules and regulations that affect our business activities in China or our shareholders’ rights to receive dividends and other distributions from us. Regulations Regarding Foreign Investment PRC Company Law The establishment, operation and management of companies in PRC are governed by the PRC Company Law, which was latest amended on December 29, 2023 and took effect on July 1, 2024. The PRC Company Law applies to both domestic companies and foreign-invested companies in mainland China. The latest main amendments of PRC Company Law introduce a rule requiring the registered capital of limited liability companies to be fully paid within five years. Companies incorporated before the promulgation and implementation of the amendments are required to gradually adjust to meet the deadline. In addition, the latest main amendments of PRC Company law also involve improving the company’s establishment and exit system, optimizing the company’s organization structure, detailing exercise of shareholder rights, perfecting the company’s capital system and strengthening the responsibilities of controlling shareholders and management personnel, etc. The direct or indirect investment activities of a foreign investor shall be governed by the PRC Foreign Investment Law and its implementation rules. 92 Table of Contents Foreign Investment Law Investment activities in the PRC by foreign investors are principally governed by the Catalog of Industries for Encouraging Foreign Investment, or the Encouraging Catalog, and the Special Administrative Measures, or Negative List, for Foreign Investment Access, or the Negative List, which were promulgated and are amended from time to time by MOFCOM and the NDRC, and together with the Foreign Investment Law and its respective implementation rules and ancillary regulations. The Encouraging Catalog and the Negative List lay out the basic framework for foreign investment in China, classifying businesses into three categories with regard to foreign investment: “encouraged”, “restricted” and “prohibited.” Industries not listed in the Encouraging Catalog or the Negative List are generally deemed as falling into a fourth category “permitted” unless specifically restricted by other PRC laws. On September 6, 2024, MOFCOM and the NDRC promulgated the Special Administrative Measures (Negative List) for Foreign Investment Access (2024 Version), which became effective on November 1, 2024. On December 15, 2025, MOFCOM and the NDRC also jointly promulgated the Encouraged Industry Catalog for Foreign Investment (2025 version), which became effective on February 1, 2026. On March 15, 2019, the National People’s Congress approved the Foreign Investment Law, which took effect on January 1, 2020 and replaced three then existing laws on foreign investments in China, namely, the PRC Equity Joint Venture Law, the PRC Cooperative Joint Venture Law and the PRC Wholly Foreign-owned Enterprise Law. The Foreign Investment Law embodies an expected PRC regulatory trend to rationalize its foreign investment regulatory regime in line with prevailing international practice and the legislative efforts to unify the corporate legal requirements for both foreign and domestic invested enterprises in China. The Foreign Investment Law establishes the basic framework for the access to, and the promotion, protection and administration of foreign investments in view of investment protection and fair competition. The Foreign Investment Law does not comment on the concept of “de facto control” or contractual arrangements with variable interest entities, however, it has a catch-all provision under definition of “foreign investment” to include investments made by foreign investors in China through means stipulated by laws or administrative regulations or other methods prescribed by the State Council. Therefore, it still leaves leeway for future laws, administrative regulations or provisions to provide for contractual arrangements as a form of foreign investment. The Foreign Investment Law provides that foreign invested entities operating in foreign restricted industries will require market entry clearance and other approvals from relevant PRC governmental authorities. Furthermore, the Foreign Investment Law provides that foreign invested enterprises established according to the said three existing laws regulating foreign investment may maintain their structure and corporate governance within five years after the implementation of the Foreign Investment Law. On December 26, 2019, the State Council promulgated the Implementation Rules of Foreign Investment Law, which took effect on January 1, 2020 and abolished the Regulation on the Implementation of the PRC Equity Joint Ventures Law, Interim Provisions on the Contract Term of Equity Joint Ventures, Detailed Rules for the Implementation of the PRC Wholly Foreign-owned Enterprise Law and Detailed Rules for the Implementation of the PRC Cooperative Joint Venture Law. The implementation rules further clarified that the state encourages and promotes foreign investment, protects the lawful rights and interests of foreign investors, regulates foreign investment administration, continues to optimize foreign investment environment, and advances a higher-level opening. On December 30, 2019, MOFCOM and SAMR jointly promulgated the Measures for Information Reporting on Foreign Investment, which became effective on January 1, 2020. Pursuant to the Measures for Information Reporting on Foreign Investment, where a foreign investor carries out investment activities in China directly or indirectly, the foreign investor or the foreign-invested enterprise shall submit the investment information to the competent commerce department. Depending on each brand partner’s specific needs and the characteristics of its industry, we generally operate our brand e-commerce business based on one of three models: ● the distribution model; ● the service fee model; and ● the consignment model. 93 Table of Contents Under these business models, we provide IT solutions, online store operations, digital marketing, customer service to our brand partners, select and purchase goods from official brand partners and/or their authorized distributors and sell goods directly to consumers through official brand stores or official marketplace stores operated by us on behalf of our brand partners, and provide warehousing and fulfillment services. Pursuant to the latest Negative List and the latest Encouraging Catalog, such activities are not listed in either the Negative List or the Encouraging Catalog and are permitted areas for foreign investments. Foreign Investment in Value-Added Telecommunications Businesses Foreign investment in telecommunications businesses is governed by the Regulations for Administration of Foreign-invested Telecommunications Enterprises, issued by the State Council on December 11, 2001 and subsequently amended on September 10, 2008, February 6, 2016 and May 1, 2022 (namely, the “2022 FITE Regulations”). MIIT issued the Notice Regarding Strengthening Administration of Foreign Investment in Operating Value-Added Telecommunication Businesses on July 13, 2006, pursuant to which a domestic PRC company that holds an operating license for value-added telecommunications business, which we refer to as a Value-added Telecommunication License, or a VAT license, is prohibited from leasing, transferring or selling the VAT license in any form, or providing any resource, sites or facilities to any foreign investors intending to illegally conduct such businesses in China. Pursuant to the Special Administrative Measures (Negative List) for Foreign Investment Access (2024 Version), provision of value-added telecommunications services falls within the ‘restricted’ category. As such, the ultimate shareholding percentage of a foreign investor in companies engaged in value-added telecommunications services (except for e-commerce, domestic multi-party communications, storage-forwarding and call centers) shall not exceed 50%. Pursuant to the 2022 FITE Regulations which came into effective on May 1, 2022, in general, foreign investors are not allowed to hold more than 50% of the equity interests of a company engaged in value-added telecommunications services. On March 29, 2022, the State Council promulgated the Decision of the State Council on Amending or Abolishing Certain Administrative Regulations (the “Decision”), which came into effect on May 1, 2022. According to the Decision, the requirement of good track record and operational experience of the primary foreign investor in a foreign-invested value-added telecommunications enterprise, as stipulated in the 2022 FITE Regulations was cancelled. To comply with such foreign ownership restrictions, we currently hold a VAT license for domestic call center services and internet information services through our VIE, Shanghai Zunyi. We also currently hold a VAT license for online data processing and transaction processing business (operational e-commerce) through our PRC subsidiary, Shanghai Baozun. Licenses and Permits Licensing system for production and sale China has adopted a licensing system for food supply operations under the Food Safety Law and its implementation rules. Entities or individuals that intend to engage in food production, food distribution or food service businesses must obtain licenses or permits for such businesses. Pursuant to the Administrative Measures on Food Production Licensing issued by the SAMR on January 2, 2020 with effect from March 1, 2020, the validity term for a food production license is five years. Our PRC subsidiary engaging in food production business have obtained Food Production Permit. Pursuant to the Administrative Measures on Food Operation Licensing and Record-Filing issued by then SAMR on June 15, 2023 with effect from December 1, 2023, an enterprise engaged in food sales or catering services shall obtain a Food Operation Permit from the local administration for market regulation. The Food Operation Permit is not required under any of the following circumstances: (i) sale of edible agricultural products; (ii) sale of prepackaged food only; (iii) medical institutions and drug retailers’ sale of specific total nutrition formula food in the formula food for special medical purposes; (iv) sale of the food produced at the production and processing places or via the Internet by food producers that have been granted a Food Production Permit; and (v) other circumstances under which the Food Operation Permit is not required according to laws and regulations. The sale of only pre-packaged food shall be filed for record with the local administration for market regulation. On November 29, 2021, the SAMR promulgated the Announcement on Matters relating to the Record-filing for the Sale of Only Pre-packaged Food, which stipulates that an entity trading in food but only for sale of pre-packaged food shall apply for the record-filing when registering for market entity registration. The record-filing formalities shall be completed before carrying out such businesses. Those who have obtained food operation licenses are not required to go through the record-filing before the expiration of their food operation licenses. Our PRC subsidiaries engaging in food operation business have obtained Food Operation Permits or completed the record-filing. 94 Table of Contents Permits for Liquor Circulation Any entity or individual engaged in the wholesale or retail of liquor may be required by local governments to obtain local licenses for the distribution of alcoholic products, or the Permits for Liquor Circulation. For example, pursuant to the Administrative Measures of Shanghai Municipality for Production and Sales of Alcohol Commodities, which was adopted by the Standing Committee of Shanghai People’s Congress in 1997 and latest amended on December 28, 2023, local enterprises that engage in alcohol wholesaling must apply to the municipal alcohol commodities monopoly bureau for an alcohol wholesale license, while local enterprises that engage in alcohol retailing must apply to the district alcohol commodities administrative department for an alcohol retail license. Our PRC subsidiaries engaging in wholesale or retail of liquor have obtained Permits for Liquor Circulation. Medical Device Operation Enterprise Permit Pursuant to the Regulations on the Supervision and Administration of Medical Devices, which was issued by the State Council in 2000 and latest amended on December 6, 2024, which became effective on January 20, 2025, medical devices are divided into three types and enterprise engaged in the distribution of type two medical devices shall complete record-filing formalities with the municipal level food and drug administration and provide supporting materials to satisfy the relevant conditions of engaging in the operation of medical devices. Publication Operation Permit Pursuant to the Publication Market Provisions promulgated in May 2016, an entity engaged in the wholesale or retail of publications shall obtain an operation permit for publications. If an entity fails to obtain operation permit for publications, it may be subject to an order to cease illegal acts, fines or confiscation of illegal gains and devices, equipment used for the illegal business operation. In cases where an entity that is engaged in the distribution of publications via the internet or other information networks within the approved business scope has obtained an operation permit for publications, such entity shall complete its record-filing formalities with the publication administrative department that has approved its business scope within 15 days after launching its online distribution business. Each of Shanghai Baozun, Shanghai Zunyi and Shanghai Fengbo holds an operation permit for publications. Road Transportation Operation Permit Under the Regulations on Road Transportation promulgated by the State Council in April 2004 and latest amended on July 20, 2023, which became effective on May 1, 2022, and the Provisions on Administration of Road Transportation and Stations (Sites) issued by the Ministry of Transport in June 2005 and latest amended on November 10, 2023, any entity engaging in the business of operating road transportation must obtain a Road Transportation Operation Permit. Our PRC subsidiaries engaging in the business of operating road transportation have obtained Road Transportation Operation Permits. Permits for Travel Business On April 25, 2013, the Standing Committee of the National People’s Congress issued the Tourism Law, which took effect on October 1, 2013 and was amended in November 2016 and October 2018. The Tourism Law aims to protect tourists’ legal rights, regulate travel market and promote the development of travel industry, and sets forth specific requirements for the operation of travel agencies. Travel agencies are prohibited from (i) leasing, lending or illegally transferring travel agency operation licenses or otherwise disseminating untrue or inaccurate information when soliciting customers and organizing tours, (ii) conducting any false publicity to mislead customers, (iii) arranging visits to or participation in any project or activity in violation of PRC laws and regulations or social morality, (iv) organizing tours at unreasonably low price to induce or cheat tourists, or obtaining unlawful profits such as kickbacks, and (v) changing or ceasing scheduled itineraries without reasons and forcing the tourists to participate in other activities against the will of tourists. The travel industry is subject to the supervision of Ministry of Culture and Tourism of the PRC, and its local counterparts. The principal regulations governing travel agencies in China include the Travel Agency Regulations and the Implementing Rules of Travel Agency Regulations. Under these regulations, a travel agency must obtain a license from the state tourism administration to conduct outbound travel business, and a license from the provincial-level tourism administration to conduct domestic and inbound travel agency business. Our PRC subsidiary, Beijing Jingtang International Travel Agency Limited, has obtained a license covering outbound, inbound travel business and domestic travel agency business but has not yet carried out relevant business. 95 Table of Contents Except for licenses and permits, we are also subject to various legal obligations as distributors of certain products. For example, under relevant PRC laws, we, as distributors of cosmetics, are obliged to check whether the cosmetics we sell online have been issued the requisite permits, certificates or filings in relation to the production or import of such products and whether such products have passed the quality inspection before they are sold. Regulation Relating to Product Quality, Advertising and Consumer Protection The Product Quality Law, promulgated in 1993 and subsequently amended in July 2000, August 2009 and December 2018, applies to all production and sale activities in China. Pursuant to this law, products offered for sale must satisfy relevant quality and safety standards. Enterprises may not produce or sell counterfeit products in any way, including forging brand labels or giving false information regarding a product’s manufacturer. Violations of state or industrial standards for health and safety and any other related violations may result in civil liabilities and administrative penalties, such as compensation for damages, fines, suspension or shutdown of business, as well as confiscation of products illegally produced and sold and the proceeds from such sales. Severe violations may subject the responsible individual or enterprise to criminal liabilities. Where a defective product causes personal injury or damage to another person’s property, the victim may claim compensation from the manufacturer or from the seller of the product. If the seller pays compensation and it is the manufacturer that should bear the liability, the seller has a right of recourse against the manufacturer. Similarly, if the manufacturer pays compensation and it is the seller that should bear the liability, the manufacturer has a right of recourse against the seller. The principal regulations governing promotion and advertising activities in China include the PRC Anti-Unfair Competition Law promulgated in 1993 and amended in 2017 and 2019, the PRC Pricing Law promulgated in 1997, and the PRC Advertising Law promulgated in 1994 and subsequently amended in April 2015, October 2018 and April 2021. Under the PRC Advertising Law, advertising operators and advertising distributors will be subject to more stringent requirements and obligations. For example, entities or individuals shall not send advertisements to customers’ telephones, mobile or email accounts without the customers’ consents or requests, and any advertisement containing any kind of misleading, false or inaccurate information with respect to product quality, constituents, functionality, price, sales performance or other features will be deemed as deceptive advertising and will subject the advertising operators and distributors to penalties more severe than those under the original law. In addition, the PRC Anti-Unfair Competition Law further imposes stringent requirements on various promotional activities, such as prize-giving sales and bundling sales. Violation of these requirements may result in penalties, including fines, confiscation of advertising income, orders to cease dissemination of the advertisements, and orders to publish a correction to the misleading information. The Consumer Protection Law, promulgated by the National People’s Congress Standing Committee in October 1993 and subsequently amended in August 2009 and October 2013, sets out the obligations of business operators and the rights and interests of the consumers in China. Pursuant to this law, business operators must guarantee that the commodities they sell satisfy the requirements for personal or property safety, provide consumers with authentic information about the commodities, and guarantee the quality, function, usage and term of validity of the commodities. Failure to comply with the Consumer Protection Law may subject business operators to civil liabilities such as refunding purchase prices, replacement of commodities, repairing, ceasing damages, compensation, and restoring reputation, and even subject the business operators or the responsible individuals to criminal penalties when personal damages are involved or if the circumstances are severe. The Consumer Protection Law was further amended in October 2013 and became effective in March 2014. The amended Consumer Protection Law further strengthens the protection of consumers and imposes more stringent requirements and obligations on business operators, especially on the business operators through the internet. For example, the consumers are entitled to return the goods (except for certain specific goods, such as custom-made goods, fresh and perishable goods) within seven days upon receipt without any reasons when they purchase the goods from business operators on the internet. The consumers whose interests have been damaged due to their purchase of goods or acceptance of services on online marketplace stores may claim damages from sellers or service providers. Moreover, if business operators deceive consumers when selling products or providing services, they should not only compensate consumers for their losses, but also pay additional damages equal to three times the price of the goods or services. If business operators knowingly sell defective products to the consumers and such products cause death of the consumers or other victims or cause severe damage to the health of the consumers or other victims, they should not only compensate victims for their loss, but also pay additional damages up to twice of the victims’ loss. We are subject to the above laws and regulations as an online distributor of commodities and believe that we are currently in compliance with these regulations in all material aspects. 96 Table of Contents Regulation Relating to Cybersecurity The National People’s Congress Standing Committee promulgated the Cybersecurity Law on November 7, 2016, which took effect from June 1, 2017. Construction, operation, maintenance and use of networks within the territory of the PRC will be subject to the law. Network operators in the PRC are required to perform the following obligations to ensure cyber security under a graded system of cyber security protection: (1) formulating internal security management systems and operation manual, to specify the person in charge of cyber security and to define responsibilities in cyber security protection; (2) taking technical measures to prevent computer virus, network attacks, network intrusions and other activities that endanger cyber security; (3) taking technical measures to monitor and record network operation and cyber security status, and maintaining relevant logs for no less than six months as required; (4) taking measures such as data classification, and backup and encryption of important data, etc.; and (5) performing other obligations required by relevant laws and administrative regulations. In addition, the Cybersecurity Law specifies that network products and services shall satisfy the mandatory requirements set forth in applicable national standards. Any provider of network products or services shall not install malwares. In case of identifying any cyber security risk such as security defect or bug, relevant product/service provider is required to take immediate remedial actions, timely inform users of the risk, and report the event to the competent authority. Furthermore, the Cybersecurity Law systematically specifies requirements on user information protection applicable to network operator, and requires that a network operator should establish and improve its user information protection system. Network operators shall collect, store, and use individual information with consent from such individuals by lawful and proper means on a necessary basis. Network operators cannot collect individual user information that is not relevant to the services it provides, or distort or destroy individual information collected by it. Network operators are prohibited from disclosing without permission or selling individual information unless individual specifics are unidentifiable or retrievable. In addition, a network operator shall strengthen its management of information released by its users. If it founds any information that is prohibited by laws and administrative regulations from release or transmission, it shall immediately cease transmission of such information, and take measures such as deletion of relevant information to prevent dissemination of the same, and shall keep relevant record, and report the event to competent authorities. Also, a network operator is required to establish network information security complaint and reporting mechanisms, and to release the complaint and reporting channels to promptly accept and settle complaints and reports concerning network information security. The Cybersecurity Law also introduces the concept of “Critical Information Infrastructure (CII)”, and imposes a higher level of cyber security protection obligations on the CII operators. For example, a CII operator is generally required to store in the PRC personal information and important business data collected and generated during its business operations within the PRC. Failure to comply with this requirement may lead to the confiscation of illegal gains, fines, revocation of the business permit or even the business license. In addition, pursuant to the Cybersecurity Law, critical network equipment and dedicated network security products may not be made available in China market until they pass the security tests or verification by accredited evaluation agencies. The Measures for Cyber Security Review was issued on December 28, 2021 and came into effect on February 15, 2022. According to the Measures for Cyber Security Review, a critical information infrastructure operator, before purchasing network products and services, shall prejudge the national security risks that may arise after the products and services are put into use. If such products and services will or may affect national security, the operator shall apply for cyber security review to the cyber security review office. 97 Table of Contents On January 23, 2019, the Office of the Central Cyberspace Affairs Commission and other three authorities jointly issued the Circular on the Special Campaign of Correcting Illegal Collection and Usage of Personal Information via Apps. Pursuant to this 2019 circular, (i) App operators are prohibited from collecting any personal information irrelevant to the services provided by such operator; (ii) information collection and usage policy should be presented in a simple and clear way, and such policy should be consented by the users voluntarily; (iii) authorization from users should not be obtained by coercing users with default or bundling clauses or making consent a condition of a service. App operators violating such rules can be ordered by authorities to correct its incompliance within a given period of time, be reported in public; or even suspend its operation for rectification or cancel its business license or operational permits. On November 28, 2019, SAMR, the Office of the Central Cyberspace Affairs Commission, MIIT and the Ministry of Public Security jointly issued the Measures for the Determination of the Collection and Use of Personal Information by Apps in Violation of Laws and Regulations, which provides guidance for the regulatory authorities to identify the illegal collection and use of personal information through mobile apps, and for the app operators to conduct self-examination and self-correction and for other participants to voluntarily monitor compliance. The Provisions on the Cyber Protection of Children’s Personal Information issued by the CAC came into effect on October 1, 2019, which requires, among others, that network operators who collect, store, use, transfer and disclose personal information of children under the age of 14 shall establish special rules and user agreements for the protection of children’s personal information, inform the children’s guardians in a noticeable and clear manner, and shall obtain the consent of the children’s guardians. On May 28, 2020, the National People’s Congress adopted the PRC Civil Code, which came into effect on January 1, 2021. Pursuant to the PRC Civil Code, the personal information of a natural person shall be protected by the laws. Any organization or individual shall legally obtain such personal information of others when necessary and ensure the safety of such information, and shall not illegally collect, use, process or transmit personal information of others, or illegally purchase or sell, provide or make public personal information of others. In addition, on September 24, 2024, the State Council promulgated the Network Data Security Management Regulations, which took effect on January 1, 2025 applies to activities relating to the use of networks to carry out data processing activities within the territory of the PRC. The Network Data Security Management Regulations set out general guidelines, protection of personal information, security of important data, security management of cross-border data transfer, obligations of internet platform operators, supervision and management, and legal liabilities. In accordance with the Network Data Security Management Regulations, network data processors engaged in network data processing activities that affect or may affect national security shall apply for a cybersecurity review. On December 28, 2021, the CAC, and other twelve PRC regulatory authorities jointly revised and promulgated the Measures for Cyber Security Review, which came into effect on February 15, 2022 and replace the current Measures for Cyber Security Review promulgated on April 13, 2020. The Measures for Cyber Security Review provides that, among others, (i) the purchase of cyber products and services by critical information infrastructure operators and the network platform operators engaging in data processing activities that affects or may affect national security should be subject to the cybersecurity review by the Cybersecurity Review Office, the department which is responsible for the implementation of cybersecurity review under the CAC; (ii) network platform operators with personal information data of more than one million users are obliged to apply for a cybersecurity review by the Cybersecurity Review Office before listing abroad; and (iii) relevant governmental authorities in the PRC may initiate cybersecurity review if they determine an internet platform operator’s network products or services or data processing activities affect or may affect national security. On July 7, 2022, the CAC adopted the Measures for the Security Assessment of Data Exit, which took into effect on September 1, 2022 and stipulates that data processors who provide overseas the personal information and important data collected and generated during operations within the PRC shall be subject to security assessment by the CAC. Specifically speaking, if the data processor provides data overseas and meets one of the following circumstances, it shall declare the security assessment: (i) personal information collected and generated by operators of critical information infrastructure; (ii) the data contains important data; (iii) personal information processors who have processed personal information of one million people provide personal information abroad; (iv) accumulatively provided personal information of more than one hundred thousand people or sensitive personal information of more than ten thousand people abroad since January 1 of the previous year; and (v) other circumstances as specified by the CAC. The assessment results of the data exit are valid for two years. 98 Table of Contents Regulation Relating to Privacy Protection On June 10, 2021, the Standing Committee of the National People’s Congress promulgated the Data Security Law, which took effect on September 1, 2021 to regulate data processing activities and ensure data security. The Data Security Law provides that the state should establish data classified and categorized protection system to protect data in a classified and categorized manner, and a security review system to conduct national security review of data processing activities that affect or may affect national security. Pursuant to the Data Security Law, the data processors should comply with laws and regulations in data processing activities, establish and improve a whole-process data security management system, organize data security education and training, and take corresponding technical and other necessary measures to ensure data security. The Data Security Law also stipulates that the relevant authorities will formulate the catalogues for important data and strengthen the protection of important data, and state core data, i.e. data having a bearing on national security, the lifelines of national economy, people’s key livelihood and major public interests, should be subject to stricter management system. On August 20, 2021, the Standing Committee of the National People’s Congress promulgated the Personal Information Protection Law, which took effect on November 1, 2021. Pursuant to the Personal Information Protection Law, the processing of personal data should have clear and reasonable purposes, be directly related to the purposes of processing, and be carried out in a way that has minimal impact on personal rights and interests; the collection of personal data should be limited to the smallest scope necessary for achieving the purpose of processing, and personal data should not be collected excessively; the processing of personal data should follow the principles of openness and transparency, make public the rules on personal data processing and publicly disclose the purpose, methods and scope of processing. The Personal Information Protection Law further provides that, personal data processors should be responsible for their personal data processing activities, and should take necessary measures to ensure the security of the personal data processed thereby. Anyone processing personal information in violation of or failing to perform any obligation of personal information protection specified in Personal Information Protection Law in the processing of personal information will be ordered to make a correction, given a warning, and confiscated of any illegal gain by the authorities performing personal information protection duties, and any application program that illegally processes personal information will be ordered to suspend or terminate its services; and if the required correction is not made, a fine of up to RMB1 million (US$7.2993) will be imposed on the violator; and any person in charge or any other individual directly liable for the violation will be fined between RMB10,000 (US$1,370.0) and RMB100,000 (US$13,699.9). Regulation Relating to Online Transaction On March 15, 2021, the SAMR issued the Administration Measures for the Supervision of Online Transactions, which took effect on May 1, 2021 and was later amended on March 18, 2025, providing specific rules for the online transaction operators, such as clarifying the specific acts infringing consumers’ personal information in online transactions, elaborating the prohibited contents that may not be contained in the standard terms, notifications and statements used by the online transaction operators, and measures to supervise sales of goods or provision of services through social network and live streaming. Our PRC subsidiaries and our VIE, which are online business operators and service providers, are subject to the Administration Measures for the Supervision of Online Transactions. In August 2018, the National People’s Congress Standing Committee promulgated the E-Commerce Law, which took effect in January 2019. The E-Commerce Law proposes a series of requirements on e-commerce operators, including third-party e-commerce platform operators, registered product or service providers of platforms, and product or services providers operating through a self-built website or any other network. For example, the E-Commerce Law requires e-commerce operators to respect and equally protect consumers’ legitimate rights and provide options to consumers without targeting their personal characteristics, and also requires e-commerce operators to clearly point out to consumers their tie-in sales in which additional services or products are added by merchants to a purchase, and not to assume consumers’ consent to such tie-in sales by default. The E-Commerce Law also organized rules on e-commerce contact execution and performance between e-commerce product/service providers and customers. 99 Table of Contents Regulation Relating to Mobile Applications On June 14, 2022, the CAC promulgated the Regulations for the Administration of Mobile Internet Application Information Services, which came into effect on August 1, 2022. Pursuant to the Administration of Mobile Internet Application Information Services, the mobile internet applications providers shall acquire relevant qualifications required by laws and regulations and implement the information security management responsibilities strictly and fulfill their obligations, including real-name system, protection of users’ information, examination and management of information content, etc., and shall comply with relevant provisions on the scope of necessary personal information when engaging in personal information processing activities. In addition, such providers shall not compel the user to agree to the processing of personal information for any reason and refuse the user to use its basic functions and services as the user does not agree to provide non-essential personal information. Regulations Relating to Leasing Pursuant to the Law on Administration of Urban Real Estate, adopted by the National People’s Congress Standing Committee on July 5, 1994 and latest amended on August 26, 2019, when leasing premises, the lessor and lessee are required to enter into a written lease contract, containing such provisions as the leasing term, use of the premises, rental and repair liabilities, and other rights and obligations of both parties. Both lessor and lessee are also required to register the lease with the real estate administration department. If the lessor and lessee fail to go through the registration procedures, both lessor and lessee may be subject to fines. According to the PRC Civil Code, the lessee may sublease the leased premises to a third party, subject to the consent of the lessor. Where the lessee subleases the premises, the lease contract between the lessee and the lessor remains valid. The lessor is entitled to terminate the lease contract if the lessee subleases the premises without the consent of the lessor. In addition, if the lessor transfers the premises, the lease contract between the lessee and the lessor will still remain valid. If a mortgagor leases the mortgaged property before the mortgage contract is executed, the previously established leasehold interest will not be affected by the subsequent mortgage; and where a mortgagor leases the mortgaged property after the creation and registration of the mortgage interest, the leasehold interest will be subordinated to the registered mortgage. Regulation Relating to Intellectual Property Rights Patent. Patents in the PRC are principally protected under the Patent Law. The duration of a patent right is either 10 years or 20 years from the date of application, depending on the type of patent right. Copyright. Copyright in the PRC, including copyrighted software, is principally protected under the Copyright Law and related rules and regulations. Under the Copyright Law, the term of protection for copyrighted software is 50 years. In addition, the Regulations on the Protection of Rights to Information Network Communication promulgated by the State Council on May 18, 2006 (as amended in 2013), provides specific rules on fair use, statutory license, and a safe harbor for use of copyrights and copyright management technology and specifies the liabilities of various entities for violations, including copyright holders, libraries and internet service providers. Trademark. Registered trademarks are protected under the Trademark Law and related rules and regulations. Trademarks are registered with the Trademark Office of National Intellectual Property Administration under SAMR. Where registration is sought for a trademark that is identical or similar to another trademark which has already been registered or given preliminary examination and approval for use in the same or similar category of commodities or services, the application for registration of such trademark may be rejected. Trademark registrations are effective for a renewable ten-year period, unless otherwise revoked. Domain Names. Domain names are protected under the Administrative Measures on the Internet Domain Names promulgated by MIIT. MIIT is the major regulatory body responsible for the administration of the PRC internet domain names, under supervision of which the China Internet Network Information Center is responsible for the daily administration of.cn domain names and Chinese domain names. In November 2017, MIIT promulgated the Notice of the Ministry of Industry and Information Technology on Regulating the Use of Domain Names in Providing Internet-based Information Services, which became effective on January 1, 2018. Pursuant to the notice, the domain name used by an internet-based information service provider in providing internet-based information services must be registered and owned by such provider in accordance with the law. 100 Table of Contents Regulations on Tax Enterprise Income Tax The PRC enterprise income tax, or EIT, is calculated based on the taxable income determined under the applicable EIT Law and its implementation rules, which became effective on January 1, 2008 and was amended on February 24, 2017 and December 29, 2018, respectively. The EIT Law imposes a uniform enterprise income tax rate of 25% on all resident enterprises in China, including FIEs. The EIT Law and its implementation rules permit “high and new technology enterprises”, to benefit from a preferential enterprise income tax rate of 15% subject to these high and new technology enterprises meeting certain qualification criteria. Value-Added Tax Pursuant to the PRC Provisional Regulations on Value-Added Tax and its implementation regulations, unless otherwise specified by relevant laws and regulations, any entity or individual engaged in the sales of goods, provision of processing, repairs and replacement services and importation of goods into China is generally required to pay a value-added tax, or VAT, for revenues generated from sales of products, while qualified input VAT paid on taxable purchase can be offset against such output VAT. On March 23, 2016, the MOF and the SAT jointly issued the Circular on the Pilot Program for Overall Implementation of the Collection of Value Added Tax Instead of Business Tax, or Circular 36, which took effect on May 1, 2016. Pursuant to the Circular 36, all of the companies operating in construction, real estate, finance, modern service or other sectors which were required to pay business tax are required to pay VAT, in lieu of business tax. The default applicable VAT rate is 6%, except: (i) for real estate sale, land use right transferring and providing service of transportation, postal sector, basic telecommunications, construction, real estate lease, the applicable VAT rate is 11%; (ii) for providing lease service of tangible property, the applicable VAT rate is 17%; and (iii) for specific cross-bond activities, the applicable VAT rate is zero. In April 2018, the Ministry of Finance, or MOF, and the SAT jointly promulgated the Circular of the Ministry of Finance and the State Administration of Taxation on Adjustment of Value-Added Tax Rates, or the Circular 32, according to which (i) for VAT taxable sales acts or importation of goods originally subject to value-added tax rates of 17% and 11%, respectively, such tax rates shall be adjusted to 16% and 10%, respectively; (ii) for purchase of agricultural products originally subject to deduction rate of 11%, such deduction rate shall be adjusted to 10%; (iii) for purchase of agricultural products for the purpose of production and sales or consigned processing of goods subject to tax rate of 16%, such tax shall be calculated at the deduction rate of 12%; (iv) for exported goods originally subject to tax rate of 17% and export tax refund rate of 17%, the export tax refund rate shall be adjusted to 16%; and (v) for exported goods and cross-border taxable acts originally subject to tax rate of 11% and export tax refund rate of 11%, the export tax refund rate shall be adjusted to 10%. Circular 32 became effective on May 1, 2018 and shall supersede any previously existing provisions in the case of any inconsistency. In March 2019, the MOF, the SAT and the General Administration of Customs jointly promulgated the Announcement on the Policies for Furtherance of the Reform of Value-Added Tax, or the Announcement 39, according to which: (i) for VAT taxable sales acts or importation of goods originally subject to value-added tax rates of 16% and 10%, respectively, such tax rates shall be adjusted to 13% and 9%, respectively; (ii) for purchase of agricultural products originally subject to deduction rate of 10%, such deduction rate shall be adjusted to 9%; (iii) for purchase of agricultural products for the purpose of production and sales or consigned processing of goods subject to tax rate of 13%, such tax shall be calculated at the deduction rate of 10%; (iv) for exported goods and labor originally subject to tax rate of 16% and export tax refund rate of 16%, the export tax refund rate shall be adjusted to 13%; and (v) for exported goods and cross-border taxable acts originally subject to tax rate of 10% and export tax refund rate of 10%, the export tax refund rate shall be adjusted to 9%. Announcement 39 became effective on April 1, 2019 and superseded then existing provisions which were inconsistent with Announcement 39. Therefore, from May 1, 2018 to March 31, 2019, the VAT tax rates of our PRC subsidiaries changed from 17% to 16% on product sales. After April 1, 2019, the VAT tax rates of our PRC subsidiaries changed from 16% to 13% on product sales. VAT tax rate of our service revenue remains to be the same as that before May 1, 2018, which is 6%. We are also subject to surcharges on VAT payments in accordance with PRC law. On December 25, 2024, the Standing Committee of the National People’s Congress of the PRC promulgated the PRC Value-Added Tax Law, or the PRC VAT Law, which became effective on January 1, 2026. Under the current PRC VAT Law, standard tax rates are set at three tiers: (i) 13% for taxpayers selling goods, labor services, tangible personal property leasing services, or importing goods; (ii) 9% for taxpayers selling transport services, postal services, basic telecommunications services, construction services, or real property leasing services, as well as those selling real property or transferring land use rights; and(iii) 6% for taxpayers selling other services or intangible assets. Additionally, a 3% rate applies to taxpayers eligible for the simplified tax computation method. 101 Table of Contents Prior to the PRC VAT Law taking effect, taxation in mainland China was governed by the Provisional Regulations of the PRC on Value-Added Tax and its implementation rules, which have since been superseded. Under these historical provisional regulations, the applicable tax rates were initially set higher and were adjusted over time: taxpayers selling goods, labor services, tangible personal property leasing services, or importing goods were subject to a 17% tax rate (adjusted to 16% in May 2018 and further adjusted to 13% in April 2019); taxpayers selling transport services, postal services, basic telecommunications services, construction services, real property leasing services, selling real property, or transferring land use rights were subject to an 11% tax rate (adjusted to 10% in May 2018 and further adjusted to 9% in April 2019); and taxpayers selling services or intangible assets were subject to a 6% tax rate. Regulation Relating to Dividend Withholding Tax The EIT Law and its implementation rules provide that since January 1, 2008, an enterprise income tax rate of 10% will normally be applicable to dividends declared to non-PRC resident investors which do not have an establishment or place of business in the PRC, or which have such establishment or place of business but the relevant income is not effectively connected with the establishment or place of business, to the extent such dividends are derived from sources within the PRC. Pursuant to the Arrangement Between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Incomes, or the Double Tax Avoidance Arrangement and other applicable PRC laws, if a Hong Kong resident enterprise is determined by the competent PRC tax authority to have satisfied the relevant conditions and requirements under such Double Tax Avoidance Arrangement and other applicable laws, the 10% withholding tax on the dividends the Hong Kong resident enterprise receives from a PRC resident enterprise may be reduced to 5%. However, based on the Circular on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties, or the SAT Circular 81, issued on February 20, 2009 by the SAT, if the relevant PRC tax authorities determine, in their discretion, that a company benefits from such reduced income tax rate due to a structure or arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment. The SAT issued the Announcement of State Taxation Administration on Promulgation of the Administrative Measures on Non-resident Taxpayers Enjoying Treaty Benefits, the SAT Circular 35, on October 14, 2019, which became effective on January 1, 2020. The SAT Circular 35 further simplified the procedures for enjoying treaty benefits and replaced the SAT Circular 60. According to the SAT Circular 35, no approvals from the tax authorities are required for a non-resident taxpayer to enjoy treaty benefits, where a non-resident taxpayer self-assesses and concludes that it satisfies the criteria for claiming treaty benefits, it may enjoy treaty benefits at the time of tax declaration or at the time of withholding through the withholding agent, but it shall gather and retain the relevant materials as required for future inspection, and accept follow-up administration by the tax authorities. There are also other conditions for enjoying the reduced withholding tax rate according to other relevant tax rules and regulations. According to the Circular on Several Issues regarding the “Beneficial Owner” in Tax Treaties, or Circular 9, which was issued on February 3, 2018 by the SAT, effective as of April 1, 2018, when determining the applicant’s status of the “beneficial owner” regarding tax treatments in connection with dividends, interests or royalties in the tax treaties, several factors, including without limitation, whether the applicant is obligated to pay more than 50% of its income in twelve months to residents in third country or region, whether the business operated by the applicant constitutes the actual business activities, and whether the counterparty country or region to the tax treaties does not levy any tax or grant tax exemption on relevant incomes or levy tax at an extremely low rate, will be taken into account, and it will be analyzed according to the actual circumstances of the specific cases. This circular further provides that applicants who intend to prove his or her status of the “beneficial owner” shall submit the relevant documents to the relevant tax bureau according to the Administrative Measures for Non-Resident Enterprises to Enjoy Treatments under Tax Treaties. Regulations Relating to Foreign Exchange and Dividend Distribution Foreign Exchange Regulation The principal regulations governing foreign currency exchange in China are the Foreign Exchange Administration Regulations. Under the PRC foreign exchange regulations, payments of current account items, such as profit distributions and trade and service-related foreign exchange transactions, may be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. By contrast, approval from or registration with appropriate government authorities or banks is required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of foreign currency denominated loans or foreign currency is to be remitted into China under the capital account, such as a capital increase or foreign currency loans to our PRC subsidiaries. 102 Table of Contents On March 30, 2015, SAFE released the Notice on the Reform of the Management Method for the Settlement of Foreign Exchange Capital of Foreign-Invested Enterprises, or SAFE Circular 19, which came into force and superseded the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises (“SAFE Circular 142”) and the Circular on the Relevant Issues Concerning the Launch of Reforming Trial of the Administration Model of the Settlement of Foreign Currency Capital of Foreign-Invested Enterprises in Certain Areas (“SAFE Circular 36”) from June 1, 2015. SAFE Circular 19 has made certain adjustments to some regulatory requirements on the settlement of foreign exchange capital of foreign-invested enterprises, and some foreign exchange restrictions under SAFE Circular 142 are lifted. Under SAFE Circular 19, the settlement of foreign exchange by FIEs shall be governed by the policy of foreign exchange settlement at will. In June 2016, SAFE promulgated the Notice on Reforming and Standardizing the Administrative Provisions on Capital Account Foreign Exchange Settlement, or SAFE Circular 16, which removed certain restrictions previously provided under several SAFE circulars in respect of conversion by an FIE of foreign currency registered capital into RMB and use of such RMB capital. However, SAFE Circular 19 and SAFE Circular 16 also reiterate that the settlement of foreign exchange shall only be used for purposes within the business scope of the FIEs. In October 2019, SAFE issued the Notice of the State Administration of Foreign Exchange on Further Promoting the Facilitation of Cross-border Trade and Investment, or SAFE Circular 28, pursuant to which foreign- invested enterprises whose approved business scope does not include equity investments are allowed to use their capital funds obtained from foreign exchange settlement to make domestic equity investments in China, provided that such investments do not violate the Negative List and the target investment projects are genuine and in compliance with laws. In November 2012, SAFE promulgated the Circular of Further Improving and Adjusting Foreign Exchange Administration Policies on Foreign Direct Investment, or SAFE Circular 59, which was further amended in May 2015. Pursuant to this circular, the opening of various special purpose foreign exchange accounts, such as pre-establishment expenses accounts, foreign exchange capital accounts and guarantee accounts, the reinvestment of RMB proceeds by foreign investors in the PRC, and remittance of foreign exchange profits and dividends by a foreign-invested enterprise to its foreign shareholders no longer require the approval or verification of SAFE, and multiple capital accounts for the same entity may be opened in different provinces, which was not possible previously. In addition, SAFE promulgated the Circular on Printing and Distributing the Provisions on Foreign Exchange Administration over Domestic Direct Investment by Foreign Investors and the Supporting Documents in May 2013, which was further revised in 2015, 2018 and 2019, which specify that the administration by SAFE or its local branches over direct investment by foreign investors in the PRC shall be conducted by way of registration and banks shall process foreign exchange business relating to the direct investment in the PRC based on the registration information provided by SAFE and its branches. SAFE Circular 37 SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, on July 4, 2014, which replaced the former circular commonly known as “SAFE Circular 75” promulgated by SAFE on October 21, 2005. SAFE Circular 37 requires PRC residents to register with local branches of SAFE in connection with their direct establishment or indirect control of an offshore entity, for the purpose of overseas investment and financing, with such PRC residents’ legally owned assets or equity interests in domestic enterprises or offshore assets or interests, referred to in SAFE Circular 37 as a “special purpose vehicle.” SAFE Circular 37 further requires amendment to the registration in the event of any significant changes with respect to the special purpose vehicle, such as increase or decrease of capital contributed by PRC individuals, share transfer or exchange, merger, division or other material event. In the event that a PRC shareholder holding interests in a special purpose vehicle fails to fulfill the required SAFE registration, the PRC subsidiaries of that special purpose vehicle may be prohibited from making profit distributions to the offshore parent and from carrying out subsequent cross-border foreign exchange activities, and the special purpose vehicle may be restricted in its ability to contribute additional capital into its PRC subsidiary. Furthermore, failure to comply with the various SAFE registration requirements described above could result in liability under PRC law for evasion of foreign exchange controls. On February 13, 2015, SAFE released SAFE Circular 13, which became effective from June 1, 2015. According to this notice, local banks shall examine and handle foreign exchange registration for overseas direct investment, including the initial foreign exchange registration and amendment registration, under SAFE Circular 37. Beneficial owners of the special purpose vehicle who are PRC citizens are also required to make annual filing with the local banks regarding their overseas direct investment status. 103 Table of Contents Mr. Vincent Wenbin Qiu and Mr. Junhua Wu have completed initial filings with the local counterpart of SAFE relating to their investments in us. However, we may not be aware of the identities of all our beneficial owners who are PRC residents. In addition, we do not have control over our beneficial owners and cannot assure you that all of our PRC resident beneficial owners will comply with SAFE Circular 37 and its implementation rules, including relevant annual filing requirement. The failure of our beneficial owners who are PRC residents to register or amend their SAFE registrations in a timely manner pursuant to SAFE Circular 37 or the failure of future beneficial owners of our company who are PRC residents to comply with the registration procedures set forth in SAFE Circular 37 may subject such beneficial owners or our PRC subsidiaries to fines and legal sanctions. Failure to register or comply with relevant requirements may also limit our ability to contribute additional capital to our PRC subsidiaries or receive dividends or other distributions from our PRC subsidiaries or other proceeds from disposal of our PRC subsidiaries, or we may be penalized by SAFE. Share Option Rules Under the Administration Measures on Individual Foreign Exchange Control issued by the PBOC on December 25, 2006, all foreign exchange matters involved in employee share ownership plans and share option plans in which PRC citizens participate require approval from SAFE or its authorized branch. Pursuant to SAFE Circular 37, PRC residents who participate in share incentive plans in overseas non-publicly-listed companies may submit applications to SAFE or its local branches for the foreign exchange registration with respect to offshore special purpose companies. In addition, SAFE issued the Circular of SAFE on Issues Concerning the Administration of Foreign Exchange Used for Domestic Individuals’ Participation in Equity Incentive Plans of Overseas Listed Companies, or SAFE Circular 7 in 2012. Pursuant to SAFE Circular 7, employees, directors, supervisors, and other senior officers who participate in any equity incentive plan of publicly-listed overseas companies and who are PRC citizens or non-PRC citizens residing in China for a consecutive period of no less than one year, subject to a few exceptions, are required to register with SAFE or its local branches through a domestic qualified agent, which could be a PRC subsidiary of such overseas listed companies, and complete other procedures with respect to the equity incentive plan. In addition, the PRC agent is required to amend SAFE registration with respect to the equity incentive plan if there is any material change to the equity incentive plan, the PRC agent or other material changes. The PRC agent must, on behalf of these individuals who have the right to exercise the employee share options, apply to SAFE or its local branches for an annual quota for the payment of foreign currencies in connection with these individuals’ exercise of the employee share options. Such individuals’ foreign exchange income received from the sale of stocks and dividends distributed by the overseas listed company and any other income shall be fully remitted into a collective foreign currency account in China opened and managed by the PRC subsidiaries of the overseas listed company or the PRC agent before distribution to such individuals. Shanghai Baozun Wujiang Branch has completed SAFE registration under SAFE Circular 7 on behalf of the participants to our share incentive plans. Regulations Relating to M&A Rules and Overseas Listing On August 8, 2006, six PRC governmental and regulatory agencies, including the MOFCOM and the CSRC, promulgated the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, governing the mergers and acquisitions of domestic enterprises by foreign investors that became effective on September 8, 2006 and was revised on June 22, 2009. The M&A Rules, among other things, require that if an overseas company established or controlled by PRC companies or individuals, or the PRC Citizens, intends to acquire equity interests or assets of any other PRC domestic company affiliated with the PRC Citizens, such acquisition must be submitted to the MOFCOM for approval. The M&A Rules also require that an offshore special vehicle, or a special purpose vehicle formed for overseas listing purposes and controlled directly or indirectly by the PRC companies or individuals, shall obtain the approval of the CSRC prior to overseas listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. On February 17, 2023, the CSRC released the Overseas Listing Filing Rules, which took effect on March 31, 2023. According to the Overseas Listing Filing Rules, the issuer or a major domestic operating company designated by the issuer, as the case may be, shall file with the CSRC, among others, (i) with respect to its follow-on offering in the same foreign market within three business days after completion of the follow-on offering, and (ii) with respect to its follow-on offering and listing in other foreign markets within three business days, after its initial filing of the listing application to the regulator in the place of such intended listing. Non-compliance with the Overseas Listing Filing Rules or an overseas listing completed in breach of the Overseas Listing Filing Rules may result in a warning on the relevant domestic companies and a fine of RMB1 million (US$136,999.4) to RMB10 million (US$1.4 million) on them. Furthermore, the supervisors directly responsible and other directly responsible persons of the domestic enterprises may be warned, and fined between RMB500,000 (US$68,499.7) to RMB5 million (US$0.7 million). The controlling shareholders or actual controllers of the domestic company organize or instigate the relevant illegal acts, or conceals relevant matters resulting in the illegal acts, may be fined between RMB1 million (US$136,999.4) to RMB10 million (US$1.4 million). 104 Table of Contents On February 17, 2023, the CSRC issued the Notice on Administrative Arrangements for the Filing of Domestic Enterprise’s Overseas Offering and Listing, which stipulates the domestic enterprises have completed overseas listings are not required to file with CSRC in accordance with the Overseas Listing Filing Rules immediately, but shall carry out filing procedures as required if they conduct refinancing or fall within other circumstances that require filing with the CSRC. On February 24, 2023, the CSRC and several other administrations jointly released the Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies (the “Archives Rules”), which became effective on March 31, 2023. The Archives Rules apply to both overseas direct offerings and overseas indirect offerings. The Archives Rules provides that, among other things, (i) in relation to the overseas listing activities of domestic enterprises, the domestic enterprises are required to strictly comply with the relevant requirements on confidentiality and archives management, establish a sound confidentiality and archives system, and take necessary measures to implement their confidentiality and archives management responsibilities; (ii) during the course of an overseas offering and listing, if a domestic enterprise needs to publicly disclose or provide to securities companies, accounting firms or other securities service providers and overseas regulators, any materials that contain relevant state secrets or that have a sensitive impact (i.e. be detrimental to national security or the public interest if divulged), the domestic enterprise should complete the relevant approval/filing and other regulatory procedures; and (iii) working papers produced in the PRC by securities companies and securities service institutions, which provide domestic enterprises with securities services during their overseas issuance and listing, should be stored in the PRC, and the transmission of all such working papers to recipients outside of the PRC is required to be approved by competent authorities of the PRC. Regulations Relating to Employment The Labor Contract Law and its implementation rules provide requirements concerning employment contracts between an employer and its employees. Pursuant to the Labor Contract Law, a written labor contract is required when an employment relationship is established between an employer and an employee. An employer is obligated to sign a labor contract with an employee with an indefinite term if the employer continues to employ the employee after two consecutive fixed-term labor contracts. The Labor Contract Law and its implementation rules also require compensation to be paid upon certain terminations. Other labor-related regulations and rules of the PRC stipulate the maximum number of working hours per day and per week as well as the minimum wages. An employer is required to set up occupational safety and sanitation systems, implement the national occupational safety and sanitation rules and standards, educate employees on occupational safety and sanitation, prevent accidents at work and reduce occupational hazards. On December 28, 2012, the Labor Contract Law was amended to impose more stringent requirements on labor dispatch which became effective on July 1, 2013. Pursuant to the amended PRC Labor Contract Law, the dispatched contract workers shall be entitled to equal pay for equal work as a fulltime employee of an employer, and they shall only be engaged to perform temporary, ancillary or substitute works, and an employer shall strictly control the number of dispatched contract workers so that they do not exceed certain percentage of total number of employees. According to the Labor Dispatch Provisions, promulgated by the Ministry of Human Resources and Social Security on January 24, 2014, which became effective on March 1, 2014, (i) the number of dispatched contract workers hired by an employer should not exceed 10% of the total number of its total employees (including both directly hired employees and dispatched contract workers); and (ii) in the case that the number of dispatched contract workers exceeds 10% of the total number of its employees at the time when the Labor Dispatch Provisions became effective (i.e., March 1, 2014), the employer shall formulate a plan to reduce the number of its dispatched contract workers to below the statutory cap prior to March 1, 2016. Enterprises in China are required by PRC laws and regulations to participate in certain employee benefit plans, including social insurance funds, namely a pension plan, a medical insurance plan, an unemployment insurance plan, a work-related injury insurance plan and a maternity insurance plan, and a housing provident fund, and contribute to the plans or funds in amounts equal to certain percentages of salaries, including bonuses and allowances, of the employees as specified by the local government from time to time at locations where they operate their businesses or where they are located. According to the Social Insurance Law, an employer that fails to make social insurance contributions may be ordered to pay the required contributions within a stipulated deadline and be subject to a late fee. If the employer still fails to rectify the failure to make social insurance contributions within the stipulated deadline, it may be subject to a fine ranging from one to three times the amount overdue. According to the Regulations on Management of Housing Fund, an enterprise that fails to make housing fund contributions may be ordered to rectify the noncompliance and pay the required contributions within a stipulated deadline; otherwise, an application may be made to a local court for compulsory enforcement. 105 Table of Contents Seasonality Our results of operations are subject to seasonal fluctuations. For example, our revenues are relatively lower during the holidays in China, particularly during the Chinese New Year period, which occurs in the first quarter of the year, when consumers tend to do less shopping, both online and offline. Furthermore, sales in the retail industry are typically significantly higher in the fourth quarter of the year than in the preceding three quarters, particularly in November when Singles Day campaign occurs and consumers tend to do more shopping. C. Organizational Structure The following diagram illustrates our corporate structure and the place of incorporation of each of our significant subsidiaries and VIE as of the date of this annual report. ​ (1) Shanghai Zunyi is our VIE in China and is 80% owned by Ms. Jie Shen, spouse of our founder, chairman and chief executive officer, Mr. Vincent Wenbin Qiu, and 20% owned by Mr. Michael Qingyu Zhang, our co-founder. Its business includes providing brand e-commerce service to our brand partners 106 Table of Contents We have entered into contractual arrangements with Shanghai Zunyi and its shareholders, through which we exercise effective control over operations of Shanghai Zunyi and receive substantially all economic benefits generated from it. As a result of these contractual arrangements, under U.S. GAAP, we are considered the primary beneficiary of Shanghai Zunyi and thus consolidate its results in our consolidated financial statements. However, these contractual arrangements may not be as effective in providing us with control over our VIE as direct ownership of its equity interests. In addition, our VIE or its shareholders may breach the contractual arrangements with us. In such cases, we would have to rely on legal remedies under PRC law, which may not always be effective, particularly in light of uncertainties in the interpretation and enforcement of PRC laws and regulations. See “Item 3. Key Information — D. Risk Factors — Risks Related to Our Corporate Structure — We rely on contractual arrangements with our VIE and its shareholders for a portion of our business operations, which may not be as effective as direct ownership in providing operational control.” Contractual Arrangements with Shanghai Zunyi and Its Shareholders Our relationships with Shanghai Zunyi and its shareholders are governed by a series of contractual arrangements. The following is a summary of the currently effective contractual arrangements by and among our wholly-owned subsidiary, Shanghai Baozun, our VIE, Shanghai Zunyi, and the shareholders of Shanghai Zunyi. Exclusive Call Option Agreement. On January 20, 2026, Shanghai Zunyi, each of its shareholders and Shanghai Baozun entered into an exclusive call option agreement, which supersedes the exclusive call option agreement previously entered into on April 1, 2014. Each of Shanghai Zunyi’s shareholders have granted Shanghai Baozun an exclusive call option to purchase their equity interests in Shanghai Zunyi at an exercise price equal to the higher of (i) the registered capital of Shanghai Zunyi; and (ii) the minimum price as permitted by applicable PRC laws. Shanghai Zunyi has further granted Shanghai Baozun an exclusive call option to purchase its assets at an exercise price equal to the book value of the assets or the minimum price as permitted by applicable PRC law, whichever is higher. Shanghai Baozun may nominate another entity or individual to purchase the equity interests or assets, if applicable, under the call options. Each call option is exercisable subject to the condition that applicable PRC laws, rules and regulations do not prohibit completion of the transfer of the equity interests or assets pursuant to the call option. Shanghai Baozun is entitled to all dividends and other distributions declared by Shanghai Zunyi, and each of the shareholders of Shanghai Zunyi has agreed to give up their rights to receive any distributions or proceeds from the disposal of their equity interests in Shanghai Zunyi and to pay any such distributions or premium to Shanghai Baozun with deduction of applicable taxes. The exclusive call option agreement remains in effect until the equity interest and assets that are the subject of such agreements are transferred to Shanghai Baozun or its designated entities or individuals. To the extent permitted by law, Shanghai Zunyi and its shareholders are not contractually entitled to terminate the exclusive call option agreement with Shanghai Baozun. Proxy Agreement. On January 20, 2026, Shanghai Zunyi, each of its shareholders and Shanghai Baozun entered into an amended and restated voting right proxy agreement, or the Proxy Agreement, which supersedes the voting right proxy agreement previously entered into on July 25, 2019. Each shareholder of Shanghai Zunyi granted an irrevocable power of attorney to Shanghai Baozun that authorizes any person designated by Shanghai Baozun to exercise his rights as an equity holder of Shanghai Zunyi, including the right to attend and vote at equity holders’ meetings and appoint directors. The proxy agreement has an initial term of 20 years and will be automatically renewed on a yearly basis thereafter unless otherwise notified by Shanghai Baozun. If (i) the operating term of Shanghai Baozun or Shanghai Zunyi expires; or (ii) the parties thereto mutually agree on an early termination, the proxy agreement may be terminated. To the extent permitted by law, Shanghai Zunyi and its shareholders are not contractually entitled to terminate the proxy agreement with Shanghai Baozun. Equity Interest Pledge Agreement. On January 20, 2026, Shanghai Zunyi and each of its shareholders entered into an amended and restated equity interest pledge agreement with Shanghai Baozun, which supersedes the equity interest pledge agreements previously entered into on August 27, 2019. The shareholders of Shanghai Zunyi pledged all of their equity interests in Shanghai Zunyi to Shanghai Baozun to secure their and Shanghai Zunyi’s obligations under certain of the aforementioned agreements and other agreed obligations and as collateral for all of the amounts payable by Shanghai Zunyi to Shanghai Baozun under those agreements. If any event of default as defined under this agreement occurs, Shanghai Baozun, as the pledgee, will be entitled to dispose of the pledged equity interests. In addition, any increase in the registered capital of Shanghai Zunyi will be further pledged in favor of Shanghai Baozun. The equity interest pledge agreements will remain in full effect until all the secured contractual obligations have been performed or all the secured debts have been discharged. Under PRC laws, the equity pledge is required to be registered with the SAMR, or its competent branches for perfection. The equity pledge of Shanghai Zunyi has already been registered with the relevant branch of the SAMR. 107 Table of Contents Exclusive Technology Service Agreement. On April 1, 2014, Shanghai Zunyi and Shanghai Baozun entered into an exclusive technology service agreement. Pursuant to the exclusive technology service agreement, Shanghai Baozun has the exclusive right to provide specified technology services to Shanghai Zunyi. Without the prior written consent of Shanghai Baozun, Shanghai Zunyi may not accept the same or similar technology services provided by any third party during the term of the agreement. Shanghai Zunyi agrees to pay to Shanghai Baozun a service fee of 95% of the net revenues of Shanghai Zunyi and extra service fees for additional services provided by Shanghai Baozun as requested by Shanghai Zunyi within three months after each calendar year for the services provided in the preceding year. The agreement has an initial term of 20 years and will be automatically renewed on a yearly basis thereafter unless otherwise notified by Shanghai Baozun, and shall be terminated when the operating term of Shanghai Baozun or Shanghai Zunyi expires. To the extent permitted by law, Shanghai Zunyi is not contractually entitled to terminate the exclusive technology service agreement with Shanghai Baozun. According to the contractual arrangement entered into by Ms. Jie Shen and Mr. Michael Qingyu Zhang, each of Ms. Jie Shen and Mr. Michael Qingyu Zhang confirms that he has made proper arrangements and executed all necessary documents to ensure that, in case of his death, disability, bankruptcy, divorce or other circumstances which may affect his exercise of equity interest, such shareholder’s successor, custodian, creditor, spouse or the like who may obtain the Shanghai Zunyi’s equity interest or relevant rights will not influence to hinder the performance of these contractual arrangements. As a result of these contractual arrangements, we have the power to direct the activities of Shanghai Zunyi, and through the service fee paid to us under the exclusive technology service agreement, we can receive substantially all of the economic benefits of Shanghai Zunyi even though we do not receive all of the revenues generated by Shanghai Zunyi. We include the financial results of our VIE and its subsidiaries in our consolidated financial statements in accordance with U.S. GAAP as if they were our wholly-owned subsidiaries. Our VIE contributed an aggregate of 6.2%, 5.6% and 4.4%, of our net revenues for the years ended December 31, 2023, 2024 and 2025, respectively. In the opinion of Han Kun Law Offices, our PRC legal counsel, (i) the ownership structures of Shanghai Baozun and Shanghai Zunyi do not violate any mandatory requirements of applicable PRC laws and regulations currently in effect; (ii) the contractual arrangements between Shanghai Baozun, Shanghai Zunyi and its shareholders governed by PRC law are valid, binding and enforceable, and do not result in any violation of mandatory requirements of applicable PRC laws or regulations currently in effect; and (iii) the contractual arrangements entered into by the variable interest entity, the corresponding subsidiaries and the respective VIE equity holders governed by PRC laws and regulations do not violate any provisions of the articles of association currently in effect of the variable interest entity or the corresponding subsidiaries. Based on the above, our directors believe that the agreements underlying the contractual arrangements as described above that confer significant control and economic benefits from our VIE to us are enforceable under the relevant laws. As of the date of this annual report, we had not encountered any interference or encumbrance from any PRC governing bodies in operating our business through our VIE under the contractual arrangements. Under relevant PRC laws and regulations, none of our company and Shanghai Baozun is expressly legally required to share the losses of, or provide financial support to, our VIE. Further, our VIE is a limited liability company and shall be solely liable for its own debts and losses with assets and properties owned by it. Shanghai Baozun intends to continuously provide to or assist our VIE in obtaining financial support when deemed necessary. Given that we include the financial results of our VIE and its subsidiaries in our consolidated financial statements in accordance with U.S. GAAP as if they were our wholly-owned subsidiaries, any losses suffered by our VIE would be reflected in our consolidated financial statements. There are certain risks involved in our corporate structure and the contractual arrangements. A detailed discussion of material risks relating to our Contractual Arrangements is set forth in the section headed “Item 3. Key Information — D. Risk Factors — Risks Related to Our Corporate Structure.” We have determined that the costs of insurance for the risks associated with our corporate structure and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have such insurance. Accordingly, as of the date of this annual report, we did not purchase any insurance to cover the risks relating to the contractual arrangements. 108 Table of Contents SAFE promulgated SAFE Circular 37 on July 4, 2014, which replaced the former circular commonly known as “SAFE Circular 75” promulgated by SAFE on October 21, 2005. SAFE Circular 37 requires PRC residents to register with local branches of SAFE in connection with their direct establishment or indirect control of an offshore entity, for the purpose of overseas investment and financing, with such PRC residents’ legally owned assets or equity interests in domestic enterprises or offshore assets or interests, referred to in SAFE Circular 37 as a “special purpose vehicle.” SAFE Circular 37 further requires amendment to the registration in the event of any significant changes with respect to the special purpose vehicle, such as increase or decrease of capital contributed by PRC individuals, share transfer or exchange, merger, division or other material event. Mr. Vincent Wenbin Qiu and Mr. Junhua Wu have completed initial filings with the local counterpart of SAFE relating to their initial investments in us. However, our PRC legal counsel has also advised us that there are substantial uncertainties regarding the interpretation and application of PRC laws, regulations and rules; accordingly, the PRC regulatory authorities may take a view that is contrary to the opinion of our PRC legal counsel. It is uncertain whether any new PRC laws or regulations relating to variable interest entity structures will be adopted or if adopted, what they would provide. If we or our VIE are found to be in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures. See “Item 3. Key Information — D. Risk Factors — Risks Related to Our Corporate Structure — If the PRC government deems that the contractual arrangements in relation to Shanghai Zunyi do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.” and “Item 3. Key Information — D. Risk Factors — Risks Related to Our Corporate Structure — Any failure by our VIE or its respective or its shareholders to perform their obligations under our contractual arrangements with them would have a material and adverse effect on our business.” We have determined that the costs of insurance for the risks associated with our corporate structure and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have such insurance. Accordingly, as of the Latest Practicable Date, we did not purchase any insurance to cover the risks relating to the contractual arrangements. Properties and Facilities We are headquartered in Shanghai and leased an aggregate of approximately74,000 square meters of offices and operation centers as of December 31, 2025. As of the same date, we leased properties with an aggregate gross floor area of over64,000 square meters in 32 major cities of 23 provinces and municipalities as retail stores for our BBM business line. In addition, as of December 31, 2025, we leased 29 warehouses with an aggregate gross floor area of over 670,000 square meters in Shanghai, Suzhou, Guangzhou, Langfang, Chengdu, Wuxi, Jiaxing, Jinan and Ezhou. Our premises are leased under operating lease agreements from unrelated third parties. In addition, as of December 31, 2025, we owned the land use right for an area of approximately 133,500 square meters, located in Suzhou, China, used as a warehouse. ​