Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2019shares | |
Document Type | 20-F |
Document Registration Statement | false |
Document Annual Report | true |
Document Period End Date | Dec. 31, 2019 |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-37385 |
Entity Registrant Name | Baozun Inc. |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | Building B, No. 1268 Wanrong Road |
Entity Address, City or Town | Shanghai |
Entity Address, Postal Zip Code | 200436 |
Entity Address, Country | CN |
Security Exchange Name | NASDAQ |
Entity Well-known Seasoned Issuer | Yes |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Emerging Growth Company | false |
Document Accounting Standard | U.S. GAAP |
Entity Shell Company | false |
Amendment Flag | false |
Trading Symbol | BZUN |
Entity Central Index Key | 0001625414 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2019 |
Document Fiscal Period Focus | FY |
ADS | |
Security 12b Title 1 | American Depositary Shares, each representingthree |
Common Class A [Member] | |
Security 12b Title 1 | Class A Ordinary Shares, par valueUS$0.0001 per share |
Entity Common Stock, Shares Outstanding | 174,918,929 |
Common Class B [Member] | |
Entity Common Stock, Shares Outstanding | 13,300,738 |
Ordinary shares [Member] | |
Entity Common Stock, Shares Outstanding | 188,219,667 |
Business Contact [Member] | |
Entity Address, Address Line One | Building B, No. 1268 Wanrong Road |
Entity Address, City or Town | Shanghai |
Entity Address, Postal Zip Code | 200436 |
Entity Address, Country | CN |
Contact Personnel Name | Robin Bin Lu |
City Area Code | 86 |
Local Phone Number | 21 8026-6000 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS ¥ in Thousands, $ in Thousands | Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) |
Current assets: | |||
Cash and cash equivalents | $ 164,390 | ¥ 1,144,451 | ¥ 457,340 |
Restricted cash | 54,922 | 382,359 | 56,074 |
Short-term investments | 121,239 | 844,040 | 56,535 |
Accounts receivable, net of allowance for doubtful accounts of RMB1,767 and RMB10,726 as of December 31, 2018 and 2019, respectively | 258,683 | 1,800,896 | 1,547,631 |
Inventories, net | 128,820 | 896,818 | 650,348 |
Advances to suppliers | 30,850 | 214,771 | 166,076 |
Prepayments and other current assets | 55,691 | 387,713 | 286,149 |
Amounts due from related parties | 2,776 | 19,323 | 32,270 |
Total current assets | 817,371 | 5,690,371 | 3,252,423 |
Non-current assets: | |||
Restricted cash | 0 | 0 | 69,441 |
Long-term time deposits | 30,092 | 209,495 | 0 |
Investments in equity investees | 5,368 | 37,373 | 33,974 |
Property and equipment, net | 59,704 | 415,648 | 402,740 |
Intangible assets, net | 21,696 | 151,041 | 132,393 |
Land use right, net | 6,114 | 42,567 | 43,593 |
Operating lease right-of-use assets | 63,287 | 440,593 | |
Goodwill | 1,950 | 13,574 | 13,158 |
Other non-current assets | 5,956 | 41,461 | 30,021 |
Deferred tax assets | 7,825 | 54,477 | 38,081 |
Total non-current assets | 201,992 | 1,406,229 | 763,401 |
TOTAL ASSETS | 1,019,363 | 7,096,600 | 4,015,824 |
Current liabilities: | |||
Short-term loans | 61,549 | 428,490 | 436,200 |
Accounts payable (including accounts payable of consolidated VIE without recourse to the Company of RMB4,891 and RMB5,048 as of December 31, 2018 and 2019, respectively) | 125,987 | 877,093 | 886,340 |
Notes payable | 30,264 | 210,693 | 26,770 |
Income tax payables | 11,774 | 81,966 | 62,764 |
Accrued expenses and other current liabilities (including accrued expenses and other current liabilities of the consolidated VIE without recourse to the Company of RMB6,884 and RMB14,520 as of December 31, 2018 and 2019, respectively) | 83,473 | 581,122 | 322,668 |
Amounts due to related parties | 976 | 6,796 | 13,994 |
Current operating lease liabilities | 19,802 | 137,855 | |
Total current liabilities | 333,825 | 2,324,015 | 1,748,736 |
Non-current liabilities: | |||
Long-term loan | 267,157 | 1,859,896 | 68,753 |
Deferred tax liability | 421 | 2,929 | 3,319 |
Long-term operating lease liabilities | 44,527 | 309,989 | |
Total non-current liabilities | 312,105 | 2,172,814 | 72,072 |
TOTAL LIABILITIES | 645,930 | 4,496,829 | 1,820,808 |
Redeemable non-controlling interests | 1,329 | 9,254 | |
Stockholders' Equity Attributable to Parent [Abstract] | |||
Additional paid-in capital | 289,326 | 2,014,227 | 1,903,503 |
Retained earnings | 75,555 | 526,009 | 244,712 |
Accumulated other comprehensive income | 4,077 | 28,380 | 29,222 |
Total Baozun Inc. shareholders' equity | 368,975 | 2,568,731 | 2,177,543 |
Noncontrolling interests | 3,129 | 21,786 | 17,473 |
Total equity | 372,104 | 2,590,517 | 2,195,016 |
TOTAL LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY | 1,019,363 | 7,096,600 | 4,015,824 |
Common Class A [Member] | |||
Stockholders' Equity Attributable to Parent [Abstract] | |||
Common Stock Value | 16 | 107 | 98 |
Common Class B [Member] | |||
Stockholders' Equity Attributable to Parent [Abstract] | |||
Common Stock Value | $ 1 | ¥ 8 | ¥ 8 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) ¥ in Thousands, $ in Thousands | Dec. 31, 2019CNY (¥)shares | Dec. 31, 2018CNY (¥)shares |
Accounts receivable, allowance for doubtful accounts | ¥ | ¥ 10,726 | ¥ 1,767 |
Accounts payable | 877,093 | 886,340 |
Accrued expenses and other current liabilities | ¥ 581,122 | ¥ 322,668 |
Common Class A [Member] | ||
Ordinary shares: | ||
Shares authorized | 470,000,000 | 470,000,000 |
Shares issued | 174,918,929 | 159,247,873 |
Shares outstanding | 174,918,929 | 159,247,873 |
Common Class B [Member] | ||
Ordinary shares: | ||
Shares authorized | 30,000,000 | 30,000,000 |
Shares issued | 13,300,738 | 13,300,738 |
Shares outstanding | 13,300,738 | 13,300,738 |
VIE [Member] | ||
Accounts receivable, allowance for doubtful accounts | ¥ | ¥ 10,726 | ¥ 1,767 |
Accounts payable | ¥ | 5,048 | 4,891 |
Accrued expenses and other current liabilities | ¥ | ¥ 14,520 | ¥ 6,884 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2019CNY (¥)¥ / sharesshares | Dec. 31, 2018CNY (¥)¥ / sharesshares | Dec. 31, 2017CNY (¥)¥ / sharesshares | |
Net revenues | ||||
Total net revenues | $ 1,045,447 | ¥ 7,278,192 | ¥ 5,393,037 | ¥ 4,148,808 |
Operating expenses: | ||||
Cost of products | (398,509) | (2,774,342) | (2,034,852) | (1,917,467) |
Fulfillment | (241,057) | (1,678,191) | (1,262,302) | (818,173) |
Sales and marketing | (260,801) | (1,815,642) | (1,338,970) | (910,843) |
Technology and content | (56,444) | (392,951) | (268,973) | (140,689) |
General and administrative | (30,978) | (215,660) | (154,845) | (116,554) |
Other operating income (expense), net | (2,550) | (17,753) | 22,678 | 11,250 |
Total operating expenses | (990,339) | (6,894,539) | (5,037,264) | (3,892,476) |
Income from operations | 55,108 | 383,653 | 355,773 | 256,332 |
Other income (expenses): | ||||
Interest income | 6,121 | 42,614 | 8,017 | 13,350 |
Interest expense | (8,807) | (61,316) | (13,058) | (4,252) |
Gain on disposal of investment | 0 | 0 | 0 | 5,464 |
Impairment loss of investments | (1,296) | (9,021) | (9,021) | (6,227) |
Exchange loss | (1,101) | (7,663) | (5,991) | (21) |
Income before income tax and share of income (loss) in equity method investment | 50,025 | 348,267 | 335,720 | 264,646 |
Income tax expense | (10,219) | (71,144) | (64,953) | (54,251) |
Share of income (loss) in equity method investment | 685 | 4,768 | (996) | (1,265) |
Net Income | 40,491 | 281,891 | 269,771 | 209,130 |
Net (income) loss attributable to non-controlling interests | 27 | 187 | (59) | (264) |
Net income attributable to redeemable non-controlling interests | (112) | (781) | ||
Net income attributable to ordinary shareholders of Baozun Inc. | $ 40,406 | ¥ 281,297 | ¥ 269,712 | ¥ 208,866 |
Net income per share attributable to ordinary shareholders of Baozun Inc.: | ||||
Basic | (per share) | $ 0.23 | ¥ 1.62 | ¥ 1.59 | ¥ 1.29 |
Diluted | (per share) | 0.23 | 1.57 | 1.50 | 1.19 |
Net income per American depositary shares ("ADS") attributable to ordinary shareholders of Baozun Inc.: | ||||
Basic | (per share) | 0.70 | 4.85 | 4.76 | 3.87 |
Diluted | (per share) | $ 0.68 | ¥ 4.72 | ¥ 4.51 | ¥ 3.56 |
Weighted average shares used in calculating net income per ordinary share: | ||||
Basic | 173,937,013 | 173,937,013 | 169,884,906 | 162,113,815 |
Diluted | 178,932,010 | 178,932,010 | 179,327,029 | 176,115,049 |
Product [Member] | ||||
Net revenues | ||||
Total net revenues | $ 491,561 | ¥ 3,422,151 | ¥ 2,516,862 | ¥ 2,257,632 |
Service [Member] | ||||
Net revenues | ||||
Total net revenues | $ 553,886 | ¥ 3,856,041 | ¥ 2,876,175 | ¥ 1,891,176 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | |||
Related-party revenues | ¥ 29,564 | ¥ 26,933 | ¥ 5,222 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||
Net income (loss) | $ 40,491 | ¥ 281,891 | ¥ 269,771 | ¥ 209,130 |
Other comprehensive income, net of tax of nil: | ||||
Foreign currency translation adjustment | (121) | (842) | 19,227 | (34,353) |
Comprehensive income | 40,370 | 281,049 | 288,998 | 174,777 |
Total comprehensive (income) loss attibutable to non-controlling interests | 27 | 187 | (59) | (264) |
Total comprehensive income attributable to redeemable non-controlling interests | (112) | (781) | ||
Total | $ 40,285 | ¥ 280,455 | ¥ 288,939 | ¥ 174,513 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY ¥ in Thousands, $ in Thousands | Ordinary shares [Member]CNY (¥)shares | Additional paid-in capital [Member]CNY (¥) | Retained earnings / (Accumulated deficit) [Member]CNY (¥) | Accumulated other comprehensive income [Member]CNY (¥) | Total Baozun shareholders' equity [Member]CNY (¥) | Noncontrolling Interest [Member]CNY (¥) | USD ($) | CNY (¥) |
Beginning balance at Dec. 31, 2016 | ¥ 100 | ¥ 1,761,430 | ¥ (233,866) | ¥ 44,348 | ¥ 1,572,012 | ¥ 1,572,012 | ||
Beginning balance, shares at Dec. 31, 2016 | shares | 159,411,982 | |||||||
Net income | 208,866 | 208,866 | ¥ 264 | 209,130 | ||||
Share-based compensation | 58,231 | 58,231 | 58,231 | |||||
Exercise of share options and vesting of restricted share units ("RSUs") | ¥ 3 | 4,264 | 4,267 | 4,267 | ||||
Exercise of share options and vesting of restricted share units ("RSUs") (in shares) | shares | 6,713,415 | |||||||
Acquisition of a subsidiary | 17,150 | 17,150 | ||||||
Foreign currency translation adjustment | (34,353) | (34,353) | (34,353) | |||||
Ending balance at Dec. 31, 2017 | ¥ 103 | 1,823,925 | (25,000) | 9,995 | 1,809,023 | 17,414 | 1,826,437 | |
Ending balance, shares at Dec. 31, 2017 | shares | 166,125,397 | |||||||
Net income | 269,712 | 269,712 | 59 | 269,771 | ||||
Share-based compensation | 75,862 | 75,862 | 75,862 | |||||
Exercise of share options and vesting of restricted share units ("RSUs") | ¥ 3 | 3,716 | 3,719 | 3,719 | ||||
Exercise of share options and vesting of restricted share units ("RSUs") (in shares) | shares | 6,423,214 | |||||||
Foreign currency translation adjustment | 19,227 | 19,227 | 19,227 | |||||
Ending balance at Dec. 31, 2018 | ¥ 106 | 1,903,503 | 244,712 | 29,222 | 2,177,543 | 17,473 | 2,195,016 | |
Ending balance, shares at Dec. 31, 2018 | shares | 172,548,611 | |||||||
Net income | 281,297 | 281,297 | 594 | $ 40,491 | 281,891 | |||
Net income attributable to redeemable non-controlling interests | (781) | (112) | (781) | |||||
Issuance of ordinary shares under ADS lending arrangement | ¥ 9 | 9 | 9 | |||||
Issuance of ordinary shares under ADS lending arrangement (in shares) | shares | 12,692,328 | |||||||
ADS lending arrangement in connection with issuance of convertible senior notes | 33,836 | 33,836 | 33,836 | |||||
Share-based compensation | 75,183 | 75,183 | 75,183 | |||||
Exercise of share options and vesting of restricted share units ("RSUs") | 1,705 | 1,705 | 1,705 | |||||
Exercise of share options and vesting of restricted share units ("RSUs") (in shares) | shares | 2,978,728 | |||||||
Contribution from non-controlling interests | 4,500 | 4,500 | ||||||
Foreign currency translation adjustment | (842) | (842) | (121) | (842) | ||||
Ending balance at Dec. 31, 2019 | ¥ 115 | ¥ 2,014,227 | ¥ 526,009 | ¥ 28,380 | ¥ 2,568,731 | ¥ 21,786 | $ 372,104 | ¥ 2,590,517 |
Ending balance, shares at Dec. 31, 2019 | shares | 188,219,667 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | |
Cash flows from operating activities: | ||||
Net income | $ 40,491 | ¥ 281,891 | ¥ 269,771 | ¥ 209,130 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||
Provision for allowance for doubtful accounts | 1,298 | 9,037 | 159 | 1,485 |
Inventory write-down | 10,941 | 76,169 | 38,725 | 42,313 |
Share-based compensation | 10,799 | 75,183 | 75,862 | 58,231 |
Depreciation and amortization | 17,251 | 120,096 | 72,175 | 50,615 |
Amortization of issuance cost of convertible senior notes | 2,379 | 16,563 | 0 | 0 |
Deferred income tax | (2,411) | (16,786) | (22,944) | (3,391) |
Loss on disposal of property and equipment | 501 | 3,489 | 2,063 | 1,056 |
Gain on disposal of investment | 0 | 0 | 0 | (5,464) |
Share of (income) loss in equity method investment | (685) | (4,768) | 996 | 1,265 |
Impairment loss of investments | 1,296 | 9,021 | 9,021 | 6,227 |
Exchange (gain) loss | 1,542 | 10,729 | 4,949 | (391) |
Changes in operating assets and liabilities: | ||||
Accounts receivable | (35,595) | (247,806) | (462,121) | (457,012) |
Inventories | (45,977) | (320,086) | (307,045) | (106,807) |
Advances to suppliers | (5,635) | (39,232) | (77,195) | (13,154) |
Prepayments and other current assets | (14,470) | (100,738) | (80,644) | (77,235) |
Amounts due from related parties | 1,860 | 12,947 | 56,525 | (50,023) |
Operating lease right-of-use assets | 3,513 | 24,456 | 0 | 0 |
Other non-current assets | (1,574) | (10,959) | (11,978) | (3,064) |
Accounts payable | (3,500) | (24,369) | 302,808 | 54,547 |
Notes payable | 26,419 | 183,923 | (21,230) | (67,140) |
Income tax payables | 2,758 | 19,202 | 32,344 | 14,609 |
Amounts due to related party | (1,034) | (7,198) | 13,994 | 0 |
Accrued expenses and other current liabilities | 34,835 | 242,521 | 5,263 | 175,129 |
Operating lease liabilities | (1,708) | (11,889) | 0 | 0 |
Net cash provided by (used in) operating activities | 43,294 | 301,396 | (98,502) | (169,074) |
Cash flows from investing activities: | ||||
Purchases of property and equipment | (13,110) | (91,266) | (123,014) | (267,028) |
Purchases of short-term investments | (220,062) | (1,532,028) | 0 | (272,614) |
Maturity of short-term investments | 110,025 | 765,969 | 256,079 | 0 |
Purchase of long-term time deposits | (30,394) | (211,599) | 0 | 0 |
Additions of intangible assets | (8,850) | (61,611) | (85,724) | (36,383) |
Purchases of land use right | 0 | 0 | 0 | (45,810) |
Investment in equity investees | (2,370) | (16,500) | (17,385) | 0 |
Net cash received (paid) for business combination | 1,951 | 13,584 | 0 | (17,031) |
Cash received for disposal of equity investees | 0 | 0 | 7,608 | 1,143 |
Loan to an equity investee without readily determinable fair value | 0 | 0 | 0 | (1,440) |
Net cash provided by (used in) investing activities | (162,810) | (1,133,451) | 37,564 | (639,163) |
Cash flows from financing activities: | ||||
Payment for public offering costs | 0 | 0 | 0 | (8,562) |
Proceeds from short-term borrowings | 131,661 | 916,603 | 780,123 | 329,392 |
Repayment of short-term borrowings | (132,769) | (924,313) | (515,923) | (157,392) |
Proceeds from long-term borrowings | 0 | 0 | 63,306 | 0 |
Repayment of long-term borrowings | (9,971) | (69,415) | 0 | 0 |
Capital contribution from NCI | 646 | 4,500 | 0 | 0 |
Proceeds from exercises of stock options | 245 | 1,705 | 3,719 | 4,267 |
Proceeds from issuance of convertible senior notes, net of issuance cost paid | 265,420 | 1,847,802 | 0 | 0 |
Proceeds from ADS lending | 1 | 9 | 0 | 0 |
Net cash provided by financing activities | 255,233 | 1,776,891 | 331,225 | 167,705 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 135,717 | 944,836 | 270,287 | (640,532) |
Cash, cash equivalents and restricted cash, beginning of year | 83,722 | 582,855 | 293,657 | 968,151 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (127) | (881) | 18,911 | (33,962) |
Cash, cash equivalents and restricted cash, end of year | 219,312 | 1,526,810 | 582,855 | 293,657 |
Restricted cash | 54,922 | 382,359 | 125,515 | 48,848 |
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | 219,312 | 582,855 | 582,855 | 293,657 |
Supplemental disclosure of cash flow information: | ||||
Cash paid for interest | 5,398 | 37,578 | 12,992 | 3,054 |
Cash paid for income tax | 9,872 | 68,728 | 55,553 | 43,034 |
Supplemental disclosures of non-cash investing and financing activities: | ||||
Unpaid public offering costs | 107 | 742 | 0 | 0 |
Receivable from disposal of equity investees | 0 | 0 | 0 | 7,608 |
Purchases of property and equipment included in payables | $ 8 | ¥ 59 | ¥ 2,534 | ¥ 0 |
Organization and Principal Acti
Organization and Principal Activities | 12 Months Ended |
Dec. 31, 2019 | |
Organization and Principal Activities | |
Organization and Principal Activities | 1. Organization and Principal Activities Baozun Inc. (the “Company”) was incorporated under the laws of Cayman Islands on December 18, 2013. The Company, its subsidiaries and its VIE (collectively referred to as the “Group”) are principally engaged to provide its customers with end-to-end E-commerce solutions including the sales of apparel, home and electronic products, online store design and setup, visual merchandising and marketing, online store operations, customer services, warehousing and order fulfillment. In 2014, the Group expanded their business and commenced their own online marketplace, Maikefeng, which operates as a mobile application and offers branded products at discounted prices. Maikefeng was operated by Shanghai Zunyi Business Consulting Ltd. ("Shanghai Zunyi" or "VIE"). To comply with the PRC law and regulations which restrict foreign ownership of companies that provide value-added telecommunication services in China, Shanghai Baozun entered into a series of contractual arrangements in April and July 2014 with Shanghai Zunyi and its respective shareholders through which the Company became the primary beneficiary of Shanghai Zunyi. Shanghai Zunyi was established in December 2010 and had no operations before July 2014. The Group began to consolidate Shanghai Zunyi in July 2014 upon entering into the VIE arrangements with Shanghai Zunyi. Maikefeng ceased its operation in 2017. Shanghai Zunyi currently provides brand e-commerce solutions to certain brand partners. As of December 31, 2019, the Company’s major subsidiaries and VIE are as follows: Date of Place of Legal incorporation incorporation ownership Subsidiaries: Baozun Hong Kong Holding Limited 10-Jan-14 HK 100 % Shanghai Baozun E-commerce Limited 11-Nov-03 PRC 100 % Shanghai Bodao E-commerce Limited 30-Mar-10 PRC 100 % Shanghai Yingsai Advertisement Limited 30-Mar-10 PRC 100 % Baozun Hongkong Limited 11-Sep-13 HK 100 % Shanghai Fengbo E-commerce Limited 29-Dec-11 PRC 100 % Baozun Hongkong Investment Limited 21-July-15 HK 100 % Baotong Hong Kong Holding Limited 5-May-16 HK 100 % Baotong E-logistics Technology (Suzhou) Limited 27-March-17 PRC 100 % VIE: Shanghai Zunyi Business Consulting Ltd. 31-Dec-10 PRC N/A History of the Group and reorganization under identical common ownership The Group’s history began in November 2003 with the commencement of operations of Shanghai Baozun E-commerce Limited (“Shanghai Baozun”), a limited liability company incorporated in the People’s Republic of China (“PRC”) by Mr. Vincent Wenbin Qiu, CEO of the Group, and 5 other individual founders (collectively known as “the Founding Shareholders”). From December 2009 to September 2012, Alibaba Investment Limited (“Alibaba”), Private Opportunities (Mauritius) I Limited (“Private Opportunities”), GS Investment Partners (Mauritius) I limited (“GS Investment”), Stelca Holding Ltd (“Stelca Holding”), New Access Capital Fund (“New Access”), Crescent Castle Holdings Ltd (“Crescent Castle”) and Infinity I-China Investment (Israel) L.P (“Infinity”) (collectively known as the “Investors”) each acquired 25.16%, 5.81%, 3.88%, 1.53%, 3.86%, 24.80% and 6.46%, respectively of equity interest in Shanghai Baozun. Starting December 2013, pursuant to a framework agreement entered into by the Founding Shareholders and all of the Investors, the Company undertook a series of reorganization transactions to redomicile its business from PRC to the Cayman Islands (the “Redomiciliation”). The main purpose of the Redomiciliation is to establish a Cayman holding company for the existing business in preparation for its overseas initial public offering. The Redomiciliation was subject to PRC government approval and executed in the following steps: 1) In December 2013, the Company was incorporated in the Cayman Islands to be the holding company of the Group. The Founding Shareholders subscribed to 29,983,883 ordinary shares of the Company at par value of US$ 0.0001 per share. 2) Upon obtaining all necessary approvals from the PRC government in May 2014, the Investors subscribed for convertible redeemable preferred shares at no consideration, all in the same proportions, on an as converted basis, as the percentage of equity interest they held in Shanghai Baozun in June 2014. Upon the issuance of preferred shares and ordinary shares in step 1), the equity structure of the Company is identical to that of Shanghai Baozun. 3) In July 2014, the Company legally acquired 100% of the equity interest of Shanghai Baozun from the Founding Shareholders and the Investors, thus Shanghai Baozun became a wholly owned subsidiary of the Company. The VIE arrangements Applicable PRC laws and regulations currently limit foreign ownership of companies that provide internet content distribution services. The Company is deemed a foreign legal person under PRC laws and accordingly subsidiaries owned by the Company are ineligible to engage in provisions of internet content or online services. The Group therefore conducted its online marketplace business, Maikefeng , which had ceased its operation, through its consolidated VIE, Shanghai Zunyi. Shanghai Zunyi was established by two of the Company’s Founding Shareholders in December 2010 and had no operations until July 2014 when the Group transferred the Maikefeng online marketplace business to Shanghai Zunyi. To provide the Group effective control over Shanghai Zunyi and receive substantially all of the economic benefits of Shanghai Zunyi, Shanghai Baozun entered into a series of contractual arrangements, described below, with Shanghai Zunyi and its individual shareholders. The agreements that provide the Company effective control over the VIE include: (i) (ii) The agreements that transfer economic benefits to the Company include: (i) (ii) fees by VIE under the Exclusive Technology Service Agreement and other amounts payable by the individual shareholders to Shanghai Baozun under other agreements. If the shareholders of Shanghai Zunyi or Shanghai Zunyi breach their respective contractual obligations, Shanghai Baozun, as pledgee, will be entitled to certain rights, including the right to dispose the pledged equity interests. Pursuant to the agreement, the shareholders of Shanghai Zunyi shall not transfer, assign or otherwise create any new encumbrance on their respective equity interest in Shanghai Zunyi without prior written consent of Shanghai Baozun. The pledge shall be continuously valid until all the obligations and payments due under the Exclusive Technology Service Agreement and certain other agreements have been fulfilled. These contractual arrangements allow the Company, through its wholly owned subsidiary, Shanghai Baozun, to effectively control Shanghai Zunyi, and to derive substantially all of the economic benefits from them. Accordingly, the Company treats Shanghai Zunyi as VIE and because the Company is the primary beneficiary of Shanghai Zunyi, the Company has consolidated the financial results of Shanghai Zunyi since July 2014. U.S. GAAP provides guidance on the identification of VIE and financial reporting for entities over which control is achieved through means other than voting interests. The Group evaluates each of its interests in an entity to determine whether or not the investee is a VIE and, if so, whether the Group is the primary beneficiary of such VIE. In determining whether the Group is the primary beneficiary, the Group considers if the Group (1) has power to direct the activities that most significantly affects the economic performance of the VIE, and (2) receives the economic benefits of the VIE that could be significant to the VIE. If deemed the primary beneficiary, the Group consolidates the VIE. Risks in relation to the VIE structure The Company believes that the contractual arrangements with Shanghai Zunyi are in compliance with PRC law and are legally enforceable based on the legal advice of the Company’s PRC legal counsel. However, uncertainties in the PRC legal system could limit the Company’s ability to enforce these contractual arrangements and the interests of the shareholders of Shanghai Zunyi may diverge from that of the Company and that may potentially increase the risk that they would seek to act contrary to the contractual terms, for example by influencing Shanghai Zunyi not to pay the service fees when required to do so. The Company’s ability to control Shanghai Zunyi also depends on the power of attorney Shanghai Baozun has to vote on all matters requiring shareholder approval. As noted above, the Company believes this power of attorney is legally enforceable but may not be as effective as direct equity ownership. In addition, if the legal structure and contractual arrangements were found to be in violation of any existing PRC laws and regulations, the Group may be subject to fines and the PRC government could: ● revoke the Group’s business and operating licenses; ● require the Group to discontinue or restrict the Group’s operations; ● restrict the Group’s right to collect revenues; ● block the Group’s websites; ● require the Group to restructure its operations in such a way as to compel the Group to establish a new enterprise, re-apply for the necessary licenses or relocate its businesses, staff and assets; ● impose additional conditions or requirements with which the Group may not be able to comply; or ● take other regulatory or enforcement actions against the Group that could be harmful to its business. The imposition of any of these penalties may result in a material and adverse effect on the Group’s ability to conduct its business. In addition, if the imposition of any of these penalties causes the Group to lose the rights to direct the activities of Shanghai Zunyi or the right to receive its economic benefits, the Group would no longer be able to consolidate the entity. The following amounts and balances of Shanghai Zunyi were included in the Group’s consolidated financial statement after the elimination of intercompany balances and transactions: As of December 31, 2018 2019 RMB RMB Cash and cash equivalent 4,102 4,218 Accounts receivable, net 319,946 266,717 Inventories, net 30 144 Advance to suppliers 693 933 Amounts due from related parties 12,144 45 Prepayments and other current assets 11,417 224 Investment in an equity investee without readily determinable fair value 5,464 — Property and equipment, net 4,352 3,716 Intangible assets 63 53 Other non-current assets 52 — Total assets 358,263 276,050 Accounts payable 4,891 5,048 Income tax payables 675 11,554 Accrued expenses and other current liabilities 6,884 14,520 Total liabilities 12,450 31,122 For Year Ended December 31, 2017 2018 2019 RMB RMB RMB Net revenues 253,551 490,796 626,912 Operating expenses 182,715 391,595 544,727 Net income 71,102 90,753 65,279 Net cash provided by (used in) operating activities 959 (5) 356 Net cash provided by (used in) investing activities 859 553 (240) The VIE contributed an aggregate of 6.11%, 9.10% and 8.61% of the consolidated net revenues for the years ended December 31, 2017, 2018 and 2019, respectively. As of December 31, 2018 and 2019, the VIE accounted for an aggregate of 8.92% and 3.89% of the consolidated total assets, respectively. As of December 31, 2018 and 2019, the VIE accounted for an aggregate of 0.68% and 0.69% of the consolidated total liabilities, respectively. There are no assets of the VIE that are collateral for the obligations of the VIE and can only be used to settle the obligations of the VIE. There are no terms in any arrangements, considering both explicit arrangements and implicit variable interests that require the Company or its subsidiaries to provide financial support to the VIE. However, if the VIE ever needs financial support, the Company or its subsidiaries may, at its option and subject to statutory limits and restrictions, provide financial support to its VIE through loans to the shareholders of the VIE or entrustment loans to the VIE. Relevant PRC laws and regulations restrict the VIE from transferring a portion of their net assets, equivalent to the balance of its statutory reserve and its share capital, to the Company in the form of loans and advances or cash dividends. |
Summary of Significant Principa
Summary of Significant Principal Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Principal Accounting Policies | |
Summary of Significant Principal Accounting Policies | 2. Summary of Significant Principal Accounting Policies (a) Basis of presentation The consolidated financial statements are prepared and presented in accordance with accounting principles generally accepted in the United States of America (‘‘U.S. GAAP’’). (b) Basis of consolidation The consolidated financial statements include the financial statements of the Company, its subsidiaries and VIE. All transactions and balances among the Company, its subsidiaries and the VIE have been eliminated upon consolidation. (c) Use of estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent liabilities at the balance sheet date, and the reported revenues and expenses during the reported period in the consolidated financial statements and accompanying notes. Significant accounting estimates are used for, inventory write-down, fair value measurement and impairment of investments, realization of deferred tax assets, assessment for useful life and impairment of long-lived assets and allowance for doubtful accounts. (d) Fair value Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. Authoritative literature provides a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows: ● Level 1-inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. ● Level 2-inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3-inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. The Group’s short-term financial instruments include cash and cash equivalents, restricted cash, short-term investments, receivables, payables, other current assets, amounts due from related parties, other current liabilities, amounts due to related parties and short-term loan. The carrying amounts of these short-term financial instruments approximate their fair values due to the short-term maturity of these instruments. The carrying amounts of the long-term time deposits and long-term bank borrowings approximate their fair values as the interest rates are comparable to the prevailing interest rates in the market. The carrying amount of the convertible senior notes approximates fair value due to the fact that the related interest rate approximates the rates currently offered by financial institutions for similar debt instruments of comparable maturities. The Group measures equity method investments at fair value on a nonrecurring basis when they are deemed to be impaired. The fair values of these investments are determined based on valuation techniques using the best information available. An impairment charge to these investments is recorded when the carry amount of an investment exceeds its fair value and this condition is determined to be other-than-temporary. During the years ended December 31, 2017, 2018 and 2019, no impairment of equity method investments was recorded. Upon the adoption of ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10) on January 1, 2018, the Group elected to measure equity investments that were accounted for under the cost method prior to the adoption and do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Certain equity investments without readily determinable fair values were measured at fair value due to the recognition of impairment losses during the years ended December 31, 2018 and 2019. Please refer to Note 9(b) for further discussion. (e) Concentration and risks Concentration of customers and suppliers The following customer accounted for 10% or more of net revenue for the years ended December 31, 2017, 2018 and 2019: For Year Ended December 31, 2017 2018 2019 RMB RMB RMB A 462,384 637,963 879,220 The following customer accounted for 10% or more of balances of accounts receivable as of December 31, 2018 and 2019: As of December 31, 2018 2019 RMB RMB A 318,396 397,999 The following suppliers accounted for 10% or more of purchases for the years ended December 31, 2017, 2018 and 2019: For Year Ended December 31, 2017 2018 2019 RMB RMB RMB B 938,128 1,300,297 1,775,444 C 474,399 * * Concentration of credit risk Financial instruments that potentially subject the Group to significant concentrations of credit risk primarily consist of cash and cash equivalents, restricted cash, short-term investments and accounts receivable. As of December 31, 2018 and 2019, all of the Group’s cash and cash equivalents, restricted cash and short-term investments were held by major financial institutions located in the PRC, Hong Kong, Japan and Taiwan which management believes are of high credit quality. Accounts receivable are typically unsecured and are derived from revenues earned from customers in the PRC. The risk with respect to accounts receivable is mitigated by credit evaluations the Group performs on its customers and its ongoing monitoring process of outstanding balances. Foreign Currency Risk Renminbi (“RMB”) is not a freely convertible currency. The State Administration of Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of RMB into foreign currencies. The value of RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. The Group had aggregated amounts of RMB416,461 and RMB1,105,803 of cash and cash equivalents, restricted cash and short-term investments denominated in RMB as of December 31, 2018 and 2019, respectively. (f) Foreign currency translation The Group’s reporting currency is RMB. The functional currency of the Company is the United States dollar (“US$”). The functional currency of the Group’s entities incorporated in Hong Kong is Hong Kong dollars (“HK$”). The functional currency of the Group’s subsidiaries in PRC is RMB. Monetary assets and liabilities denominated in currencies other than the applicable functional currencies are translated into the functional currencies at the prevailing rates of exchange at the balance sheet date. Nonmonetary assets and liabilities are remeasured into the applicable functional currencies at historical exchange rates. Transactions in currencies other than the applicable functional currencies during the year are converted into the functional currencies at the applicable rates of exchange prevailing at the transaction dates. Transaction gains and losses are recognized in the consolidated statements of operations. Assets and liabilities are translated from each entity’s functional currency to the reporting currency at the exchange rate on the balance sheet date. Equity amounts are translated at historical exchange rates, and revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income (loss) in the consolidated statements of changes in shareholders’ equity and consolidated statements of comprehensive income. (g) Convenience translation Translations of balances in the consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive loss and consolidated statements of cash flows from RMB into US$ as of and for the year ended December 31, 2019 are solely for the convenience of the readers and were calculated at the rate of US$1.00= RMB6.9618, representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on December 31, 2019. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2019, or at any other rate. (h) Cash and cash equivalents Cash and cash equivalents consist of cash on hand, demand deposits and highly liquid investments with an original maturity of less than three months. (i) Restricted cash Restricted cash consist primarily of (i) minimum cash deposits or cash collateral deposits required to be maintained with certain banks under the Group’s borrowing arrangements or in relation to bank guarantees issued on behalf of the Group (ii) deposit required by its business partners and (iii) security for issuance of commercial acceptance notes mainly relating to purchase of inventories. In the event that the obligation to maintain such deposits is expected to be terminated within the next twelve months, these deposits are classified as current assets. Otherwise, they are classified as non-current assets. All restricted cash is held by major financial institutions in segregated accounts. (j) Short-term investments Short-term investments primarily comprise of time deposits with maturities between three months and one year. (k) Accounts receivable, net Accounts receivable mainly represent amounts due from customers and are recorded net of allowance for doubtful accounts. The Group considers many factors in assessing the collectability of its accounts receivable, such as the age of the amounts due, the customer’s payment history, creditworthiness, financial conditions of the customers and industry trend. The Group makes specific allowance if there is evidence indicating that the accounts receivable is likely to be uncollectible. Accounts receivable balances are written off after all collection efforts have been exhausted. (l) Inventories, net Inventories, net, consisting of products available for sale, are valued at the lower of cost or market. Cost of inventories is determined using the weighted average cost method. Valuation of inventories is based on currently available information about expected recoverable value. The estimate is dependent upon factors such as historical trends of similar merchandise, inventory aging, historical and forecasted consumer demand and promotional environment. (m) Investments The Group’s investments include equity method investments and equity securities without readily determinable fair values. The Group uses the equity method to account for an equity investment over which it has significant influence but does not own a majority equity interest or otherwise control. The Group records equity method adjustments in share of earnings and losses. Equity method adjustments include the Group’s proportionate share of investee income or loss, adjustments to recognize certain differences between the Group’s carrying value and its equity in net assets of the investee at the date of investment, impairments, and other adjustments required by the equity method. Dividends received are recorded as a reduction of carrying amount of the investment. Cumulative distributions that do not exceed the Group’s cumulative equity in earnings of the investee are considered as a return on investment and classified as cash inflows from operating activities. Cumulative distributions in excess of the Group’s cumulative equity in the investee’s earnings are considered as a return of investment and classified as cash inflows from investing activities. Equity securities without readily determinable fair values and over which the Group does not have significant influence are measured and recorded using a measurement alternative that measures the securities at cost minus impairment, if any, plus or minus changes resulting from qualifying observable price changes. Prior to January 1, 2018, these securities were accounted for using the cost method of accounting, measured at cost less other-than-temporary impairment. (n) Property and equipment, net Property and equipment are stated at cost less accumulated depreciation and impairment. Property and equipment are depreciated at rates sufficient to write off their costs less impairment and residual value, if any, over the estimated useful lives on a straight-line basis. The estimated useful lives and residual rates are as follows: Classification Useful years Residual rate Electronic devices 3 years 0% - 5% Vehicle 5 years 5% Furniture and office equipment 5 years 5% Machinery 10 years 5% Buildings 44 years 5% Leasehold improvement Over the shorter of the expected life of leasehold improvements or the lease term 0% Repairs and maintenance costs are charged to expenses as incurred, whereas the cost of renewals and betterment that extends the useful lives of property and equipment are capitalized as additions to the related assets. Gains and losses from the disposal of property and equipment are included the consolidated statements of operations. (o) Intangible assets, net Intangible assets mainly consist of trademark, internally developed software and supplier relationship. Trademark is recorded at cost and amortized on a straight-line basis over the estimated economic useful lives of 10 years. For internally developed software, the Group expenses all internal-use software costs incurred in the preliminary project stage and capitalized direct costs associated with the development of internal-use software. This internally developed software mostly consisted of order management, customer management and retailing solution systems, which are amortized over 3 years on a straight-line basis. Supplier relationship is generated from a business combination in 2017, representing the relationship that arose as a result of existing supply agreements with certain brand partners of the subsidiary. Supplier relationship is recorded at fair value, and amortized on a straight-line basis over the estimated useful life of 10 years. (p) Goodwill Goodwill represents the excess of the purchase consideration over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed from the acquired entity as a result of the Company’s acquisition of interests in a subsidiary. Goodwill is not amortized but is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that it might be impaired. The Company first assesses qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. In the qualitative assessment, the Company considers primary factors such as industry and market considerations, overall financial performance of the reporting unit, and other specific information related to the operations. Based on the qualitative assessment, if it is more likely than not that the fair value of each reporting unit is less than the carrying amount, the quantitative impairment test is performed. In performing the two-step quantitative impairment test, the first step compares the fair values of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit’s goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. This allocation process is only performed for the purposes of evaluating goodwill impairment and does not result in an entry to adjust the value of any assets or liabilities. Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units, allocation of assets, liabilities and goodwill to reporting units, and determination of the fair value of each reporting unit. (q) Impairment of long-lived assets The Group evaluates the recoverability of long-lived assets with determinable useful lives whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. The Group measures the carrying amount of long-lived asset against the estimated undiscounted future cash flows associated with it. Impairment exists when the sum of the expected future net cash flows is less than the carrying value of the asset being evaluated. Impairment loss is calculated as the amount by which the carrying value of the asset exceeds its fair value. Fair value is estimated based on various valuation techniques and assumptions including future cash flows over the life of the asset being evaluated and discount rate. These assumptions require significant judgment and may differ from actual results. No impairment charge was recognized for any of the years ended December 31, 2017, 2018 and 2019. (r) Revenue In May 2014, the FASB issued an accounting standards update Revenue from Contracts with Customers (ASC Topic 606) that changes the revenue recognition for companies that enter into contracts with customers to transfer goods or services. The standard is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner depicting the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. The Group adopted the standard on January 1, 2018 using a full retrospective approach. The full retrospective method requires an entity to present financial statements for all periods as if the new revenue standard had been applied to all prior periods. With the adoption of ASC 606, the Group recognizes allowance for estimated sales returns on a gross basis rather than a net basis on the consolidated balance sheet. The Group records a right of return asset for products the Group expects to receive back from customers within other current assets and a liability for refunds payable within accrued expenses and other current liabilities on the consolidated balance sheet. The Group’s revenue recognition policies effective on the adoption date of ASC 606 are as follows: The Group provides brand e-commerce solutions to its brand partners. And its revenues are derived principally from product sales and services. Product Sales The Group generates product sales revenues primarily through selling products on behalf of brand partners to consumers under the distribution model. Under this model, the Group identified one performance obligation which is to sell goods selected and purchased from its brand partners and/or their authorized distributors directly to customers through online stores it operates. Revenue under the distribution model is recognized on a gross basis and presented as product sales on the consolidated statements of operations, because (i) the Group rather than the brand partner, is primarily responsible for fulfilling the promise to provide the specified good; (ii) the Group bears the physical and general inventory risk once the products are delivered to its warehouse; (iii) the Group has discretion in establishing price. Product sales, net of discounts, return allowances, value added tax and related surcharges are recognized at the point in time when customers accept the products upon delivery. Revenues are measured as the amount of consideration the Group expects to receive in exchange for transferring products to consumers. Return allowances, which reduce revenue, are estimated utilizing the most likely amount method based on historical data the Group has maintained and its analysis of returns by categories of products. The majority of the Group’s customers make online payments through third-party payment platforms when they place orders on websites of the Group’s online stores. The funds will not be released to the Group by these third-party payment platforms until the customers accept the delivery of the products at which point the Group recognizes sales of products. A portion of the Group’s customers pay upon the receipt of products. The Group’s delivery service providers collect the payments from its customers for the Group. The Group records a receivable on the balance sheet with respect to cash held by third-party couriers. The Group utilizes delivery service providers to deliver products to its consumers ("shipping activities") but the delivery service is not considered as a separate obligation as the shipping activities are performed before the consumers obtain control of the products. Therefore, shipping activities are not considered a separate promised service to the consumers but rather are activities to fulfill the Group’s promise to transfer the products and are recorded as fulfillment expenses. Services In some instances, the Group acts as a service provider, under the consignment or service fee model, to facilitate its brand partners’ online sales of their branded products with the performance obligations to provide a variety of e-commerce services including IT solutions, online store operation, digital marketing, customer service and warehousing and fulfillment services, of which brand partners may elect to use all or some that best fit their needs. Each category of the service provided is considered as one performance obligation as they are distinct from each other. Most of the Group’s service contracts including multiple performance obligations as they include provision of a combination of various services based on the brand partner’s requirements. The Group charges its brand partners a combination of fix fees and/or variable fees based on the value of merchandise sold or other variable factors such as number of orders fulfilled. The transaction price is allocated to each performance obligation using the relative stand-alone selling price. The Group generally determines the stand-alone selling price based on the prices charged to comparable customers or expected cost plus margin. Revenue generated from IT solutions such as one-time online store design and setup services is recognized when the services are rendered while revenue generated from other services are recognized over the service term. The Group applies the practical expedient to recognize the services except for one-time online store design and setup services in the amount to which the Group has a right to invoice on a monthly basis with a credit period of one month to four months. Revenue generated from these service arrangements is recognized on a gross basis and presented as services revenue on the consolidated statements of operations. All the costs that the Group incurs in the provision of the above services are classified as operating expenses on the consolidated statements of operations. Contract balances Timing of revenue recognition may differ from the timing of invoicing to customers. Accounts receivable represents amounts invoiced and revenue recognized prior to invoicing when the Group has satisfied its performance obligation and has the unconditional right to payment. The Group sometimes receives advance payments from consumers before the service is rendered, which is recorded as advance from customers included in the accrued expenses and other current liabilities on the consolidated balance sheet. Practical Expedients and Exemptions The Group elects not to disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less (ii) contracts for which the Group recognizes revenue at the amount to which it has the right to invoice for services performed and (iii) contracts with variable consideration related to wholly unsatisfied performance obligations. Please refer to Note 3 of the Consolidated Financial Statements for further discussion on revenue. (s) Cost of products Cost of product consists of the purchase price of products and inbound shipping charges, as well as inventory write-downs. Shipping charges to receive products from the suppliers are included in the inventories, and recognized as cost of products upon sale of the products to the customers. Cost of products does not include other direct costs related to cost of product sales such as shipping and handling expense, payroll and benefits of logistic staff, logistic centers rental expenses and depreciation expenses, etc. Therefore, the Group’s cost of products may not be comparable to other companies which include such expenses in their cost of products. (t) Rebates Rebates are provided by brand partners under the distribution model and determined based on the product purchase volume on a monthly, quarterly or annual basis. The Group accounts for the volume rebates as a reduction to the price it pays for the products subject to the rebate determination. When volume rebates can be reasonably estimated based on the Group’s past experiences and current forecasts, a portion of the rebate is recognized as the Group makes progress towards the purchase threshold. Rebates are also provided as negotiated between the Group and its brand partners, which is recorded as reductions of cost of products in the consolidated statements of operations when the amounts are agreed by both parties. (u) Fulfillment Fulfillment costs primarily represent shipping and handling expenses, payment processing and related transaction costs, packaging material costs and those costs incurred in outbound shipping, operating and staffing the Group’s fulfillment and customer service center, including costs attributable to buying, receiving, inspecting and warehousing inventories; picking, packaging and preparing customer orders for shipment. (v) Sales and marketing Sales and marketing expenses primarily consist of payroll, bonus and benefits of sales and marketing staff, advertising costs, agency fees and costs for promotional materials. Advertising costs are expensed as incurred. Advertising and promotion costs in connection with the provision of marketing and promotion services to brand clients consisted of fees the Group pays to third party venders for advertising and promotion on various online and offline channels. Such costs were included as sales and marketing in the consolidated statements of operations and totaled RMB362,721,RMB619,841 and RMB869,977 for the years ended December 31, 2017, 2018 and 2019, respectively. (w) Technology and content Technology and content expenses consist primarily of technology infrastructure expenses, payroll and related expenses for employees in technology and system department, editorial content, as well as costs associated with the computer, storage and telecommunications infrastructure for internal use. (x) General and administrative General and administrative expenses consist of payroll related expenses for corporate employees, professional service fees and other corporate overhead costs. (y) Other operating income (expense), net Other operating income mainly consists of government subsidies and income derived from American Depositary Receipt (“ADR”) arrangements entered into between the Company and an ADR depositary bank (“DB”) in May 2015. Government subsidies consist of cash subsidies received by the Company’s subsidiaries in the PRC from local governments. Subsidies received as incentives for conducting business in certain local districts with no performance obligation or other restriction as to the use are recognized when cash is received. Cash subsidies of RMB10,308, RMB25,477 and RMB25,761 were included in other operating income (expenses), net for the years ended December 31, 2017, 2018 and 2019, respectively. Subsidies received with performance obligations are recognized when all the obligations have been fulfilled. According to the ADR arrangements, the Company has the right to receive series of reimbursements after the closing of IPO over the five-year term as a return of using DB’s services. Total reimbursements are recognized over the contract term as other operating income. For the years ended December 31, 2017, 2018 and 2019, the Group recorded other operating income of RMB2,517, RMB2,856 and RMB3,231, respectively. Other operating expense for the year ended December 31, 2019 mainly consists of an operating loss of RMB45,469 relating to an accidental fire that occurred at a third-party warehouse in Shanghai on October 29, 2019. (z) Share-based compensation The Company grants share options and restricted share units to eligible employees, management and directors and accounts for these share-based awards in accordance with ASC 718 Compensation-Stock Compensation. Employees’ share-based awards are measured at the grant date fair value of the awards and recognized as expenses a) immediately at grant date if no vesting conditions are required; or b) using graded vesting method, net of estimated forfeitures, over the requisite service period, which is the vesting period. All transactions in which goods or services are received in exchange for equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. In determining the fair value of the restricted share units granted, the closing market price of the underlying shares on the grant date is applied. Forfeitures are estimated at the time of grant and revised in the subsequent periods if actual forfeitures differ from those estimates. For modification of share-based awards, the Company records the incremental fair value of the modified award as share-based compensation on the date of modification for vested awards or over the remaining vesting period for unvested awards with any remaining unrecognized compensation expenses of the original awards. The incremental compensation is the excess of the fair value of the modified award on the date of modification over the fair value of the original award immediately before the modification. (aa) Income tax Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. The Group accounts for current income taxes on the basis of net income for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions. The Group accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the temporary differences between the financial statements carrying amounts and tax bases of existing assets and liabilities by applying enacted statutory tax rates that will be in effect in the period in which the temporary differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, based upon the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized in the consolidated statements of operations in the period of change. The impact of an uncertain income tax position on the income tax retur |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2019 | |
Revenue | |
Revenue | 3. Revenue For the years ended December 31, 2017, 2018 and 2019, all of the Group’s revenues were generated in the PRC. The disaggregated revenues by types and the timing of transfer of goods or services were as follows: Disaggregation of revenues For Year Ended December 31, 2017 2018 2019 RMB RMB RMB Product sales 2,257,632 2,516,862 3,422,151 Service - online store operations, digital marketing, customer service, warehousing and fulfillment and IT maintenance service which revenues are recognized over time 1,863,446 2,835,206 3,817,450 - one-time online store design and setup services which revenue is recognized at point of time 27,730 40,969 38,591 Total revenue 4,148,808 5,393,037 7,278,192 Contract Liability The movement of the advances from customers for the years ended December 31, 2018 and 2019 were as follows: Advances from Customers Opening Balance as of January 1, 2018 25,148 Increase/(decrease), net (6,760) Ending Balance as of December 31, 2018 18,388 Increase/(decrease), net 6,360 Ending Balance as of December 31, 2019 24,748 Revenue amounted RMB25,148 and RMB18,388 were recognized in the years ended December 31, 2018 and 2019, respectively that were included in the balance of advance from customers at the beginning of each year. |
Accounts receivable, net
Accounts receivable, net | 12 Months Ended |
Dec. 31, 2019 | |
Accounts receivable, net | |
Accounts receivable, net | 4. Accounts receivable, net Accounts receivable, net, consists of the following: As of December 31, 2018 2019 RMB RMB Accounts receivable 1,549,398 1,811,622 Allowance for doubtful accounts: Balance at beginning of the year (1,658) (1,767) Additions (159) (9,037) Write-offs 50 78 Balance at end of the year (1,767) (10,726) Accounts receivable, net 1,547,631 1,800,896 |
Inventories, net
Inventories, net | 12 Months Ended |
Dec. 31, 2019 | |
Inventories, net | |
Inventories, net | 5. Inventories, net Inventories, net consist of the following: As of December 31, 2018 2019 RMB RMB Products 696,515 973,327 Packing materials and others 77 122 Inventories 696,592 973,449 Inventory write-down: Balance at beginning of the year (32,335) (46,244) Additions (38,725) (76,169) Write-offs 24,816 45,782 Balance at end of the year (46,244) (76,631) Inventories, net 650,348 896,818 Inventories write-downs of RMB42,313, RMB38,725 and RMB51,975 were recorded in cost of products in the consolidated statements of operations for the years ended December 31, 2017, 2018 and 2019, respectively. Inventories write-down of RMB24,194 was recorded in other operating income (expense), net in the consolidated statements of operations for the year ended December 31, 2019 as it related to an accidental fire that occurred at a third-party warehouse in Shanghai on October 29, 2019. |
Prepayments and other current a
Prepayments and other current assets | 12 Months Ended | |
Dec. 31, 2019 | ||
Prepayments and other current assets | ||
Prepayments and other current assets | 6. Prepayments and other current assets Prepayments and other current assets consist of the following: As of December 31, 2018 2019 RMB RMB Rebate receivable from suppliers 197,178 281,095 Prepaid expenses 31,559 28,992 Interest receivables 3,399 21,829 Deposits (1) 12,155 18,972 Value-added tax (“VAT”) recoverable 26,747 13,283 Employee advances (2) 3,608 2,317 Others 11,503 21,225 Prepayment and other current assets 286,149 387,713 (1) Deposits represent rental deposits and deposits paid to third-party platforms. (2) Employee advances represent cash advanced to online store managers for store daily operation, such as online store promotion activities . | [1],[2] |
[1] | Deposits represent rental deposits and deposits paid to third-party platforms. | |
[2] | Employee advances represent cash advanced to online store managers for store daily operation, such as online store promotion activities . |
Property and equipment, net
Property and equipment, net | 12 Months Ended |
Dec. 31, 2019 | |
Property and equipment, net | |
Property and equipment, net | 7. Property and equipment, net Property and equipment, net, consists of the following: As of December 31, 2018 2019 RMB RMB Electronic devices 130,725 148,407 Vehicle 4,872 3,479 Furniture and office equipment 20,760 39,280 Leasehold improvement 168,899 211,087 Machinery 17,684 14,560 Buildings 198,264 198,263 Total 541,204 615,076 Accumulated depreciation and amortization (138,464) (199,428) Property and equipment, net 402,740 415,648 Depreciation and amortization expenses were RMB37,436,RMB51,669 and RMB75,775 for the years ended December 31, 2017, 2018 and 2019, respectively. |
Intangible assets, Net
Intangible assets, Net | 12 Months Ended |
Dec. 31, 2019 | |
Intangible assets, Net | |
Intangible assets, Net | 8. Intangible assets, Net Intangible assets, net, consist of the following: As of December 31, 2018 2019 RMB RMB Internally developed software 171,801 233,366 Trademark 692 1,070 Supplier relationship 15,620 15,620 Accumulated amortization (55,720) (99,015) Intangible assets, net 132,393 151,041 Amortization expenses for intangible assets were RMB12,837, RMB19,481 and RMB43,295 for the years ended December 31, 2017, 2018 and 2019, respectively. Estimated amortization expenses of the existing intangible assets for the next five years are RMB55,054, RMB47,046, RMB25,727, RMB9,168 and RMB8,016. |
Investments in equity investees
Investments in equity investees | 12 Months Ended |
Dec. 31, 2019 | |
Investments in equity investees | |
Investments in equity investees | 9. Investments in equity investees (a) Investments in equity method investees The Group holds 51% equity interest and CJ O Shopping holds 49% equity interest of Shanghai Baozun-CJ E-commerce Co., Ltd. ("BCJ"). Prior to October 2019, as significant operational matters require the agreement of CJ O Shopping, the Group accounted for this investment using the equity method. Share of loss in equity method investment of RMB1,265, RMB2,175 and RMB1,099 was recognized for the years ended December 31, 2017, 2018 and period ended October 15, 2019, respectively. In October 2019, the Group and CJ O Shopping signed an agreement whereby CJ O Shopping waived its participating rights in exchange for a put option that allows CJ O Shopping to sell its 49% equity interest in the BCJ for a consideration of approximately RMB9.2 million in the event that BCJ’s net assets is less than RMB3,000. As such, the Group has obtained control over BCJ and accounted for BCJ as a consolidated subsidiary. The gain as the difference between the carrying amount of its previously held equity interest in BCJ upon consolidation which was RMB8,848 and the acquisition-date fair value was immaterial. The fair value of the put option on the acquisition date was nil based on a valuation performed by the Group. The fair values of acquired assets, assumed liabilities and noncontrolling interests of CJ O Shopping on the acquisition date were RMB41,920, RMB24,536 and RMB8,473, respectively. (Note 13) In January 2018, the Group invested RMB13,328 to establish an E-commerce joint venture with Beijing Pengtai Interactive Advertising Co., Ltd. (“Beijing Pengtai”) through a joint venture agreement. Baozun holds 49% equity interest and Beijing Pengtai holds 51% equity interest. Share of income in equity method investment of RMB1,229 and RMB6,975 was recognized for the years ended December 31, 2018 and 2019, respectively. In July 2018, the Group entered into a joint venture agreement to establish an E-commerce joint venture with FRAG COMERCIO International SL (“FRAG”), each % equity interest with a total consideration of RMB500. Share of loss in equity method investment of RMB50 and RMB450 was recognized for the years ended December 31, 2018 and 2019. In June 2019, the Group entered into an agreement with Hangzhou Juxi Technology Co., Ltd. ("Juxi") to acquire 10% equity interest with a total consideration of RMB15,000. As the Group has significant influence over Juxi, it is accounted for under the equity method of accounting. Share of loss in equity method investment of RMB595 was recognized for the year ended December 31, 2019. In December 2019, the Group entered into an agreement with Jiangsu Shanggao Supply Chain Co., Ltd. ("Shanggao") to acquire 10% equity interest with a total consideration of RMB1,500. As the Group has significant influence over Shanggao, it is accounted for under the equity method to accounting. Share of loss in equity method investment of RMB63 was recognized for the year ended December 31, 2019. (b) Investments in equity securities without readily determinable fair values As of December 31, 2018 and 2019, investments in equity securities without readily determinable fair value were RMB9,021 and RMB nil, respectively. The Group is required to perform an impairment assessment of its investments whenever events or changes in business circumstances indicate that the carrying value of the investment may not be fully recoverable. The Group recognized impairment losses of RMB6,227, RMB9,021, and RMB9,021 for the years ended December 31, 2017, 2018 and 2019, respectively. As of December 31, 2019, The Group's equity investments in four private companies that operate in the online tool and marketplace development and digital marketing solution businesses had been fully impaired due to their deteriorating financial conditions. |
Short-term and long-term loan
Short-term and long-term loan | 12 Months Ended |
Dec. 31, 2019 | |
Short-term and long-term loan | |
Short-term and long-term loan | 10. Short-term and long-term loan The short-term and long-term loan as of December 31, 2018 and 2019 were as follows: As of December 31, 2018 2019 RMB RMB Short- term loan Short-term bank borrowings 436,200 428,490 Long-term loan Long-term bank borrowings 68,753 — Convertible senior notes — 1,859,896 Total 68,753 1,859,896 Short-term bank borrowings In 2018 and 2019, the Group entered one-year credit facilities with several Chinese Commercial Banks that provide for revolving line of credit for the Group. Under such credit facilities, the Group can borrow up to RMB1,170,000 and RMB1,133,134 respectively which can only be used to maintain daily operation. As of December 31, 2018, the Group drawn short-term bank borrowings from the credit facilities in the amount of RMB436,200 with a cash deposit of RMB3,600 pledged at the weighted average interest rate of 4.75% per annum. As of December 31, 2019, the Group drawn short-term bank borrowings from the credit facilities in the amount of RMB178,490 with a cash deposit of RMB7,500 pledged at the weighted average interest rate of 4.52% per annum. As of December 31, 2018, credit facilities in the amounts of RMB138,847 and RMB18,739 were used to issue the letters of guarantee with an aggregate maximum of RMB167,104, and notes payable with an aggregate maximum of RMB26,770, respectively. As such, RMB579,814 of the credit facilities was available for future borrowing at the end of 2018. The credit facilities will expire during the period from March 2019 to December 2020. As of December 31, 2019, credit facilities in the amounts of RMB121,069 and RMB150,226 were used to issue the letters of guarantee with an aggregate maximum of RMB151,322 and notes payable with an aggregate maximum of RMB210,693, respectively. As such, RMB690,849 of the credit facilities was available for future borrowing at the end of 2019. The credit facilities will expire during the period from March to December 2020. In October 2019, the Group entered into a one-year bank loan contract under which the Group can borrow up to RMB700,000 by October 2020 and the actual draw down amount is subject to the deposit pledged. As of December 31, 2019, the Group drawn down RMB250,000 with the deposit pledged of RMB273,740 at an interest rate of 4.24%. Long-term bank borrowings In January 2018, the Group entered into a three-year bank loan contract under which the Group can borrow up to US$ 50,000 by December 2020 and the actual draw down amount is subject to the deposit pledged. As of December 31, 2018, the Group has drawn down US$ 10,000 (RMB68,753) with the deposit pledged of US$ 10,100 and the interest rate is based on the three-month Libor Interest expenses related to bank borrowings were RMB4,252, RMB13,058 and RMB21,936 for the years ended December 31, 2017, 2018 and 2019, respectively. Convertible Senior Notes due 2024 On April 10, 2019, the Company issued US$275 million of Convertible Senior Notes (“the Notes”). The Notes mature on May 1, 2024 and bear interest at a rate of 1.625% per annum, payable in arrears semi-annually on May 1 and November 1, beginning November 1, 2019. Holders of the Notes have the option to convert their Notes at any time prior to the close of business on the second business day immediately preceding the maturity date. The Notes can be converted into the Company’s ADSs at an initial conversion rate of 19.2308 of the Company’s ADSs per US$1,000 principal amount of the Notes (equivalent to an initial conversion price of US$52 per ADS). The conversion rate is subject to adjustment in some events but is not adjusted for any accrued and unpaid interest. In addition, following a make-whole fundamental change (as defined in the Indenture) that occur prior to the maturity date or following the Company’s delivery of a notice of a tax redemption, the Company will increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event or such tax redemption. The holders may require the Company to repurchase all or portion of the Notes for cash on May 1, 2022, or upon a fundamental change, at a repurchase price equal to 100% of the principal amount, plus accrued and unpaid interest. The Company believes that the likelihood of occurrence of events considered a fundamental change is remote. The Company did not identify any embedded features that are subject to separate accounting. The conversion option meets the scope exception for derivate accounting as it is indexed to the Company’s own stock and classified in stockholders’ equity. Other embedded features including the mandatory redemption feature and the contingent put option upon fundamental changes are considered clearly and closely related to the debt host therefore no separate accounting is required. In addition, there is no beneficial conversion feature recognized as the set conversion prices for the Notes are greater than the fair values of the ordinary share price at the date of issuance. Therefore, the Company accounted for the Notes as a single instrument under long-term loan. Issuance costs related to the Notes is recorded in consolidated balance sheet as a direct deduction from the principal amount of the Notes, and is amortized over the period from April 10, 2019, the date of issuance, to May 1, 2022, the first put date of the Notes, using the effective interest method. In 2019, proceeds to the Company were RMB1,847,060 (equivalently US$269 million), net of issuance costs of RMB41,530 (equivalently US$6 million). ADS Lending Arrangement Concurrent with the offering of the Notes, the Company entered into ADS lending agreements with the affiliates of the initial purchasers of the Notes (“ADS Borrowers”), pursuant to which the Company lent to the ADS Borrowers 4,230,776 ADSs (the “Loaned ADSs”) at a price equal to par, or $0.0003 per ADS (“ADS lending arrangement”). The purpose of the ADS lending arrangements is to facilitate privately negotiated transactions in which the ultimate holders of the Notes may elect to hedge their investment in the related notes. As of December 31, 2019, the outstanding number of Loaned ADSs was 4,230,776. The Loaned ADSs must be returned to the Company by the earliest of (a) the maturity date of the Notes, May 1, 2024, (b) upon the Company’s election to terminate the ADS lending agreement at any time after the later of (x) the date on which the entire principal amount of the Notes ceases to be outstanding, and (y) the date on which the entire principal amount of any additional convertible securities that the Company has in writing consented to permit the ADS Borrower to hedge under the ADS lending agreement ceases to be outstanding, in each case, whether as a result of conversion, redemption, repurchase, cancellation or otherwise; and (c) the termination of the ADS lending agreement. The Company is not required to make any payment to the initial purchasers or ADS Borrower upon the return of the Loaned ADSs. The ADS Borrowers do not have the choice or option to pay cash in exchange for the return of the Loaned ADSs. No collateral is required to be posted for the Loaned ADSs. The initial purchasers are required to remit to the Company any dividends paid to the holders of the Loaned ADSs. The ADS Borrowers are not entitled to vote on the Loaned ADS. In accordance with ASC 470-20, the Company has accounted for the ADS lending agreement initially at fair value and recognized it as an issuance cost associated with the convertible debt offering. As a result, additional debt issuance costs of RMB33,836 (equivalently US$5 million) were recorded on the issuance date with a corresponding increase to additional paid-in-capital. This debt issuance costs have also been amortized from the date of issuance to the put date of Notes, using the effective interest method. Although legally issued, the Loaned ADSs are not considered outstanding, and then excluded from basic and diluted earnings per share unless default of the ADS lending arrangement occurs, at which time the Loaned ADSs would be included in the basic and diluted earnings per share calculation. As of December 31, 2019, it is not probable that the ADS Borrower or the counterparty to the ADS lending arrangement will default. Interest expenses related to the Notes were RMB39,380 for the year ended December 31, 2019. |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Accrued expenses and other current liabilities | |
Accrued expenses and other current liabilities | 11. Accrued expenses and other current liabilities Accrued expenses and other current liabilities consist of the following: As of December 31, 2018 2019 RMB RMB Logistics expenses accruals 102,717 317,282 Advances from customers 18,388 24,748 Outsourced labor cost payable 47,154 63,136 Salary and welfare payable 77,172 90,895 Professional fee accruals 7,461 10,994 Marketing expenses accruals 42,689 26,504 Other tax payable 8,189 5,003 Sales return accrual 3,733 6,898 Loss provision for accidental fire (1) — 21,275 Others 15,165 14,387 Accrued expenses and other current liabilities 322,668 581,122 (1) Loss provision for accidental fire represents potential compensation to brand partners for damaged goods owned by them and under the Group's warehousing and fulfillment services, and legal and other expenses relating to an accidental fire that occurred at a third-party warehouse in Shanghai on October 29, 2019. |
Income tax
Income tax | 12 Months Ended |
Dec. 31, 2019 | |
Income tax | |
Income tax | 12. Income tax Under the current laws of the Cayman Islands, the Company incorporated in the Cayman Islands is not subject to tax on income or capital gain. Additionally, the Cayman Islands does not impose a withholding tax on payments of dividends to shareholders. Under the Hong Kong Inland Revenue Ordinance, the Company’s subsidiaries incorporated in Hong Kong are subject to 16.5% Hong Kong profit tax on its taxable income generated from operations in Hong Kong. On April 1, 2018, a two-tiered profits tax regime was introduced. The profits tax rate for the first HK $2 million of profits of corporations is lowered to 8.25%, while profits above that amount continue to be subject to the tax rate of 16.5%. Under the Law of the People’s Republic of China on Enterprise Income Tax (‘‘EIT Law’’), the Group’s subsidiaries and VIE domiciled in the PRC are subject to 25% statutory rate. According to Guoshuihan 2009 No. 203, if an entity is certified as an “High and New Technology Enterprise,” it is entitled to a preferential income tax rate of 15%. VIE obtained the certificate of “High and New Technology Enterprise” in 2017 and the provision for PRC corporate income tax for VIE is calculated by applying the income tax rate of 15% for the year ended December 31, 2017, 2018 and 2019. A subsidiary obtained the certificate of “High and New Technology Enterprise” in 2018 and the provision for PRC corporate income tax for the subsidiary is calculated by applying the income tax rate of 15% for the year ended December 31, 2018 and 2019. The current and deferred portion of income tax expenses included in the consolidated statements of operations, which were substantially attributable to the Group’s PRC subsidiaries are as follows: For Year Ended December 31, 2017 2018 2019 RMB RMB RMB Current tax 57,642 87,897 87,930 Deferred tax (3,391) (22,944) (16,786) Income tax expense 54,251 64,953 71,144 Reconciliation of the differences between the PRC statutory income tax rate and the Group’s effective income tax rate for the years ended December 31, 2017, 2018 and 2019 are as follows: For Year Ended December 31, 2017 2018 2019 RMB RMB RMB Statutory income tax rate 25.00 % 25.00 % 25.00 % Non-deductible share-based compensation 5.50 % 5.65 % 5.40 % Effect on tax rates in different tax jurisdiction (1.91) % (1.62) % (0.77) % Effect of preferential tax rate on assessable profits/losses of subsidiary incorporated in the PRC (2.24) % 2.72 % (1.29) % Tax incentives relating to research and development expenditure (5.16) % (12.45) % (12.22) % Other non-deductible expenses 0.09 % 0.05 % 1.37 % Changes in valuation allowance (0.78) % — % 2.94 % Effective income tax rate 20.50 % 19.35 % 20.43 % The principal components of the deferred tax assets and liabilities are as follows: As of December 31, 2018 2019 RMB RMB Deferred tax assets: Logistics expenses accruals 540 1,462 Inventory write-down 10,904 18,279 Allowance for other investments 1,557 2,563 Promotion expenses accruals 253 81 Salary and welfare payable 3,678 2,325 Professional fee accruals 1,289 1,774 Marketing expenses accruals 815 1,560 Allowance for doubtful accounts 379 2,621 Provision for compensation — 5,319 Other accruals 2,108 1,201 Net operating loss carry forward 22,872 33,839 Less: valuation allowance (6,314) (16,547) Deferred tax assets, net 38,081 54,477 Deferred tax liabilities: Identifiable intangible assets (3,319) (2,929) Deferred tax liabilities (3,319) (2,929) The Group’s ability to realize deferred tax assets depends on its ability to generate sufficient taxable income within the carry forward periods provided for in the tax law. The Group considers positive and negative evidence to determine whether some portion or all of the deferred tax assets will be more likely than not realized. This assessment considers, among other matters, the nature, frequency and severity of recent losses and forecasts of future profitability. These assumptions require significant judgment and the forecasts of future taxable income are consistent with the plans and estimates the Group is using to manage the underlying businesses. The Group provided a valuation allowance for the deferred tax assets relating to the future benefit of net operating loss carry forwards and other deferred tax assets of certain subsidiaries as of December 31, 2018 and 2019, respectively, as management is not able to conclude that the future realization of such deferred tax assets are more likely than not. The amount of tax loss carried forward was RMB145,766 and RMB217,264 as of December 31, 2018 and 2019, respectively, for the Group’s certain subsidiaries. Movement of the valuation allowance is as follows: For Year Ended December 31, 2018 2019 RMB RMB Balance as of January 1 6,325 6,314 Addition — 10,233 Reversal (11) — Balance as of December 31 6,314 16,547 Uncertainties exist with respect to how the current income tax law in the PRC applies to the Group’s overall operations, and more specifically, with regard to tax residency status. The EIT Law includes a provision specifying that legal entities organized outside of the PRC will be considered residents for Chinese income tax purposes if the place of effective management or control is within the PRC. The implementation rules to the EIT Law provide that non-resident legal entities will be considered PRC residents if substantial and overall management and control over the manufacturing and business operations, personnel, accounting and properties, occurs within the PRC. Despite the present uncertainties resulting from the limited PRC tax guidance on the issue, the Group does not believe that the legal entities organized outside of the PRC should be treated as residents for EIT Law purposes. If the PRC tax authorities subsequently determine that the Company and its subsidiaries registered outside the PRC should be deemed resident enterprises, the Company and its subsidiaries registered outside the PRC will be subject to the PRC income taxes, at a rate of 25%. The Group is not subject to any other uncertain tax position. As of December 31, 2018 and 2019, retained earnings of Company’s subsidiaries and VIE located in PRC were RMB508,746 and RMB755,854, respectively. The Company’s PRC subsidiaries’ retained earnings have been and would be permanently reinvested to the PRC subsidiaries. Therefore, no deferred tax liability upon dividend withholding tax was accrued. Under applicable accounting principles, a deferred tax liability should be recorded for taxable temporary differences attributable to the excess of financial reporting basis over tax basis in a consolidated VIE. However, recognition is not required in situations where the tax law provides a means by which the reported amount of that investment can be recovered tax free and the enterprise expects that it will ultimately use that means. The Group completed its feasibility analysis on a method, which the Group will ultimately execute if necessary to repatriate the undistributed earnings of the VIE without significant tax costs. As such, the Group does not accrue deferred tax liabilities on the earnings of the VIE given that the Group will ultimately use the means. |
Redeemable non-controlling inte
Redeemable non-controlling interests | 12 Months Ended |
Dec. 31, 2019 | |
Redeemable non-controlling interests | |
Redeemable non-controlling interests | 13. Redeemable non-controlling interests In October 2019, the Group obtained control over BCJ through an agreement with CJ O Shopping whereby CJ O Shopping waived its participating rights in exchange for a put option. The put option allows CJ O Shopping to sell its 49% equity interest in BCJ to the Group for a consideration of approximately RMB9.2 million in the event that BCJ’s net assets is less than RMB3,000. As the redemption of the non-controlling interests by CJ O Shopping is outside of the control of the Group, the non-controlling interests are accounted for as redeemable non-controlling interests in the Group's consolidated balance sheets. The put option has nil value due to the remote possibility of occurrence of the redemption event. It is not subject to separate accounting and recognized as part of the redeemable non-controlling interests. The redeemable non-controlling interests were initially recorded at the acquisition date fair value and subsequently adjusted to the maximum redemption amount according to the agreement with CJ O Shopping. (Note 9) 2019 RMB Balance as of January 1 — RNCI recognized on business acquisitions 8,473 RNCI share of earnings 781 Balance as of December 31 9,254 |
Ordinary Shares
Ordinary Shares | 12 Months Ended |
Dec. 31, 2019 | |
Ordinary Shares [Abstract] | |
Ordinary Shares | 14. Ordinary Shares For the years ended December 31, 2017, 2018 and 2019, 6,713,415, 6,423,214 and 2,978,728 share options and restricted share units were exercised and vested to Class A ordinary shares. |
Net income per share
Net income per share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net income per share | 15. Net income per share Basic and diluted net income per share for each of the years presented are calculated as follows: For Year Ended December 31, 2017 2018 2019 RMB RMB RMB Numerator: Net income 209,130 269,771 281,891 Net (income) loss attributable to non-controlling interests (264) (59) 187 Net income attributable to redeemable non-controlling interests — — (781) Net income attributable to ordinary shareholders of Baozun Inc. 208,866 269,712 281,297 Net income per share attributable to ordinary shareholders of Baozun Inc. Basic 1.29 1.59 1.62 Diluted 1.19 1.50 1.57 Net income per ADS (1 ADS represents 3 Class A ordinary shares) attributable to ordinary shareholders of Baozun Inc. Basic 3.87 4.76 4.85 Diluted 3.56 4.51 4.72 Shares (Denominator): Weighted average number of ordinary shares Basic 162,113,815 169,884,906 173,937,013 Diluted 176,115,049 179,327,029 178,932,010 As of December 31, 2017, 2018 and 2019, the Group had 542,953, 471,648 and 465,000 outstanding share options and restricted shares respectively, which were excluded from the computation of diluted earnings per share as their effects would have been anti-dilutive. |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related party transactions | |
Related party transactions | 16. Related party transactions The table below sets forth the major related parties and their relationships with the Group as of December 31, 2019: Name of related parties Relationship with the Group Alibaba Group Holding Limited (“Alibaba Group”) Parent company of Alibaba, one of the Group’s ordinary shareholders Ahead (Shanghai) Trade Co., Ltd. (“Ahead”) Subsidiary of Softbank, one of the Group’s ordinary shareholders AJ (Hangzhou) Network Technology Company Limited (“AJ”) Subsidiary of Alibaba, one of the Group’s ordinary shareholders Shanghai Baozun-CJ E-commerce Co., Ltd. ("BCJ") Equity method investee of the Group Beijing Pengtai Baozun E-commerce Co., Ltd. ("Pengtai") Equity method investee of the Group Shanghai Misako E-commerce Limited ("Misako") Equity method investee of the Group Hangzhou Juxi Technoloty Co., Ltd. ("Juxi") Equity method investee of the Group (a) For Year Ended December 31, 2017 2018 2019 RMB RMB RMB Marketing and platform service fees paid to Alibaba Group 351,482 518,299 655,614 Logistic service fees paid to Alibaba Group 13,052 79,182 92,887 Warehousing service revenue generated from Alibaba Group 5,105 23,698 21,539 Store operation service revenue generated from Ahead 117 10 4 Commission fee paid to Ahead 1,591 666 298 Store operation service revenue generated from AJ — — 29 Commission fee paid to AJ — — 245 Logistic service revenue from BCJ — 3,157 2,700 Purchase of goods from Pengtai — 13,994 — IT service revenue generated from Pengtai — — 4,053 Store operation service revenue generated from Misako — 68 1,239 Outsourcing labor cost paid to Juxi — — 7,326 (b) As of December 31, 2018 2019 RMB RMB Amounts due from Alibaba Group 19,571 17,218 Amounts due from Ahead 11,058 — Amounts due from BCJ 1,573 — Amounts due from Misako 68 1,273 Amounts due from Pengtai — 832 Amounts due to Pengtai 13,994 — Amounts due to AJ — 887 Amounts due to Juxi — 5,909 Amounts due from Alibaba Group consisted of receivables of RMB19,571 and RMB17,218 to be collected from Alibaba Group for deposits paid to Alibaba and warehousing services provided by the Group as of December 31, 2018 and 2019, respectively. Amounts due from Ahead consisted of receivables from Ahead for amounts collected by Ahead on behalf of the Group. The Group entered into agency agreements with Ahead, under which Ahead is designated by the Group to collect payment for its service to certain brand partners. In connection with the agency agreements, amounts to be collected by Ahead on behalf of the Group as of December 31, 2018 and 2019 were RMB11,058 and RMB nil, respectively. Amounts due from BCJ consisted of receivables of RMB1,573 to be collected from BCJ for daily operation payment on behalf of BCJ and logistic services provided by the Group as of December 31, 2018. Since October 2019, BCJ has been accounted for as a consolidated subsidiary of the Group (note 13). Amounts due from Misako consisted of receivables of RMB68 and RMB1,273 to be collected from Misako for store operation services provided by the Group as of December 31, 2018 and 2019, respectively. Amounts due from Pentai consisted of receivables of RMB832 for IT services provided by the Group as of December 31, 2019. Amounts due to Pentai consisted of payables of RMB13,994 for products purchased by the Group as of December 31, 2018. Amounts due to AJ consisted of payables of RMB887 for commission fee which should be paid to Ahead and AJ by the Group as of December 31, 2019. Since August 2019, all transactions and balances with Ahead have been transferred to AJ according to the updated agreement. Amounts due to Juxi consisted of payables of RMB5,909 for outsourcing labor cost provided to the Group as of December 31, 2019. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 17. Commitments Other Commitment The Group entered into license agreements with a brand partner to obtain the right and obligation to distribute, sell, advertise and promote specific products of the brand. The future aggregate minimum payments under the license agreement are as follows: Year ended December 31, 2019 RMB 2020 55,835 2021 56,235 2022 82,069 2023 120,823 2024 and after 197,372 Total other commitment 512,334 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | 18. Share-Based Compensation Share incentive plan On January 28, 2010, Shanghai Baozun’s board of directors approved the Share Incentive Plan of Shanghai Baozun (the "Shanghai Baozun Plan"). In conjunction with the Redomiciliation in 2014, the Group adopted the 2014 Share Incentive Plan ("2014 Plan") to replace Shanghai Baozun Plan. The board of directors have authorized issuance of up to 20,331,467 shares. The awards granted and outstanding under the Shanghai Baozun Plan will survive and remain effective and binding under the 2014 Plan. On May 5, 2015, the Board of Directors of the Company approved 2015 Share Incentive Plan (“2015 Plan”) with issuance of up to 4,400,000 shares initially. In July 2016, the Group made amendment to the 2015 plan that if on December 31 of each year beginning in 2016, the unissued shares reserved under the 2015 Plan account for less than 1.5% of the then total issued and outstanding shares on an as-converted basis, then on the first day of the next calendar year, the number of shares reserved for future issuances under the 2015 Plan shall be automatically increased to 1.5% of the then total issued and outstanding shares. The shares that may be issued pursuant to the awards under the 2015 Plan are Class A ordinary shares. The term of the option under 2014 Plan and 2015 Plan shall not exceed ten years from the date of grant. On March 3, 2016, the exercise price of 2,098,111 outstanding options, previously granted from February 6, 2015 to August 14, 2015, held by 38 employees were reduced from US$ 2.87 and US$ 1.5 to US$ 1.5 and US$ 0.0001, with other terms unchanged. In connection with the above modifications, incremental compensation cost was measured as the excess of the fair value of the modified options over the fair value of the original options immediately before their terms were modified, measured based on the share price and other pertinent factors at the modification date. The total incremental cost associated with the modification was RMB3,432, of which RMB956 was recognized immediately for the options vested prior to the date of the modification and the remaining share-based compensation charges of RMB2,476 will be recognized over a weighted-average period of 2.89 years. On February 23, 2017, the exercise price of 1,306,743 outstanding options, previously granted on February 6, 2015, held by 6 employees were reduced from US$ 1.5 to US$0.0001, with other terms unchanged. In connection with the above modifications, incremental compensation cost was measured as the excess of the fair value of the modified options over the fair value of the original options immediately before their terms were modified, measured based on the share price and other pertinent factors at the modification date. The total incremental cost associated with the modification was RMB12,347, of which RMB6,321 was recognized immediately for the options vested prior to the date of the modification and the remaining share-based compensation charges of RMB6,026 were recognized over a weighted-average period of 1.95 years. No more share option was granted during the years ended December 31, 2017, 2018 and 2019. Share options A summary of option activity during the year ended December 31, 2019 is presented below: Weighted Weighted Average Aggregate Average Remaining Intrinsic Number of Exercise Contractual Value of Options Price Term Options RMB RMB Outstanding, as of January 1, 2019 3,020,550 1.0 5.6 199,056 Granted — Forfeited (2,804) Expired — Exercised (770,559) Outstanding, as of December 31, 2019 2,247,187 0.6 4.7 171,306 Vested and expected to vest as of December 31, 2019 2,247,187 0.6 4.7 171,306 Exercisable as of December 31, 2019 2,247,187 0.6 4.7 171,306 The aggregate intrinsic values of options exercised during the years ended December 31, 2017, 2018 and 2019 were 269,696, 476,741 and 75,373, respectively. All the options have been vested as of December 31, 2019. Restricted share units Under the 2015 Plan, the Group granted 1,124,109 restricted share units to certain employees and senior management in 2019 and vest over 1 to 4 years . A summary of the restricted share units activities under the 2015 Plan during the year ended December 31, 2019 is presented below: Number of restricted share Weighted-Average units Grant-Date Fair Value RMB Outstanding, as of December 31, 2018 4,471,816 40.09 Granted 1,124,109 87.08 Vested (2,208,169) 36.98 Forfeited (867,201) 41.01 Outstanding and unvested, as of December 31, 2019 2,520,555 61.05 As of December 31, 2019, there was RMB115,041 in unrecognized compensation costs, net of estimated forfeitures, related to unvested restricted share units, which is expected to be recognized over a weighted-average period of 2.58 years. The Group recorded compensation expenses of RMB58,231, RMB75,862 and RMB75,183 for both share options and restricted share units for the years ended December 31, 2017, 2018 and 2019, respectively, which were classified in the accompanying consolidated statements of operations as follows: For Year Ended December 31, 2017 2018 2019 RMB RMB RMB Fulfillment 2,904 5,831 9,839 Sales and marketing 20,363 28,346 22,209 Technology and content 13,822 13,445 9,817 General and administrative 21,142 28,240 33,318 58,231 75,862 75,183 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2019 | |
Postemployment Benefits [Abstract] | |
Employee Benefit Plans | 19. Employee Benefit Plans The Group’s PRC subsidiaries are required by law to contribute a certain percentages of applicable salaries for retirement benefits, medical insurance benefits, housing funds, unemployment and other statutory benefits. The PRC government is directly responsible for the payments of such benefits. The Group contributed RMB92,138, RMB156,154 and RMB207,056 for the years ended December 31, 2017, 2018 and 2019, respectively, for such benefits. |
Restricted Net Assets
Restricted Net Assets | 12 Months Ended |
Dec. 31, 2019 | |
Restricted Net Assets [Abstract] | |
Restricted Net Assets | 20. Restricted Net Assets Pursuant to the laws applicable to the PRC’s Foreign Investment Enterprises and local enterprises, the Company’s entities in the PRC must make appropriation from after-tax profit to non-distributable reserve funds as determined by the Board of Directors of the Company. The Company’s subsidiaries and VIE, in accordance with the China Company Laws, must make appropriation from its after-tax profit (as determined under PRC GAAP) to non-distributable reserve funds including (i) statutory surplus fund, (ii) statutory public welfare fund and (iii) discretionary surplus fund. Statutory surplus find is at least 10% of the after-tax profit as determined under PRC GAAP until such reserve has reached 50% of the registered capital of the respective company. Appropriation of the statutory public welfare fund and discretionary surplus fund are made at the discretion of the Company. The appropriation to these reserves by the Group’s PRC entities were RMB8,656, RMB18,183 and RMB35,075 for the years ended December 31, 2017, 2018 and 2019. The accumulated reserves as of December 31, 2017, 2018 and 2019 were RMB15,025, RMB33,208 and RMB68,283 respectively. As a result of these PRC laws and regulations and the requirement that distributions by PRC entities can only be paid out of distributable profits computed in accordance with PRC GAAP, the PRC entities are restricted from transferring a portion of their net assets to the Group. Amounts restricted include paid-in capital and the statutory reserves of the Company’s PRC subsidiaries and VIE. As of December 31, 2019, the aggregate amounts of capital and statutory reserves restricted which represented the amount of net assets of the relevant subsidiaries and VIE in the Group not available for distribution was RMB1,302,336. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Event | |
Subsequent Event | 21. Subsequent Event Potential impact of coronavirus (“COVID-19”) From late January 2020, the COVID-19 was rapidly evolving in China and globally. Since then, the business and transportation disruptions in China have caused adverse impacts to the Group’s operations. Temporary closure of offices, travel restrictions or suspension of business operations of the Group's brand partners and customers have negatively affected the demand for its services and the goods sold in the stores or the platform it operates. The Group’s results of operation and consolidated financial position of 2020 will be adversely affected to a certain extent, which will depend on the future developments of the outbreak, including new development concerning the global severity of and actions taken to contain the outbreak, which are highly uncertain and unpredictable. |
FINANCIAL INFORMATION OF PARENT
FINANCIAL INFORMATION OF PARENT COMPANY | 12 Months Ended |
Dec. 31, 2019 | |
Condensed Financial Information Disclosure [Abstract] | |
FINANCIAL INFORMATION OF PARENT COMPANY | CONDENSED BALANCE SHEETS (All amounts in thousands, except for share and per share data) As of December 31, 2018 2019 RMB RMB US$ Note 3 ASSETS Current assets: Cash and cash equivalents 67,513 26,298 3,777 Prepayments and other current assets 1,047 1,221 175 Amounts due from subsidiaries and VIE 1,069,402 1,608,095 230,989 Total current assets 1,137,962 1,635,614 234,941 Investments in subsidiaries and VIE 1,040,658 2,796,652 401,714 TOTAL ASSETS 2,178,620 4,432,266 636,655 LIABILITIES Current liabilities: Other current liabilities 1,077 3,639 523 Total current liabilities 1,077 3,639 523 Non-current liabilities: Long-term loan — 1,859,896 267,157 Total non-current liabilities — 1,859,896 267,157 TOTAL LIABILITIES 1,077 1,863,535 267,680 SHAREHOLDERS’ EQUITY Class A ordinary shares (US$0.0001 par value; 470,000,000 shares authorized, 159,247,873 and 174,918,929 shares issued outstanding 98 107 16 Class B ordinary shares (US$0.0001 par value; 30,000,000 shares authorized, 13,300,738 shares issued and outstanding as of December 31, 2018 and 2019, respectively) 8 8 1 Additional paid-in capital 1,903,503 2,014,227 289,326 Retained earnings 244,712 526,009 75,555 Accumulated other comprehensive income 29,222 28,380 4,077 Total shareholders’ equity 2,177,543 2,568,731 368,975 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 2,178,620 4,432,266 636,655 CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (All amounts in thousands, except for share and per share data) For year ended December 31, 2017 2018 2019 RMB RMB RMB US$ Note 3 Operating expenses: General and administrative (6,075) (8,422) (6,863) (986) Other operating income 2,492 2,837 3,207 461 Total operating expenses (3,583) (5,585) (3,656) (525) Loss from operations (3,583) (5,585) (3,656) (525) Interest income 7,187 3,072 9,454 1,358 Interest expense — — (39,380) (5,656) Impairment loss of investments — (7,497) — — Exchange gain (loss) 47 (113) (129) (19) Equity in income of subsidiaries and VIE 205,215 279,835 315,008 45,248 Net income 208,866 269,712 281,297 40,406 Foreign currency translation adjustment (34,353) 19,227 (842) (121) Comprehensive income 174,513 288,939 280,455 40,285 CONDENSED STATEMENTS OF CASH FLOWS (All amounts in thousands, except for share and per share data) For year ended December 31, 2017 2018 2019 RMB RMB RMB US$ Note 3 Cash flows from operating activities: Net income 208,866 269,712 281,297 40,406 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Impairment loss of investments — 7,497 — — Exchange (gain) loss (47) 113 129 19 Amortization of issuance cost of convertible senior notes — — 16,563 2,379 Equity in income of subsidiaries and VIE (205,215) (279,835) (315,008) (45,248) Changes in other current liabilities 3,580 (5,274) 2,562 367 Net cash provided by (used in) operating activities 7,184 (7,787) (14,457) (2,077) Cash flows from investing activities: Advances to subsidiaries and VIE (79,916) (209,724) (538,693) (77,378) Investments in subsidiaries (41,853) (54,518) (1,365,803) (196,185) Net cash used in investing activities (121,769) (264,242) (1,904,496) (273,563) Cash flows from financing activities: Proceeds from exercises of share options 4,270 3,718 1,705 245 Proceeds from issuance of convertible senior notes, net of issuance cost — — 1,847,802 265,420 Proceeds from ADS lending — — 9 1 Net cash provided by financing activities 4,270 3,718 1,849,516 265,666 Net decrease in cash and cash equivalents (110,315) (268,311) (69,437) (9,974) Cash and cash equivalents, beginning of year 460,670 313,138 67,513 9,698 Effect of exchange rate changes on cash and cash equivalents (37,217) 22,686 28,222 4,053 Cash and cash equivalents, end of year 313,138 67,513 26,298 3,777 1) Schedule I has been provided pursuant to the requirements of Rule 12-04(a) and 5-04(c) of Regulation S-X , which require condensed financial information as to the financial position, changes in financial position and results of operations of a parent company as of the same dates and for the same periods for which audited consolidated financial statements have been presented when the restricted net assets of consolidated subsidiaries exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year. 2) The condensed financial information has been prepared using the same accounting policies as set out in the consolidated financial statements except that the equity method has been used to account for investments in its subsidiaries and VIE. For the parent company, the Company records its investments in subsidiaries and VIE under the equity method of accounting as prescribed in ASC 323, Investments-Equity Method and Joint Ventures . Such investments are presented on the Condensed Balance Sheets as ‘‘Investment in subsidiaries and VIE’’ and the subsidiaries and VIE’ profit or loss as ‘‘Equity in income/loss of subsidiaries’’ on the Condensed Statements of Operations and Comprehensive Income. Ordinarily under the equity, an investor in an equity method investee would cease to recognize its share of the losses of an investee once the carrying value of the investment has been reduced to nil absent an undertaking by the investor to provide continuing support and fund losses. For the purpose of this Schedule I, the parent company has continued to reflect its share, based on its proportionate interest, of the losses of subsidiaries and VIE regardless of the carrying value of the investment even though the parent company is not obligated to provide continuing support or fund losses. 3) Translations of balances in the Additional Financial Information of Parent Company-Financial Statements Schedule I from RMB into US$ as of and for the year ended December 31, 2019 are solely for the convenience of the readers and were calculated at the rate of US$1.00 = RMB 6.9618 , representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on December 31, 2019. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2019, or at any other rate. 4) As of December 31, 2018 and 2019, there were no material contingencies, significant provisions of long-term obligations, mandatory dividend or redemption requirements of redeemable stocks or guarantees of the Company. |
Summary of Significant Princi_2
Summary of Significant Principal Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Principal Accounting Policies | |
Basis of presentation | (a) Basis of presentation The consolidated financial statements are prepared and presented in accordance with accounting principles generally accepted in the United States of America (‘‘U.S. GAAP’’). |
Basis of consolidation | (b) Basis of consolidation The consolidated financial statements include the financial statements of the Company, its subsidiaries and VIE. All transactions and balances among the Company, its subsidiaries and the VIE have been eliminated upon consolidation. |
Use of estimates | (c) Use of estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent liabilities at the balance sheet date, and the reported revenues and expenses during the reported period in the consolidated financial statements and accompanying notes. Significant accounting estimates are used for, inventory write-down, fair value measurement and impairment of investments, realization of deferred tax assets, assessment for useful life and impairment of long-lived assets and allowance for doubtful accounts. |
Fair value | (d) Fair value Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. Authoritative literature provides a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows: ● Level 1-inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. ● Level 2-inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3-inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. The Group’s short-term financial instruments include cash and cash equivalents, restricted cash, short-term investments, receivables, payables, other current assets, amounts due from related parties, other current liabilities, amounts due to related parties and short-term loan. The carrying amounts of these short-term financial instruments approximate their fair values due to the short-term maturity of these instruments. The carrying amounts of the long-term time deposits and long-term bank borrowings approximate their fair values as the interest rates are comparable to the prevailing interest rates in the market. The carrying amount of the convertible senior notes approximates fair value due to the fact that the related interest rate approximates the rates currently offered by financial institutions for similar debt instruments of comparable maturities. The Group measures equity method investments at fair value on a nonrecurring basis when they are deemed to be impaired. The fair values of these investments are determined based on valuation techniques using the best information available. An impairment charge to these investments is recorded when the carry amount of an investment exceeds its fair value and this condition is determined to be other-than-temporary. During the years ended December 31, 2017, 2018 and 2019, no impairment of equity method investments was recorded. Upon the adoption of ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10) on January 1, 2018, the Group elected to measure equity investments that were accounted for under the cost method prior to the adoption and do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Certain equity investments without readily determinable fair values were measured at fair value due to the recognition of impairment losses during the years ended December 31, 2018 and 2019. Please refer to Note 9(b) for further discussion. |
Concentration and risks | (e) Concentration and risks Concentration of customers and suppliers The following customer accounted for 10% or more of net revenue for the years ended December 31, 2017, 2018 and 2019: For Year Ended December 31, 2017 2018 2019 RMB RMB RMB A 462,384 637,963 879,220 The following customer accounted for 10% or more of balances of accounts receivable as of December 31, 2018 and 2019: As of December 31, 2018 2019 RMB RMB A 318,396 397,999 The following suppliers accounted for 10% or more of purchases for the years ended December 31, 2017, 2018 and 2019: For Year Ended December 31, 2017 2018 2019 RMB RMB RMB B 938,128 1,300,297 1,775,444 C 474,399 * * Concentration of credit risk Financial instruments that potentially subject the Group to significant concentrations of credit risk primarily consist of cash and cash equivalents, restricted cash, short-term investments and accounts receivable. As of December 31, 2018 and 2019, all of the Group’s cash and cash equivalents, restricted cash and short-term investments were held by major financial institutions located in the PRC, Hong Kong, Japan and Taiwan which management believes are of high credit quality. Accounts receivable are typically unsecured and are derived from revenues earned from customers in the PRC. The risk with respect to accounts receivable is mitigated by credit evaluations the Group performs on its customers and its ongoing monitoring process of outstanding balances. Foreign Currency Risk Renminbi (“RMB”) is not a freely convertible currency. The State Administration of Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of RMB into foreign currencies. The value of RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. The Group had aggregated amounts of RMB416,461 and RMB1,105,803 of cash and cash equivalents, restricted cash and short-term investments denominated in RMB as of December 31, 2018 and 2019, respectively. |
Foreign currency translation | (f) Foreign currency translation The Group’s reporting currency is RMB. The functional currency of the Company is the United States dollar (“US$”). The functional currency of the Group’s entities incorporated in Hong Kong is Hong Kong dollars (“HK$”). The functional currency of the Group’s subsidiaries in PRC is RMB. Monetary assets and liabilities denominated in currencies other than the applicable functional currencies are translated into the functional currencies at the prevailing rates of exchange at the balance sheet date. Nonmonetary assets and liabilities are remeasured into the applicable functional currencies at historical exchange rates. Transactions in currencies other than the applicable functional currencies during the year are converted into the functional currencies at the applicable rates of exchange prevailing at the transaction dates. Transaction gains and losses are recognized in the consolidated statements of operations. Assets and liabilities are translated from each entity’s functional currency to the reporting currency at the exchange rate on the balance sheet date. Equity amounts are translated at historical exchange rates, and revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income (loss) in the consolidated statements of changes in shareholders’ equity and consolidated statements of comprehensive income. |
Convenience translation | (g) Convenience translation Translations of balances in the consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive loss and consolidated statements of cash flows from RMB into US$ as of and for the year ended December 31, 2019 are solely for the convenience of the readers and were calculated at the rate of US$1.00= RMB6.9618, representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on December 31, 2019. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2019, or at any other rate. |
Cash and cash equivalents | (h) Cash and cash equivalents Cash and cash equivalents consist of cash on hand, demand deposits and highly liquid investments with an original maturity of less than three months. |
Restricted cash | (i) Restricted cash Restricted cash consist primarily of (i) minimum cash deposits or cash collateral deposits required to be maintained with certain banks under the Group’s borrowing arrangements or in relation to bank guarantees issued on behalf of the Group (ii) deposit required by its business partners and (iii) security for issuance of commercial acceptance notes mainly relating to purchase of inventories. In the event that the obligation to maintain such deposits is expected to be terminated within the next twelve months, these deposits are classified as current assets. Otherwise, they are classified as non-current assets. All restricted cash is held by major financial institutions in segregated accounts. |
Short-term investments | (j) Short-term investments Short-term investments primarily comprise of time deposits with maturities between three months and one year. |
Accounts receivable, net | (k) Accounts receivable, net Accounts receivable mainly represent amounts due from customers and are recorded net of allowance for doubtful accounts. The Group considers many factors in assessing the collectability of its accounts receivable, such as the age of the amounts due, the customer’s payment history, creditworthiness, financial conditions of the customers and industry trend. The Group makes specific allowance if there is evidence indicating that the accounts receivable is likely to be uncollectible. Accounts receivable balances are written off after all collection efforts have been exhausted. |
Inventories, net | (l) Inventories, net Inventories, net, consisting of products available for sale, are valued at the lower of cost or market. Cost of inventories is determined using the weighted average cost method. Valuation of inventories is based on currently available information about expected recoverable value. The estimate is dependent upon factors such as historical trends of similar merchandise, inventory aging, historical and forecasted consumer demand and promotional environment. |
Investments | (m) Investments The Group’s investments include equity method investments and equity securities without readily determinable fair values. The Group uses the equity method to account for an equity investment over which it has significant influence but does not own a majority equity interest or otherwise control. The Group records equity method adjustments in share of earnings and losses. Equity method adjustments include the Group’s proportionate share of investee income or loss, adjustments to recognize certain differences between the Group’s carrying value and its equity in net assets of the investee at the date of investment, impairments, and other adjustments required by the equity method. Dividends received are recorded as a reduction of carrying amount of the investment. Cumulative distributions that do not exceed the Group’s cumulative equity in earnings of the investee are considered as a return on investment and classified as cash inflows from operating activities. Cumulative distributions in excess of the Group’s cumulative equity in the investee’s earnings are considered as a return of investment and classified as cash inflows from investing activities. Equity securities without readily determinable fair values and over which the Group does not have significant influence are measured and recorded using a measurement alternative that measures the securities at cost minus impairment, if any, plus or minus changes resulting from qualifying observable price changes. Prior to January 1, 2018, these securities were accounted for using the cost method of accounting, measured at cost less other-than-temporary impairment. |
Property and equipment, net | (n) Property and equipment, net Property and equipment are stated at cost less accumulated depreciation and impairment. Property and equipment are depreciated at rates sufficient to write off their costs less impairment and residual value, if any, over the estimated useful lives on a straight-line basis. The estimated useful lives and residual rates are as follows: Classification Useful years Residual rate Electronic devices 3 years 0% - 5% Vehicle 5 years 5% Furniture and office equipment 5 years 5% Machinery 10 years 5% Buildings 44 years 5% Leasehold improvement Over the shorter of the expected life of leasehold improvements or the lease term 0% Repairs and maintenance costs are charged to expenses as incurred, whereas the cost of renewals and betterment that extends the useful lives of property and equipment are capitalized as additions to the related assets. Gains and losses from the disposal of property and equipment are included the consolidated statements of operations. |
Intangible assets, net | (o) Intangible assets, net Intangible assets mainly consist of trademark, internally developed software and supplier relationship. Trademark is recorded at cost and amortized on a straight-line basis over the estimated economic useful lives of 10 years. For internally developed software, the Group expenses all internal-use software costs incurred in the preliminary project stage and capitalized direct costs associated with the development of internal-use software. This internally developed software mostly consisted of order management, customer management and retailing solution systems, which are amortized over 3 years on a straight-line basis. Supplier relationship is generated from a business combination in 2017, representing the relationship that arose as a result of existing supply agreements with certain brand partners of the subsidiary. Supplier relationship is recorded at fair value, and amortized on a straight-line basis over the estimated useful life of 10 years. |
Goodwill | (p) Goodwill Goodwill represents the excess of the purchase consideration over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed from the acquired entity as a result of the Company’s acquisition of interests in a subsidiary. Goodwill is not amortized but is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that it might be impaired. The Company first assesses qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. In the qualitative assessment, the Company considers primary factors such as industry and market considerations, overall financial performance of the reporting unit, and other specific information related to the operations. Based on the qualitative assessment, if it is more likely than not that the fair value of each reporting unit is less than the carrying amount, the quantitative impairment test is performed. In performing the two-step quantitative impairment test, the first step compares the fair values of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying value of a reporting unit’s goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. This allocation process is only performed for the purposes of evaluating goodwill impairment and does not result in an entry to adjust the value of any assets or liabilities. Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units, allocation of assets, liabilities and goodwill to reporting units, and determination of the fair value of each reporting unit. |
Impairment of long-lived assets | (q) Impairment of long-lived assets The Group evaluates the recoverability of long-lived assets with determinable useful lives whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. The Group measures the carrying amount of long-lived asset against the estimated undiscounted future cash flows associated with it. Impairment exists when the sum of the expected future net cash flows is less than the carrying value of the asset being evaluated. Impairment loss is calculated as the amount by which the carrying value of the asset exceeds its fair value. Fair value is estimated based on various valuation techniques and assumptions including future cash flows over the life of the asset being evaluated and discount rate. These assumptions require significant judgment and may differ from actual results. No impairment charge was recognized for any of the years ended December 31, 2017, 2018 and 2019. |
Revenue | (r) Revenue In May 2014, the FASB issued an accounting standards update Revenue from Contracts with Customers (ASC Topic 606) that changes the revenue recognition for companies that enter into contracts with customers to transfer goods or services. The standard is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner depicting the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. The Group adopted the standard on January 1, 2018 using a full retrospective approach. The full retrospective method requires an entity to present financial statements for all periods as if the new revenue standard had been applied to all prior periods. With the adoption of ASC 606, the Group recognizes allowance for estimated sales returns on a gross basis rather than a net basis on the consolidated balance sheet. The Group records a right of return asset for products the Group expects to receive back from customers within other current assets and a liability for refunds payable within accrued expenses and other current liabilities on the consolidated balance sheet. The Group’s revenue recognition policies effective on the adoption date of ASC 606 are as follows: The Group provides brand e-commerce solutions to its brand partners. And its revenues are derived principally from product sales and services. Product Sales The Group generates product sales revenues primarily through selling products on behalf of brand partners to consumers under the distribution model. Under this model, the Group identified one performance obligation which is to sell goods selected and purchased from its brand partners and/or their authorized distributors directly to customers through online stores it operates. Revenue under the distribution model is recognized on a gross basis and presented as product sales on the consolidated statements of operations, because (i) the Group rather than the brand partner, is primarily responsible for fulfilling the promise to provide the specified good; (ii) the Group bears the physical and general inventory risk once the products are delivered to its warehouse; (iii) the Group has discretion in establishing price. Product sales, net of discounts, return allowances, value added tax and related surcharges are recognized at the point in time when customers accept the products upon delivery. Revenues are measured as the amount of consideration the Group expects to receive in exchange for transferring products to consumers. Return allowances, which reduce revenue, are estimated utilizing the most likely amount method based on historical data the Group has maintained and its analysis of returns by categories of products. The majority of the Group’s customers make online payments through third-party payment platforms when they place orders on websites of the Group’s online stores. The funds will not be released to the Group by these third-party payment platforms until the customers accept the delivery of the products at which point the Group recognizes sales of products. A portion of the Group’s customers pay upon the receipt of products. The Group’s delivery service providers collect the payments from its customers for the Group. The Group records a receivable on the balance sheet with respect to cash held by third-party couriers. The Group utilizes delivery service providers to deliver products to its consumers ("shipping activities") but the delivery service is not considered as a separate obligation as the shipping activities are performed before the consumers obtain control of the products. Therefore, shipping activities are not considered a separate promised service to the consumers but rather are activities to fulfill the Group’s promise to transfer the products and are recorded as fulfillment expenses. Services In some instances, the Group acts as a service provider, under the consignment or service fee model, to facilitate its brand partners’ online sales of their branded products with the performance obligations to provide a variety of e-commerce services including IT solutions, online store operation, digital marketing, customer service and warehousing and fulfillment services, of which brand partners may elect to use all or some that best fit their needs. Each category of the service provided is considered as one performance obligation as they are distinct from each other. Most of the Group’s service contracts including multiple performance obligations as they include provision of a combination of various services based on the brand partner’s requirements. The Group charges its brand partners a combination of fix fees and/or variable fees based on the value of merchandise sold or other variable factors such as number of orders fulfilled. The transaction price is allocated to each performance obligation using the relative stand-alone selling price. The Group generally determines the stand-alone selling price based on the prices charged to comparable customers or expected cost plus margin. Revenue generated from IT solutions such as one-time online store design and setup services is recognized when the services are rendered while revenue generated from other services are recognized over the service term. The Group applies the practical expedient to recognize the services except for one-time online store design and setup services in the amount to which the Group has a right to invoice on a monthly basis with a credit period of one month to four months. Revenue generated from these service arrangements is recognized on a gross basis and presented as services revenue on the consolidated statements of operations. All the costs that the Group incurs in the provision of the above services are classified as operating expenses on the consolidated statements of operations. Contract balances Timing of revenue recognition may differ from the timing of invoicing to customers. Accounts receivable represents amounts invoiced and revenue recognized prior to invoicing when the Group has satisfied its performance obligation and has the unconditional right to payment. The Group sometimes receives advance payments from consumers before the service is rendered, which is recorded as advance from customers included in the accrued expenses and other current liabilities on the consolidated balance sheet. Practical Expedients and Exemptions The Group elects not to disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less (ii) contracts for which the Group recognizes revenue at the amount to which it has the right to invoice for services performed and (iii) contracts with variable consideration related to wholly unsatisfied performance obligations. Please refer to Note 3 of the Consolidated Financial Statements for further discussion on revenue. |
Cost of products | (s) Cost of products Cost of product consists of the purchase price of products and inbound shipping charges, as well as inventory write-downs. Shipping charges to receive products from the suppliers are included in the inventories, and recognized as cost of products upon sale of the products to the customers. Cost of products does not include other direct costs related to cost of product sales such as shipping and handling expense, payroll and benefits of logistic staff, logistic centers rental expenses and depreciation expenses, etc. Therefore, the Group’s cost of products may not be comparable to other companies which include such expenses in their cost of products. |
Rebates | (t) Rebates Rebates are provided by brand partners under the distribution model and determined based on the product purchase volume on a monthly, quarterly or annual basis. The Group accounts for the volume rebates as a reduction to the price it pays for the products subject to the rebate determination. When volume rebates can be reasonably estimated based on the Group’s past experiences and current forecasts, a portion of the rebate is recognized as the Group makes progress towards the purchase threshold. Rebates are also provided as negotiated between the Group and its brand partners, which is recorded as reductions of cost of products in the consolidated statements of operations when the amounts are agreed by both parties. |
Fulfillment | (u) Fulfillment Fulfillment costs primarily represent shipping and handling expenses, payment processing and related transaction costs, packaging material costs and those costs incurred in outbound shipping, operating and staffing the Group’s fulfillment and customer service center, including costs attributable to buying, receiving, inspecting and warehousing inventories; picking, packaging and preparing customer orders for shipment. |
Sales and marketing | (v) Sales and marketing Sales and marketing expenses primarily consist of payroll, bonus and benefits of sales and marketing staff, advertising costs, agency fees and costs for promotional materials. Advertising costs are expensed as incurred. Advertising and promotion costs in connection with the provision of marketing and promotion services to brand clients consisted of fees the Group pays to third party venders for advertising and promotion on various online and offline channels. Such costs were included as sales and marketing in the consolidated statements of operations and totaled RMB362,721,RMB619,841 and RMB869,977 for the years ended December 31, 2017, 2018 and 2019, respectively. |
Technology and content | (w) Technology and content Technology and content expenses consist primarily of technology infrastructure expenses, payroll and related expenses for employees in technology and system department, editorial content, as well as costs associated with the computer, storage and telecommunications infrastructure for internal use. |
General and administrative | (x) General and administrative General and administrative expenses consist of payroll related expenses for corporate employees, professional service fees and other corporate overhead costs. |
Other operating income (expense), net | (y) Other operating income (expense), net Other operating income mainly consists of government subsidies and income derived from American Depositary Receipt (“ADR”) arrangements entered into between the Company and an ADR depositary bank (“DB”) in May 2015. Government subsidies consist of cash subsidies received by the Company’s subsidiaries in the PRC from local governments. Subsidies received as incentives for conducting business in certain local districts with no performance obligation or other restriction as to the use are recognized when cash is received. Cash subsidies of RMB10,308, RMB25,477 and RMB25,761 were included in other operating income (expenses), net for the years ended December 31, 2017, 2018 and 2019, respectively. Subsidies received with performance obligations are recognized when all the obligations have been fulfilled. According to the ADR arrangements, the Company has the right to receive series of reimbursements after the closing of IPO over the five-year term as a return of using DB’s services. Total reimbursements are recognized over the contract term as other operating income. For the years ended December 31, 2017, 2018 and 2019, the Group recorded other operating income of RMB2,517, RMB2,856 and RMB3,231, respectively. Other operating expense for the year ended December 31, 2019 mainly consists of an operating loss of RMB45,469 relating to an accidental fire that occurred at a third-party warehouse in Shanghai on October 29, 2019. |
Share-based compensation | (z) Share-based compensation The Company grants share options and restricted share units to eligible employees, management and directors and accounts for these share-based awards in accordance with ASC 718 Compensation-Stock Compensation. Employees’ share-based awards are measured at the grant date fair value of the awards and recognized as expenses a) immediately at grant date if no vesting conditions are required; or b) using graded vesting method, net of estimated forfeitures, over the requisite service period, which is the vesting period. All transactions in which goods or services are received in exchange for equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. In determining the fair value of the restricted share units granted, the closing market price of the underlying shares on the grant date is applied. Forfeitures are estimated at the time of grant and revised in the subsequent periods if actual forfeitures differ from those estimates. For modification of share-based awards, the Company records the incremental fair value of the modified award as share-based compensation on the date of modification for vested awards or over the remaining vesting period for unvested awards with any remaining unrecognized compensation expenses of the original awards. The incremental compensation is the excess of the fair value of the modified award on the date of modification over the fair value of the original award immediately before the modification. |
Income tax | (aa) Income tax Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. The Group accounts for current income taxes on the basis of net income for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions. The Group accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the temporary differences between the financial statements carrying amounts and tax bases of existing assets and liabilities by applying enacted statutory tax rates that will be in effect in the period in which the temporary differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, based upon the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized in the consolidated statements of operations in the period of change. The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes. |
Operating leases as lessee | (ab) Operating leases as lessee The Group adopted ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”) from January 1, 2019 by using the modified retrospective method and did not restate the comparable periods. The Company has elected Under the new lease accounting standard, the Company determines if an arrangement is a lease or contains a lease at lease inception. For operating leases, the Company recognizes a right-of-use asset and a lease liability based on the present value of the lease payments over the lease term on the consolidated balance sheets at commencement date. The Company estimates its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. Lease expense is recorded on a straight-line basis over the lease term. Upon the adoption, the Company recognized right-of-use assets of RMB462,391 and lease liabilities, including current and non-current, of RMB459,733 for operating leases as of January 1, 2019. The following table discloses the weighted-average remaining lease term and weighted-average discount rate for the Group’s leases: Lease Term and Discount Rate December 31, 2019 Weighted-average remaining lease term: - Operating leases 3.98 years Weighted-average discount rate - Operating leases 7.97 % The following is a maturity analysis of the annual undiscounted cash flows for the annual periods ended December 31: Fiscal Year Operating lease RMB 2020 165,670 2021 120,654 2022 103,016 2023 53,258 2024 43,600 Thereafter 34,771 Total lease commitment 520,969 Less: Imputed interest (73,125) Total operating lease liabilities 447,844 Less: current operating lease liabilities (137,855) Long-term operating lease liabilities 309,989 As of December 31, 2019, the future lease payments for short-term operating leases that are not capitalized as right-of-use assets were RMB6,515. Supplemental cash flow information related to leases for the year ended December 31, 2019 is as follows: Cash paid for amounts included in measurement of liabilities: Operating cash flows from operating leases 162,818 Right-of-use assets obtained in exchange for lease liabilities: Operating leases 277,638 During the three years ended December 31, 2017, 2018 and 2019, the Group incurred operating lease expenses of RMB105,126, RMB 141,993 and RMB172,727 (excluding RMB2,786 for short-term leases not capitalized as right-of-use assets), respectively. As of December 31, 2018, the future minimum lease payments under the Group’s non-cancelable operating lease agreements based on ASC 840 are as follows: Fiscal Year Operating lease RMB 2019 161,402 2020 139,306 2021 102,574 2022 100,001 2023 56,822 Thereafter 83,379 Total lease commitment 643,484 As of December 31, 2019, the Company did not have any material operating or finance leases that have been signed but not commenced. |
Comprehensive income | (ac) Comprehensive income Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. For the periods presented, the Group’s comprehensive income includes net income and foreign currency translation adjustments and is presented in the consolidated statements of comprehensive income. |
Earnings per share | (ad) Earnings per share Basic earnings per ordinary share is computed by dividing net income attributable to ordinary shareholders by weighted average number of ordinary shares outstanding during the period. Diluted earnings per ordinary share reflects the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised or converted into ordinary shares, which consist of the ordinary shares issuable upon the conversion of the convertible senior notes (using the if-converted method) and ordinary shares issuable upon the exercise of stock options and vest of non-vested restricted share units (using the treasury stock method). |
Redeemable non-controlling interests | (ae) Redeemable non-controlling interests |
Recently issued accounting pronouncements | (af) Recently issued accounting pronouncements New Accounting Pronouncements Recently Adopted In May 2014, the Financial Accounting Standards Board ("FASB") issued accounting standards update (“ASU”) 2014-09, Revenue from Contracts with Customers that changes the revenue recognition for companies that enter into contracts with customers to transfer goods or services. The standard is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner depicting the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. The FASB has also issued a number of updates to this standard. Effective January 1, 2018, the Group adopted the requirements of this ASU using the full retrospective method. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which introduces a new standard related to leases to increase transparency and comparability among organizations by requiring the recognition of right of use assets and lease liabilities on the balance sheet. The Group adopted the new lease standard beginning January 1, 2019 using the modified retrospective transition approach through a cumulative-effect adjustment in the period of adoption rather than retrospectively adjusting prior periods and the package of practical expedients. Adoption of the new standard resulted in a recognition of right of use assets and lease liabilities by RMB462,391 and RMB459,733 as of January 1, 2019, respectively. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows, Restricted Cash, which clarifies guidance on the classification and presentation of restricted cash in the statement of cash flows. The Group adopted ASU 2016-18 on January 1, 2018 using the retrospective transition method. According to the ASU, amounts generally described as restricted cash should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flow. New Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. ASU 2016-13 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2019. The Company does not expect the adoption of this new standard to have any material impact on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment, which simplifies the accounting for goodwill impairment by eliminating Step two from the goodwill impairment test. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, versus determining an implied fair value in Step two to measure the impairment loss. The guidance is effective for annual and interim impairment tests performed in periods beginning after December 15, 2019. Early adoption is permitted for all entities for annual and interim goodwill impairment testing dates on or after January 1, 2017. The new standard should be applied on a prospective basis. The Company does not expect the adoption of this new standard to have any material impact on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”) which eliminates, adds and modifies certain disclosure requirements for fair value measurements. Under the new standard, public companies will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The new standard is effective for all entities for fiscal years beginning after December 15, 2019 and for interim periods within those fiscal years, but entities are permitted to early adopt either the entire standard or only the provisions that eliminate or modify the requirements. The Group does not expect the adoption of this new standard to have any material impact on its consolidated financial statements. |
Organization and Principal Ac_2
Organization and Principal Activities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization and Principal Activities | |
Schedule of major subsidiaries and VIE | As of December 31, 2019, the Company’s major subsidiaries and VIE are as follows: Date of Place of Legal incorporation incorporation ownership Subsidiaries: Baozun Hong Kong Holding Limited 10-Jan-14 HK 100 % Shanghai Baozun E-commerce Limited 11-Nov-03 PRC 100 % Shanghai Bodao E-commerce Limited 30-Mar-10 PRC 100 % Shanghai Yingsai Advertisement Limited 30-Mar-10 PRC 100 % Baozun Hongkong Limited 11-Sep-13 HK 100 % Shanghai Fengbo E-commerce Limited 29-Dec-11 PRC 100 % Baozun Hongkong Investment Limited 21-July-15 HK 100 % Baotong Hong Kong Holding Limited 5-May-16 HK 100 % Baotong E-logistics Technology (Suzhou) Limited 27-March-17 PRC 100 % VIE: Shanghai Zunyi Business Consulting Ltd. 31-Dec-10 PRC N/A |
Schedule of amounts and balances of Shanghai Zunyi were included in the Group's consolidated financial statement after the elimination of intercompany balances and transactions | The following amounts and balances of Shanghai Zunyi were included in the Group’s consolidated financial statement after the elimination of intercompany balances and transactions: As of December 31, 2018 2019 RMB RMB Cash and cash equivalent 4,102 4,218 Accounts receivable, net 319,946 266,717 Inventories, net 30 144 Advance to suppliers 693 933 Amounts due from related parties 12,144 45 Prepayments and other current assets 11,417 224 Investment in an equity investee without readily determinable fair value 5,464 — Property and equipment, net 4,352 3,716 Intangible assets 63 53 Other non-current assets 52 — Total assets 358,263 276,050 Accounts payable 4,891 5,048 Income tax payables 675 11,554 Accrued expenses and other current liabilities 6,884 14,520 Total liabilities 12,450 31,122 For Year Ended December 31, 2017 2018 2019 RMB RMB RMB Net revenues 253,551 490,796 626,912 Operating expenses 182,715 391,595 544,727 Net income 71,102 90,753 65,279 Net cash provided by (used in) operating activities 959 (5) 356 Net cash provided by (used in) investing activities 859 553 (240) |
Summary of Significant Princi_3
Summary of Significant Principal Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Principal Accounting Policies | |
Schedule of concentration of customers and suppliers | The following customer accounted for 10% or more of net revenue for the years ended December 31, 2017, 2018 and 2019: For Year Ended December 31, 2017 2018 2019 RMB RMB RMB A 462,384 637,963 879,220 The following customer accounted for 10% or more of balances of accounts receivable as of December 31, 2018 and 2019: As of December 31, 2018 2019 RMB RMB A 318,396 397,999 The following suppliers accounted for 10% or more of purchases for the years ended December 31, 2017, 2018 and 2019: For Year Ended December 31, 2017 2018 2019 RMB RMB RMB B 938,128 1,300,297 1,775,444 C 474,399 * * |
Schedule of estimated useful lives and residual rates | Property and equipment are stated at cost less accumulated depreciation and impairment. Property and equipment are depreciated at rates sufficient to write off their costs less impairment and residual value, if any, over the estimated useful lives on a straight-line basis. The estimated useful lives and residual rates are as follows: Classification Useful years Residual rate Electronic devices 3 years 0% - 5% Vehicle 5 years 5% Furniture and office equipment 5 years 5% Machinery 10 years 5% Buildings 44 years 5% Leasehold improvement Over the shorter of the expected life of leasehold improvements or the lease term 0% |
Schedule of weighted-average remaining lease term and weighted-average discount rate for the Company's leases | The following table discloses the weighted-average remaining lease term and weighted-average discount rate for the Group’s leases: Lease Term and Discount Rate December 31, 2019 Weighted-average remaining lease term: - Operating leases 3.98 years Weighted-average discount rate - Operating leases 7.97 % |
Schedule of future minimum lease payments by year as of December 31, 2019 | The following is a maturity analysis of the annual undiscounted cash flows for the annual periods ended December 31: Fiscal Year Operating lease RMB 2020 165,670 2021 120,654 2022 103,016 2023 53,258 2024 43,600 Thereafter 34,771 Total lease commitment 520,969 Less: Imputed interest (73,125) Total operating lease liabilities 447,844 Less: current operating lease liabilities (137,855) Long-term operating lease liabilities 309,989 |
Schedule of supplemental cash flow information related to leases | Supplemental cash flow information related to leases for the year ended December 31, 2019 is as follows: Cash paid for amounts included in measurement of liabilities: Operating cash flows from operating leases 162,818 Right-of-use assets obtained in exchange for lease liabilities: Operating leases 277,638 |
Schedule of future minimum lease payments by year as of December 31, 2018 | During the three years ended December 31, 2017, 2018 and 2019, the Group incurred operating lease expenses of RMB105,126, RMB 141,993 and RMB172,727 (excluding RMB2,786 for short-term leases not capitalized as right-of-use assets), respectively. As of December 31, 2018, the future minimum lease payments under the Group’s non-cancelable operating lease agreements based on ASC 840 are as follows: Fiscal Year Operating lease RMB 2019 161,402 2020 139,306 2021 102,574 2022 100,001 2023 56,822 Thereafter 83,379 Total lease commitment 643,484 |
Revenue (Table)
Revenue (Table) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue | |
Disaggregation of Revenue | Disaggregation of revenues For Year Ended December 31, 2017 2018 2019 RMB RMB RMB Product sales 2,257,632 2,516,862 3,422,151 Service - online store operations, digital marketing, customer service, warehousing and fulfillment and IT maintenance service which revenues are recognized over time 1,863,446 2,835,206 3,817,450 - one-time online store design and setup services which revenue is recognized at point of time 27,730 40,969 38,591 Total revenue 4,148,808 5,393,037 7,278,192 |
Contract Liability | The movement of the advances from customers for the years ended December 31, 2018 and 2019 were as follows: Advances from Customers Opening Balance as of January 1, 2018 25,148 Increase/(decrease), net (6,760) Ending Balance as of December 31, 2018 18,388 Increase/(decrease), net 6,360 Ending Balance as of December 31, 2019 24,748 |
Accounts receivable, net (Table
Accounts receivable, net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounts receivable, net | |
Schedule of Accounts Receivable, Net | Accounts receivable, net, consists of the following: As of December 31, 2018 2019 RMB RMB Accounts receivable 1,549,398 1,811,622 Allowance for doubtful accounts: Balance at beginning of the year (1,658) (1,767) Additions (159) (9,037) Write-offs 50 78 Balance at end of the year (1,767) (10,726) Accounts receivable, net 1,547,631 1,800,896 |
Inventories, net (Tables)
Inventories, net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventories, net | |
Schedule of Inventories | Inventories, net consist of the following: As of December 31, 2018 2019 RMB RMB Products 696,515 973,327 Packing materials and others 77 122 Inventories 696,592 973,449 Inventory write-down: Balance at beginning of the year (32,335) (46,244) Additions (38,725) (76,169) Write-offs 24,816 45,782 Balance at end of the year (46,244) (76,631) Inventories, net 650,348 896,818 |
Prepayments and other current_2
Prepayments and other current assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Prepayments and other current assets | |
Schedule of prepayments and other current assets | Prepayments and other current assets consist of the following: As of December 31, 2018 2019 RMB RMB Rebate receivable from suppliers 197,178 281,095 Prepaid expenses 31,559 28,992 Interest receivables 3,399 21,829 Deposits (1) 12,155 18,972 Value-added tax (“VAT”) recoverable 26,747 13,283 Employee advances (2) 3,608 2,317 Others 11,503 21,225 Prepayment and other current assets 286,149 387,713 (1) Deposits represent rental deposits and deposits paid to third-party platforms. (2) Employee advances represent cash advanced to online store managers for store daily operation, such as online store promotion activities . |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property and equipment, net | |
Schedule of property and equipment, net | Property and equipment, net, consists of the following: As of December 31, 2018 2019 RMB RMB Electronic devices 130,725 148,407 Vehicle 4,872 3,479 Furniture and office equipment 20,760 39,280 Leasehold improvement 168,899 211,087 Machinery 17,684 14,560 Buildings 198,264 198,263 Total 541,204 615,076 Accumulated depreciation and amortization (138,464) (199,428) Property and equipment, net 402,740 415,648 |
Intangible assets, Net (Tables)
Intangible assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Intangible assets, Net | |
Schedule of Intangible Assets, Net | Intangible assets, net, consist of the following: As of December 31, 2018 2019 RMB RMB Internally developed software 171,801 233,366 Trademark 692 1,070 Supplier relationship 15,620 15,620 Accumulated amortization (55,720) (99,015) Intangible assets, net 132,393 151,041 |
Short-term and long-term loan (
Short-term and long-term loan (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Short-term and long-term loan | |
Short-term and long-term loans | The short-term and long-term loan as of December 31, 2018 and 2019 were as follows: As of December 31, 2018 2019 RMB RMB Short- term loan Short-term bank borrowings 436,200 428,490 Long-term loan Long-term bank borrowings 68,753 — Convertible senior notes — 1,859,896 Total 68,753 1,859,896 |
Accrued expenses and other cu_2
Accrued expenses and other current liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accrued expenses and other current liabilities | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consist of the following: As of December 31, 2018 2019 RMB RMB Logistics expenses accruals 102,717 317,282 Advances from customers 18,388 24,748 Outsourced labor cost payable 47,154 63,136 Salary and welfare payable 77,172 90,895 Professional fee accruals 7,461 10,994 Marketing expenses accruals 42,689 26,504 Other tax payable 8,189 5,003 Sales return accrual 3,733 6,898 Loss provision for accidental fire (1) — 21,275 Others 15,165 14,387 Accrued expenses and other current liabilities 322,668 581,122 (1) Loss provision for accidental fire represents potential compensation to brand partners for damaged goods owned by them and under the Group's warehousing and fulfillment services, and legal and other expenses relating to an accidental fire that occurred at a third-party warehouse in Shanghai on October 29, 2019. |
Income tax (Tables)
Income tax (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income tax | |
Schedule of current and deferred portion of income tax expenses | The current and deferred portion of income tax expenses included in the consolidated statements of operations, which were substantially attributable to the Group’s PRC subsidiaries are as follows: For Year Ended December 31, 2017 2018 2019 RMB RMB RMB Current tax 57,642 87,897 87,930 Deferred tax (3,391) (22,944) (16,786) Income tax expense 54,251 64,953 71,144 |
Schedule of reconciliations of the differences between the PRC statutory income tax rate and the Group's effective income tax rate | Reconciliation of the differences between the PRC statutory income tax rate and the Group’s effective income tax rate for the years ended December 31, 2017, 2018 and 2019 are as follows: For Year Ended December 31, 2017 2018 2019 RMB RMB RMB Statutory income tax rate 25.00 % 25.00 % 25.00 % Non-deductible share-based compensation 5.50 % 5.65 % 5.40 % Effect on tax rates in different tax jurisdiction (1.91) % (1.62) % (0.77) % Effect of preferential tax rate on assessable profits/losses of subsidiary incorporated in the PRC (2.24) % 2.72 % (1.29) % Tax incentives relating to research and development expenditure (5.16) % (12.45) % (12.22) % Other non-deductible expenses 0.09 % 0.05 % 1.37 % Changes in valuation allowance (0.78) % — % 2.94 % Effective income tax rate 20.50 % 19.35 % 20.43 % |
Schedule of principal components of the deferred tax assets and liabilities | The principal components of the deferred tax assets and liabilities are as follows: As of December 31, 2018 2019 RMB RMB Deferred tax assets: Logistics expenses accruals 540 1,462 Inventory write-down 10,904 18,279 Allowance for other investments 1,557 2,563 Promotion expenses accruals 253 81 Salary and welfare payable 3,678 2,325 Professional fee accruals 1,289 1,774 Marketing expenses accruals 815 1,560 Allowance for doubtful accounts 379 2,621 Provision for compensation — 5,319 Other accruals 2,108 1,201 Net operating loss carry forward 22,872 33,839 Less: valuation allowance (6,314) (16,547) Deferred tax assets, net 38,081 54,477 Deferred tax liabilities: Identifiable intangible assets (3,319) (2,929) Deferred tax liabilities (3,319) (2,929) |
Summary of movement of the valuation allowance | Movement of the valuation allowance is as follows: For Year Ended December 31, 2018 2019 RMB RMB Balance as of January 1 6,325 6,314 Addition — 10,233 Reversal (11) — Balance as of December 31 6,314 16,547 |
Redeemable non-controlling in_2
Redeemable non-controlling interests (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Redeemable non-controlling interests | |
Schedule of reconciliation of the beginning and ending RNCI amounts | In October 2019, the Group obtained control over BCJ through an agreement with CJ O Shopping whereby CJ O Shopping waived its participating rights in exchange for a put option. The put option allows CJ O Shopping to sell its 49% equity interest in BCJ to the Group for a consideration of approximately RMB9.2 million in the event that BCJ’s net assets is less than RMB3,000. As the redemption of the non-controlling interests by CJ O Shopping is outside of the control of the Group, the non-controlling interests are accounted for as redeemable non-controlling interests in the Group's consolidated balance sheets. The put option has nil value due to the remote possibility of occurrence of the redemption event. It is not subject to separate accounting and recognized as part of the redeemable non-controlling interests. The redeemable non-controlling interests were initially recorded at the acquisition date fair value and subsequently adjusted to the maximum redemption amount according to the agreement with CJ O Shopping. (Note 9) 2019 RMB Balance as of January 1 — RNCI recognized on business acquisitions 8,473 RNCI share of earnings 781 Balance as of December 31 9,254 |
Net income per share (Tables)
Net income per share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Income (Loss) Per Share | Basic and diluted net income per share for each of the years presented are calculated as follows: For Year Ended December 31, 2017 2018 2019 RMB RMB RMB Numerator: Net income 209,130 269,771 281,891 Net (income) loss attributable to non-controlling interests (264) (59) 187 Net income attributable to redeemable non-controlling interests — — (781) Net income attributable to ordinary shareholders of Baozun Inc. 208,866 269,712 281,297 Net income per share attributable to ordinary shareholders of Baozun Inc. Basic 1.29 1.59 1.62 Diluted 1.19 1.50 1.57 Net income per ADS (1 ADS represents 3 Class A ordinary shares) attributable to ordinary shareholders of Baozun Inc. Basic 3.87 4.76 4.85 Diluted 3.56 4.51 4.72 Shares (Denominator): Weighted average number of ordinary shares Basic 162,113,815 169,884,906 173,937,013 Diluted 176,115,049 179,327,029 178,932,010 |
Related party transactions (Tab
Related party transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related party transactions | |
Schedule of Related Party Transactions | (a) For Year Ended December 31, 2017 2018 2019 RMB RMB RMB Marketing and platform service fees paid to Alibaba Group 351,482 518,299 655,614 Logistic service fees paid to Alibaba Group 13,052 79,182 92,887 Warehousing service revenue generated from Alibaba Group 5,105 23,698 21,539 Store operation service revenue generated from Ahead 117 10 4 Commission fee paid to Ahead 1,591 666 298 Store operation service revenue generated from AJ — — 29 Commission fee paid to AJ — — 245 Logistic service revenue from BCJ — 3,157 2,700 Purchase of goods from Pengtai — 13,994 — IT service revenue generated from Pengtai — — 4,053 Store operation service revenue generated from Misako — 68 1,239 Outsourcing labor cost paid to Juxi — — 7,326 |
Schedule of Related Party Balances | (b) As of December 31, 2018 2019 RMB RMB Amounts due from Alibaba Group 19,571 17,218 Amounts due from Ahead 11,058 — Amounts due from BCJ 1,573 — Amounts due from Misako 68 1,273 Amounts due from Pengtai — 832 Amounts due to Pengtai 13,994 — Amounts due to AJ — 887 Amounts due to Juxi — 5,909 |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule Of Future Aggregate Minimum Payments | Year ended December 31, 2019 RMB 2020 55,835 2021 56,235 2022 82,069 2023 120,823 2024 and after 197,372 Total other commitment 512,334 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock Option Activity | A summary of option activity during the year ended December 31, 2019 is presented below: Weighted Weighted Average Aggregate Average Remaining Intrinsic Number of Exercise Contractual Value of Options Price Term Options RMB RMB Outstanding, as of January 1, 2019 3,020,550 1.0 5.6 199,056 Granted — Forfeited (2,804) Expired — Exercised (770,559) Outstanding, as of December 31, 2019 2,247,187 0.6 4.7 171,306 Vested and expected to vest as of December 31, 2019 2,247,187 0.6 4.7 171,306 Exercisable as of December 31, 2019 2,247,187 0.6 4.7 171,306 |
Schedule of restricted share units activities | Number of restricted share Weighted-Average units Grant-Date Fair Value RMB Outstanding, as of December 31, 2018 4,471,816 40.09 Granted 1,124,109 87.08 Vested (2,208,169) 36.98 Forfeited (867,201) 41.01 Outstanding and unvested, as of December 31, 2019 2,520,555 61.05 |
Schedule of Allocated Share-Based Compensation Expense | For Year Ended December 31, 2017 2018 2019 RMB RMB RMB Fulfillment 2,904 5,831 9,839 Sales and marketing 20,363 28,346 22,209 Technology and content 13,822 13,445 9,817 General and administrative 21,142 28,240 33,318 58,231 75,862 75,183 |
Organization and Principal Ac_3
Organization and Principal Activities (Summary of Major Subsidiaries and VIE) (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Shanghai Zunyi Business Consulting Ltd. [Member] | |
Organization and Principal Activities [Line Items] | |
Date of incorporation | Dec. 31, 2010 |
Place of incorporation | PRC |
Baozun Hongkong Holding Limited [Member] | |
Organization and Principal Activities [Line Items] | |
Date of incorporation | Jan. 10, 2014 |
Place of incorporation | HK |
Legal ownership (as a percent) | 100.00% |
Shanghai Baozun E-commerce Limited [Member] | |
Organization and Principal Activities [Line Items] | |
Date of incorporation | Nov. 11, 2003 |
Place of incorporation | PRC |
Legal ownership (as a percent) | 100.00% |
Shanghai Bodao E-commerce Limited [Member] | |
Organization and Principal Activities [Line Items] | |
Date of incorporation | Mar. 30, 2010 |
Place of incorporation | PRC |
Legal ownership (as a percent) | 100.00% |
Shanghai Yingsai Advertisement Limited [Member] | |
Organization and Principal Activities [Line Items] | |
Date of incorporation | Mar. 30, 2010 |
Place of incorporation | PRC |
Legal ownership (as a percent) | 100.00% |
Baozun Hongkong Limited [Member] | |
Organization and Principal Activities [Line Items] | |
Date of incorporation | Sep. 11, 2013 |
Place of incorporation | HK |
Legal ownership (as a percent) | 100.00% |
Shanghai Fengbo E-commerce Limited [Member] | |
Organization and Principal Activities [Line Items] | |
Date of incorporation | Dec. 29, 2011 |
Place of incorporation | PRC |
Legal ownership (as a percent) | 100.00% |
Baozun Hongkong Investment Limited [Member] | |
Organization and Principal Activities [Line Items] | |
Date of incorporation | Jul. 21, 2015 |
Place of incorporation | HK |
Legal ownership (as a percent) | 100.00% |
Baotong Hong Kong Holding Limited [Member] | |
Organization and Principal Activities [Line Items] | |
Date of incorporation | May 5, 2016 |
Place of incorporation | HK |
Legal ownership (as a percent) | 100.00% |
Baotong E-logistics Technology Suzhou Limited [Member] | |
Organization and Principal Activities [Line Items] | |
Date of incorporation | Mar. 27, 2017 |
Place of incorporation | PRC |
Legal ownership (as a percent) | 100.00% |
Organization and Principal Ac_4
Organization and Principal Activities (Schedule of Consolidated Balances and Transactions) (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | Dec. 31, 2019CNY (¥) | |
Variable Interest Entity [Line Items] | |||||
Cash and cash equivalent | $ 164,390 | ¥ 457,340 | ¥ 244,809 | ¥ 1,144,451 | |
Accounts receivable, net | 258,683 | 1,547,631 | 1,800,896 | ||
Inventories, net | 128,820 | 650,348 | 896,818 | ||
Advances to suppliers | 30,850 | 166,076 | 214,771 | ||
Amounts due from related parties | 2,776 | 32,270 | 19,323 | ||
Prepayments and other current assets | 55,691 | 286,149 | 387,713 | ||
Investment in an equity investee without readily determinable fair value | 9,021 | 0 | |||
Property and equipment, net | 59,704 | 402,740 | 415,648 | ||
Intangible assets | 21,696 | 132,393 | 151,041 | ||
Other non-current assets | 5,956 | 30,021 | 41,461 | ||
Total assets | 1,019,363 | 4,015,824 | 7,096,600 | ||
Accounts payable | 125,987 | 886,340 | 877,093 | ||
Income tax payables | 11,774 | 62,764 | 81,966 | ||
Accrued expenses and other current liabilities | 83,473 | 322,668 | 581,122 | ||
Total liabilities | 645,930 | 1,820,808 | 4,496,829 | ||
Net revenues | 1,045,447 | ¥ 7,278,192 | 5,393,037 | 4,148,808 | |
Operating expenses | 990,339 | 6,894,539 | 5,037,264 | 3,892,476 | |
Net income | 40,491 | 281,891 | 269,771 | 209,130 | |
Net cash provided by (used in) operating activities | 43,294 | 301,396 | (98,502) | (169,074) | |
Net cash provided by (used in) investing activities | $ (162,810) | (1,133,451) | 37,564 | (639,163) | |
VIE [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Cash and cash equivalent | 4,102 | 4,218 | |||
Accounts receivable, net | 319,946 | 266,717 | |||
Inventories, net | 30 | 144 | |||
Advances to suppliers | 693 | 933 | |||
Amounts due from related parties | 12,144 | 45 | |||
Prepayments and other current assets | 11,417 | 224 | |||
Investment in an equity investee without readily determinable fair value | 5,464 | ||||
Property and equipment, net | 4,352 | 3,716 | |||
Intangible assets | 63 | 53 | |||
Other non-current assets | 52 | ||||
Total assets | 358,263 | 276,050 | |||
Accounts payable | 4,891 | 5,048 | |||
Income tax payables | 675 | 11,554 | |||
Accrued expenses and other current liabilities | 6,884 | 14,520 | |||
Total liabilities | 12,450 | ¥ 31,122 | |||
Net revenues | 626,912 | 490,796 | 253,551 | ||
Operating expenses | 544,727 | 391,595 | 182,715 | ||
Net income | 65,279 | 90,753 | 71,102 | ||
Net cash provided by (used in) operating activities | 356 | (5) | 959 | ||
Net cash provided by (used in) investing activities | ¥ (240) | ¥ 553 | ¥ 859 |
Organization and Principal Ac_5
Organization and Principal Activities (Narrative) (Details) - $ / shares | 12 Months Ended | 34 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2012 | Dec. 31, 2013 | |
Organization and Principal Activities [Line Items] | |||||
Common Stock, Shares Subscribed but Unissued | 29,983,883 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||
Shanghai Baozun E-commerce Limited [Member] | Alibaba [Member] | |||||
Organization and Principal Activities [Line Items] | |||||
Percentage of equity interest acquired by investors | 25.16% | ||||
Shanghai Baozun E-commerce Limited [Member] | Private Opportunities [Member] | |||||
Organization and Principal Activities [Line Items] | |||||
Percentage of equity interest acquired by investors | 5.81% | ||||
Shanghai Baozun E-commerce Limited [Member] | GS Investment [Member] | |||||
Organization and Principal Activities [Line Items] | |||||
Percentage of equity interest acquired by investors | 3.88% | ||||
Shanghai Baozun E-commerce Limited [Member] | Stelca Holding [Member] | |||||
Organization and Principal Activities [Line Items] | |||||
Percentage of equity interest acquired by investors | 1.53% | ||||
Shanghai Baozun E-commerce Limited [Member] | New Access [Member] | |||||
Organization and Principal Activities [Line Items] | |||||
Percentage of equity interest acquired by investors | 3.86% | ||||
Shanghai Baozun E-commerce Limited [Member] | Crescent Castle [Member] | |||||
Organization and Principal Activities [Line Items] | |||||
Percentage of equity interest acquired by investors | 24.80% | ||||
Shanghai Baozun E-commerce Limited [Member] | Infinity [Member] | |||||
Organization and Principal Activities [Line Items] | |||||
Percentage of equity interest acquired by investors | 6.46% | ||||
VIE [Member] | |||||
Organization and Principal Activities [Line Items] | |||||
Contribution percentage in consolidated net revenues | 8.61% | 9.10% | 6.11% | ||
Contribution percentage in consolidated total assets | 3.89% | 8.92% | |||
Variable Interest Entities Contribution Percentage Liabilities | 0.69% | 0.68% |
Summary of Significant Princi_4
Summary of Significant Principal Accounting Policies (Schedule of Concentration and Risks) (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | Dec. 31, 2019CNY (¥) | |
Concentration Risk [Line Items] | |||||
Accounts receivable, net | $ 258,683 | ¥ 1,547,631 | ¥ 1,800,896 | ||
Cost of products | $ 398,509 | ¥ 2,774,342 | 2,034,852 | ¥ 1,917,467 | |
Accounts Receivable [Member] | Customer [Member] | Customer A [Member] | |||||
Concentration Risk [Line Items] | |||||
Accounts receivable, net | 318,396 | 397,999 | |||
Cost of Products [Member] | Supplier [Member] | B [Member] | |||||
Concentration Risk [Line Items] | |||||
Cost of products | ¥ 1,775,444 | 1,300,297 | 938,128 | ||
Cost of Products [Member] | Supplier [Member] | C [Member] | |||||
Concentration Risk [Line Items] | |||||
Cost of products | 474,399 | ||||
Sales Revenue, Net [Member] | Customer [Member] | Customer A [Member] | |||||
Concentration Risk [Line Items] | |||||
Accounts receivable, net | ¥ 637,963 | ¥ 462,384 | ¥ 879,220 |
Summary of Significant Princi_5
Summary of Significant Principal Accounting Policies (Summary of Useful Lives) (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Electronic devices [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful years | 3 years |
Electronic devices [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Residual rate | 0.00% |
Electronic devices [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Residual rate | 5.00% |
Vehicle [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful years | 5 years |
Residual rate | 5.00% |
Furniture and office equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful years | 5 years |
Residual rate | 5.00% |
Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful years | 10 years |
Residual rate | 5.00% |
Buildings [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful years | 44 years |
Residual rate | 5.00% |
Leasehold improvement [Member] | |
Property, Plant and Equipment [Line Items] | |
Residual rate | 0.00% |
Summary of Significant Princi_6
Summary of Significant Principal Accounting Policies (Leases) (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2019CNY (¥) | Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Jan. 01, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Lease, Practical Expedients, Package [true false] | true | ||||
Operating lease right-of-use assets | $ 63,287 | ¥ 440,593 | |||
Total lease liabilities | ¥ 447,844 | ||||
Lease Term and Discount Rate | |||||
Weighted-average remaining lease term:- Operating leases | 3 years 11 months 23 days | 3 years 11 months 23 days | |||
Weighted-average discount rate:- Operating leases | 7.97% | 7.97% | |||
Future minimum lease payments by year as of December 31, 2019 | |||||
2020 | ¥ 165,670 | ||||
2021 | 120,654 | ||||
2022 | 103,016 | ||||
2023 | 53,258 | ||||
2024 | 43,600 | ||||
Thereafter | 34,771 | ||||
Total lease commitment | 520,969 | ||||
Less: Imputed interest | (73,125) | ||||
Total operating lease liabilities | 447,844 | ||||
Less: current operating lease liabilities | $ (19,802) | (137,855) | |||
Long-term operating lease liabilities | $ 44,527 | ¥ 309,989 | |||
Cash paid for amounts included in measurement of liabilities: | |||||
Operating cash flows from operating leases | ¥ 162,818 | ||||
Right-of-use assets obtained in exchange for lease liabilities: | |||||
Operating leases | ¥ 277,638 | ||||
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |||||
2019 | ¥ 161,402 | ||||
2020 | 139,306 | ||||
2021 | 102,574 | ||||
2022 | 100,001 | ||||
2023 | 56,822 | ||||
Thereafter | 83,379 | ||||
Total lease commitment | ¥ 643,484 | ||||
Accounting Standards Update 2016-02 [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Operating lease right-of-use assets | ¥ 462,391 | ||||
Total lease liabilities | 459,733 | ||||
Future minimum lease payments by year as of December 31, 2019 | |||||
Total operating lease liabilities | 459,733 | ||||
Accounting Standards Update 2016-02 [Member] | Restatement Adjustment [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Operating lease right-of-use assets | 462,391 | ||||
Total lease liabilities | 459,733 | ||||
Future minimum lease payments by year as of December 31, 2019 | |||||
Total operating lease liabilities | ¥ 459,733 |
Summary of Significant Princi_7
Summary of Significant Principal Accounting Policies (Narrative) (Details) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Jan. 01, 2019CNY (¥) | |
Significant Accounting Policies [Line Items] | ||||||
Impairment of equity method investments | ¥ 0 | ¥ 0 | ¥ 0 | |||
Cash and cash equivalents | 457,340,000 | 244,809,000 | $ 164,390 | ¥ 1,144,451,000 | ||
Short-term investments | 56,535,000 | 121,239 | 844,040,000 | |||
Advertising expense | 869,977,000 | 619,841,000 | 362,721,000 | |||
Income from government subsidies | 25,761,000 | 25,477,000 | 10,308,000 | |||
Reimbursements recorded as other income | ¥ 3,231,000 | 2,856,000 | 2,517,000 | |||
Foreign Currency Exchange Rate Weighted Average Translation Rate | 6.9618 | |||||
Amortization of Intangible Assets | ¥ 43,295,000 | 19,481,000 | 12,837,000 | |||
Loss for accidental fire that occurred at a third-party warehouse in Shanghai | 45,469,000 | |||||
Future lease payments for short-term operating | 6,515,000 | |||||
Operating Lease, Cost | 172,727,000 | 141,993,000 | 105,126,000 | |||
Short-term Lease, Cost | ¥ 2,786,000 | |||||
Operating Lease, Right-of-Use Asset | $ 63,287 | 440,593,000 | ||||
Operating Lease, Liability | ¥ 447,844,000 | |||||
Accounting Standards Update 2016-02 [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Operating Lease, Right-of-Use Asset | ¥ 462,391,000 | |||||
Operating Lease, Liability | ¥ 459,733,000 | |||||
Internally developed software [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Intangible asset, useful life | 3 years | |||||
Trademark [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Intangible asset, useful life | 10 years | |||||
Land Use Right [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Intangible asset, useful life | 44 years | |||||
Amortization of Intangible Assets | ¥ 1,026,000 | ¥ 1,026,000 | ¥ 342,000 | |||
Property, Plant and Equipment, Estimated Useful Lives | 42 | |||||
Supplier relationship [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Intangible asset, useful life | 10 years |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenues (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | |
Revenues | $ 1,045,447 | ¥ 7,278,192 | ¥ 5,393,037 | ¥ 4,148,808 |
Product [Member] | ||||
Revenues | 491,561 | 3,422,151 | 2,516,862 | 2,257,632 |
Service [Member] | ||||
Revenues | $ 553,886 | 3,856,041 | 2,876,175 | 1,891,176 |
Transferred at Point in Time [Member] | OneTime Online Store Design and Setup Services [Member] | ||||
Revenues | 38,591 | 40,969 | 27,730 | |
Transferred over Time [Member] | Service [Member] | ||||
Revenues | ¥ 3,817,450 | ¥ 2,835,206 | ¥ 1,863,446 |
Revenue - Contract Liability (D
Revenue - Contract Liability (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue | ||
Opening Balance | ¥ 18,388 | ¥ 25,148 |
Increase/(decrease), net | 6,360 | (6,760) |
Ending Balance | ¥ 24,748 | ¥ 18,388 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Revenue | ||
Revenue recognized under contract liability | ¥ 18,388 | ¥ 25,148 |
Accounts receivable, net (Detai
Accounts receivable, net (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | |
Accounts receivable, net | ||||
Accounts receivable | ¥ 1,549,398 | ¥ 1,811,622 | ||
Allowance for doubtful accounts: | ||||
Balance at beginning of the year | ¥ (1,767) | (1,658) | ||
Additions | (9,037) | (159) | ||
Write-offs | 78 | 50 | ||
Balance at end of the year | ¥ (10,726) | (1,767) | ||
Accounts receivable, net | ¥ 1,547,631 | $ 258,683 | ¥ 1,800,896 |
Inventories, net (Details)
Inventories, net (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | Dec. 31, 2019CNY (¥) | |
Inventory [Line Items] | |||||
Products | ¥ 696,515 | ¥ 973,327 | |||
Packing materials and others | 77 | 122 | |||
Inventories | 696,592 | 973,449 | |||
Balance at beginning of the year | ¥ (46,244) | (32,335) | |||
Additions | (76,169) | (38,725) | |||
Write-offs | 45,782 | 24,816 | |||
Balance at end of the year | (76,631) | (46,244) | ¥ (32,335) | ||
Inventories, net | $ 128,820 | 650,348 | ¥ 896,818 | ||
Inventories write-downs | $ 10,941 | 76,169 | 38,725 | 42,313 | |
Cost of products | |||||
Inventory [Line Items] | |||||
Inventories write-downs | 51,975 | ¥ 38,725 | ¥ 42,313 | ||
Other operating income (expense), net | |||||
Inventory [Line Items] | |||||
Write-down recorded for accidental fire that occurred at a third-party warehouse in Shanghai | ¥ 24,194 |
Prepayments and other current_3
Prepayments and other current assets (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) |
Prepayments and other current assets | |||
Rebate receivable from suppliers | ¥ 281,095 | ¥ 197,178 | |
Prepaid expenses | 28,992 | 31,559 | |
Interest receivables | 21,829 | 3,399 | |
Deposits (1) | 18,972 | 12,155 | |
Value-added tax ("VAT") recoverable | 13,283 | 26,747 | |
Employee advances (2) | 2,317 | 3,608 | |
Others | 21,225 | 11,503 | |
Prepayment and other current assets | $ 55,691 | ¥ 387,713 | ¥ 286,149 |
Property and equipment, net (De
Property and equipment, net (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | |
Property, Plant and Equipment [Line Items] | |||||
Property and equipment | ¥ 541,204 | ¥ 615,076 | |||
Accumulated depreciation and amortization | (138,464) | (199,428) | |||
Property and equipment, net | 402,740 | $ 59,704 | 415,648 | ||
Depreciation and amortization expenses | ¥ 75,775 | 51,669 | ¥ 37,436 | ||
Electronic devices [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment | 130,725 | 148,407 | |||
Vehicle [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment | 4,872 | 3,479 | |||
Furniture and office equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment | 20,760 | 39,280 | |||
Leasehold improvement [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment | 168,899 | 211,087 | |||
Machinery and Equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment | 17,684 | 14,560 | |||
Buildings [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment | ¥ 198,264 | ¥ 198,263 |
Intangible assets, Net (Details
Intangible assets, Net (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | |
Finite-Lived Intangible Assets [Line Items] | |||||
Accumulated amortization | ¥ (55,720) | ¥ (99,015) | |||
Intangible assets, net | 132,393 | $ 21,696 | 151,041 | ||
Amortization expenses | ¥ 43,295 | 19,481 | ¥ 12,837 | ||
Estimated amortization expenses of the existing intangible assets for the next five years | |||||
2020 | 55,054 | ||||
2021 | 47,046 | ||||
2022 | 25,727 | ||||
2023 | 9,168 | ||||
2024 | 8,016 | ||||
Internally developed software [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets | 171,801 | 233,366 | |||
Trademark [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets | 692 | 1,070 | |||
Supplier relationship [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets | ¥ 15,620 | ¥ 15,620 |
Investments in equity investe_2
Investments in equity investees (Narrative) (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2019CNY (¥) | Oct. 31, 2019CNY (¥) | Jun. 30, 2019CNY (¥) | Jul. 31, 2018CNY (¥) | Jan. 31, 2018CNY (¥) | Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | |
Investments in equity investees [Line Items] | |||||||||
Share of (income) loss in equity method investment | $ (685) | ¥ (4,768,000) | ¥ 996,000 | ¥ 1,265,000 | |||||
Asset Impairment Charges | 1,296 | 9,021,000 | 9,021,000 | 6,227,000 | |||||
Impaired Financing Receivable, Interest Income, Accrual Method | 9,021,000 | 9,021,000 | 6,227,000 | ||||||
Equity Securities without Readily Determinable Fair Value, Amount | ¥ 0 | 0 | 9,021,000 | ||||||
Equity Method Investment, Other than Temporary Impairment | 0 | 0 | 0 | ||||||
CJ O Shopping [Member] | |||||||||
Investments in equity investees [Line Items] | |||||||||
Share of (income) loss in equity method investment | 1,099,000 | 2,175,000 | 1,265,000 | ||||||
Equity Method Investment, Ownership Percentage | 51.00% | ||||||||
Equity interests to be transferred (as a percent) | 49.00% | ||||||||
Beijing Pengtai Interactive Advertising Co Ltd [Member] | |||||||||
Investments in equity investees [Line Items] | |||||||||
Share of (income) loss in equity method investment | 6,975,000 | 1,229,000 | |||||||
Equity Method Investment, Ownership Percentage | 51.00% | ||||||||
Business Combination, Consideration Transferred | ¥ 13,328,000 | ||||||||
Parent Company [Member] | |||||||||
Investments in equity investees [Line Items] | |||||||||
Asset Impairment Charges | $ 0 | 0 | 7,497,000 | ¥ 0 | |||||
Equity Method Investment, Ownership Percentage | 49.00% | ||||||||
Shanghai Baozun E-commerce Limited [Member] | |||||||||
Investments in equity investees [Line Items] | |||||||||
Carrying amount of previously held equity interest | ¥ 8,848,000 | ||||||||
Fair value of put option | 0 | ||||||||
Fair value of acquired assets | 41,920,000 | ||||||||
Fair value of assumed liabilities | 24,536,000 | ||||||||
Fair value of acquired noncontrolling interests | ¥ 8,473,000 | ||||||||
Shanghai Baozun E-commerce Limited [Member] | CJ O Shopping [Member] | |||||||||
Investments in equity investees [Line Items] | |||||||||
Equity Method Investment, Ownership Percentage | 49.00% | ||||||||
Equity interests to be transferred (as a percent) | 49.00% | ||||||||
Consideration on sale of equity interest | ¥ 9,200,000 | ||||||||
Decrease in net assets, threshold amount, maximum | 3,000,000 | ||||||||
Fair value of put option | ¥ 0 | ||||||||
E-commerce joint venture with FRAG | |||||||||
Investments in equity investees [Line Items] | |||||||||
Share of (income) loss in equity method investment | 450,000 | ¥ 50,000 | |||||||
Equity Method Investment, Ownership Percentage | 50.00% | ||||||||
Business Combination, Consideration Transferred | ¥ 500,000 | ||||||||
E-commerce joint venture with FRAG | FRAG COMERCIO INTERNATIONAL SL [Member] | |||||||||
Investments in equity investees [Line Items] | |||||||||
Equity Method Investment, Ownership Percentage | 50.00% | ||||||||
Hangzhou Juxi Technology Co., Ltd [Member] | |||||||||
Investments in equity investees [Line Items] | |||||||||
Share of (income) loss in equity method investment | 595,000 | ||||||||
Business Combination, Consideration Transferred | ¥ 15,000,000 | ||||||||
Percentage of ownership interest acquired | 10.00% | ||||||||
Jiangsu Shanggao Supply Chain Co., Ltd [Member] | |||||||||
Investments in equity investees [Line Items] | |||||||||
Share of (income) loss in equity method investment | ¥ 63,000 | ||||||||
Business Combination, Consideration Transferred | ¥ 1,500,000 | ||||||||
Percentage of ownership interest acquired | 10.00% | 10.00% |
Short-term and long-term loan_2
Short-term and long-term loan (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) |
Short- term loan | |||
Short-term bank borrowings | $ 61,549 | ¥ 428,490 | ¥ 436,200 |
Long-term loan | |||
Long-term bank borrowings | 0 | 68,753 | |
Convertible senior notes | 1,859,896 | 0 | |
Total | ¥ 1,859,896 | ¥ 68,753 |
Short-term and long-term loan_3
Short-term and long-term loan (Narrative) (Details) ¥ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Oct. 31, 2019 | Jan. 31, 2018USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | |
Short-term Debt | $ 61,549 | ¥ 428,490 | ¥ 436,200 | ||||||
Long-term Debt | 1,859,896 | 68,753 | |||||||
Interest Expense | $ 8,807 | ¥ 61,316 | ¥ 13,058 | ¥ 4,252 | |||||
Debt Instrument Converted To Notes Payable | ¥ 150,226 | ¥ 18,739 | |||||||
Revolving Credit Facility [Member] | |||||||||
Term of the debt | 1 year | 1 year | 1 year | ||||||
Maximum borrowing capacity | 1,133,134 | 1,170,000 | |||||||
Short-term Debt | 178,490 | 436,200 | |||||||
Deposits pledged | ¥ 7,500 | ¥ 3,600 | |||||||
Debt, Weighted Average Interest Rate | 4.52% | 4.52% | 4.75% | 4.75% | |||||
Credit facilities used to issue letter of guarantee | ¥ 121,069 | ¥ 138,847 | |||||||
Debt Instrument, Unused Borrowing Capacity, Amount | ¥ 690,849 | ¥ 579,814 | |||||||
Interest Expense | 39,380 | ||||||||
One Year Bank Loan Contract [Member] | |||||||||
Term of the debt | 1 year | ||||||||
Maximum borrowing capacity | 700,000 | ||||||||
Short-term Debt | 250,000 | ||||||||
Deposits pledged | ¥ 273,740 | ||||||||
Debt, Weighted Average Interest Rate | 4.24% | 4.24% | |||||||
Letters Of Guarantee [Member] | |||||||||
Maximum borrowing capacity | ¥ 151,322 | 167,104 | |||||||
Notes Payable [Member] | |||||||||
Maximum borrowing capacity | ¥ 210,693 | 26,770 | |||||||
Three Year Bank Loan Agreement [Member] | |||||||||
Term of the debt | 3 years | ||||||||
Maximum borrowing capacity | $ | $ 50,000 | ||||||||
Long-term Debt | $ 10,000 | ¥ 68,753 | |||||||
Deposits pledged | $ | $ 10,100 | ||||||||
Debt Instrument, Description of Variable Rate Basis | Libor plus 1.1% | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.10% | ||||||||
Bank borrowings | |||||||||
Interest Expense | ¥ 21,936 | ¥ 13,058 | ¥ 4,252 |
Short-term and long-term loan_4
Short-term and long-term loan (Convertible Senior Notes due 2024) (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands | Apr. 10, 2019USD ($)$ / shares | Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) |
Debt Instrument [Line Items] | |||||
Proceeds from issuance of convertible senior notes, net of issuance cost paid | $ 265,420 | ¥ 1,847,802 | ¥ 0 | ¥ 0 | |
Convertible Senior Notes due 2024 | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ | $ 275,000 | ||||
Interest rate (as a percent) | 1.625% | ||||
Repurchase price (as a percent) | 100.00% | ||||
Proceeds from issuance of convertible senior notes, net of issuance cost paid | 269,000 | 1,847,060 | |||
Issuance cost | $ 6,000 | ¥ 41,530 | |||
ADS | Convertible Senior Notes due 2024 | |||||
Debt Instrument [Line Items] | |||||
Conversion rate of the notes to common stock, per $1,000 principal amount of notes | 19.2308 | ||||
Conversion price per share of common stock | $ / shares | $ 52 |
Short-term and long-term loan_5
Short-term and long-term loan (ADS Lending Arrangement) (Details) - 12 months ended Dec. 31, 2019 $ / shares in Units, ¥ in Thousands, $ in Millions | USD ($)$ / sharesshares | CNY (¥) |
Debt Instrument [Line Items] | ||
ADS lending arrangement in connection with issuance of convertible senior notes | ¥ | ¥ 33,836 | |
ADS | ||
Debt Instrument [Line Items] | ||
Number of shares loaned | 4,230,776 | |
Price of Loaned ADSs (in dollars per share) | $ / shares | $ 0.0003 | |
Outstanding number of Loaned ADSs | 4,230,776 | |
ADS lending arrangement in connection with issuance of convertible senior notes | $ 5 | ¥ 33,836 |
Accrued expenses and other cu_3
Accrued expenses and other current liabilities (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | |
Accrued expenses and other current liabilities | |||||
Logistics expenses accruals | ¥ 317,282 | ¥ 102,717 | |||
Advances from customers | 24,748 | 18,388 | ¥ 25,148 | ||
Outsourced labor cost payable | 63,136 | 47,154 | |||
Salary and welfare payable | 90,895 | 77,172 | |||
Professional fee accruals | 10,994 | 7,461 | |||
Marketing expenses accruals | 26,504 | 42,689 | |||
Other tax payable | 5,003 | 8,189 | |||
Sales return accrual | 6,898 | 3,733 | |||
Loss provision for accidental fire | [1] | 21,275 | 0 | ||
Others | 14,387 | 15,165 | |||
Accrued expenses and other current liabilities | $ 83,473 | ¥ 581,122 | ¥ 322,668 | ||
[1] | Loss provision for accidental fire represents potential compensation to brand partners for damaged goods owned by them and under the Group's warehousing and fulfillment services, and legal and other expenses relating to an accidental fire that occurred at a third-party warehouse in Shanghai on October 29, 2019. |
Income tax (Schedule of Income
Income tax (Schedule of Income Taxes) (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | |
Income tax [Line Items] | ||||
Statutory tax rate | 25.00% | 25.00% | 25.00% | 25.00% |
Current tax | ¥ 87,930 | ¥ 87,897 | ¥ 57,642 | |
Deferred tax | $ (2,411) | (16,786) | (22,944) | (3,391) |
Income tax expense | $ 10,219 | ¥ 71,144 | ¥ 64,953 | ¥ 54,251 |
Hong Kong [Member] | ||||
Income tax [Line Items] | ||||
Statutory tax rate | 16.50% | 16.50% |
Income tax (Reconciliation of t
Income tax (Reconciliation of the Effective Income Tax Rate) (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income tax | |||
Statutory income tax rate | 25.00% | 25.00% | 25.00% |
Non-deductible share-based compensation | 5.40% | 5.65% | 5.50% |
Effect on tax rates in different tax jurisdiction | (0.77%) | (1.62%) | (1.91%) |
Effect of preferential tax rate on assessable profits/losses of subsidiary incorporated in the PRC | (1.29%) | 2.72% | (2.24%) |
Tax incentives relating to research and development expenditure | (12.22%) | (12.45%) | (5.16%) |
Other non-deductible expenses | 1.37% | 0.05% | 0.09% |
Changes in valuation allowance | 2.94% | (0.78%) | |
Effective income tax rate | 20.43% | 19.35% | 20.50% |
Income tax (Schedule of Deferre
Income tax (Schedule of Deferred Tax Assets and Liabilities) (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | |||
Logistics expenses accruals | ¥ 1,462 | ¥ 540 | |
Inventory write-down | 18,279 | 10,904 | |
Allowance for other investments | 2,563 | 1,557 | |
Promotion expenses accruals | 81 | 253 | |
Salary and welfare payable | 2,325 | 3,678 | |
Professional fee accruals | 1,774 | 1,289 | |
Marketing expenses accruals | 1,560 | 815 | |
Allowance for doubtful accounts | 2,621 | 379 | |
Provision for compensation | 5,319 | ||
Other accruals | 1,201 | 2,108 | |
Net operating loss carry forward | 33,839 | 22,872 | |
Less: valuation allowance | (16,547) | (6,314) | ¥ (6,325) |
Deferred tax assets, net | 54,477 | 38,081 | |
Deferred tax liabilities: | |||
Identifiable intangible assets | (2,929) | (3,319) | |
Deferred tax liabilities | ¥ (2,929) | ¥ (3,319) |
Income tax (Movement of the Val
Income tax (Movement of the Valuation Allowance) (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income tax | ||
Beginning balance | ¥ 6,314 | ¥ 6,325 |
Addition | 10,233 | |
Reversals | (11) | |
Ending balance | ¥ 16,547 | ¥ 6,314 |
Income tax (Narrative) (Details
Income tax (Narrative) (Details) ¥ in Thousands | Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) |
Income Tax [Line Items] | |||||
Operating loss carryforwards | ¥ 217,264 | ¥ 145,766 | |||
Retained Earnings (Accumulated Deficit) | $ 75,555,000 | $ 75,555,000 | 526,009 | 244,712 | |
Applicability of Preferential Income Tax Rate | 25.00% | ||||
Preferential Income Tax Rate | 15.00% | 15.00% | |||
Profits tax rate | ¥ 2,000 | ||||
Profits tax rate, percentage | $ | $ 8.25 | ||||
CHINA | |||||
Income Tax [Line Items] | |||||
Retained Earnings (Accumulated Deficit) | ¥ 755,854 | ¥ 508,746 |
Redeemable non-controlling in_3
Redeemable non-controlling interests (Details) - 12 months ended Dec. 31, 2019 ¥ in Thousands, $ in Thousands | USD ($) | CNY (¥) |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
RNCI recognized on business acquisitions | ¥ 8,473 | |
RNCI share of earnings | 781 | |
Closing balance | $ 1,329 | ¥ 9,254 |
Redeemable non-controlling in_4
Redeemable non-controlling interests - Narrative (Details) - CJ O Shopping [Member] ¥ in Thousands | Oct. 31, 2019CNY (¥) |
Schedule of Equity Method Investments [Line Items] | |
Equity interests to be transferred (as a percent) | 49.00% |
Shanghai Baozun E-commerce Limited [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Equity interests to be transferred (as a percent) | 49.00% |
Consideration on sale of equity interest | ¥ 9,200 |
Decrease in net assets, threshold amount, maximum | 3,000 |
Fair value of put option | ¥ 0 |
Ordinary Shares (Details)
Ordinary Shares (Details) - shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Common Class A [Member] | |||
Shares issued upon exercise of share options and vesting of RSUs | 2,978,728 | 6,423,214 | 6,713,415 |
Net income per share (Schedule
Net income per share (Schedule of Basic and Diluted Net Loss Per Share) (Details) ¥ / shares in Units, $ / shares in Units, ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2019CNY (¥)¥ / sharesshares | Dec. 31, 2018CNY (¥)¥ / sharesshares | Dec. 31, 2017CNY (¥)¥ / sharesshares | |
Numerator: | ||||
Net income | $ 40,491 | ¥ 281,891 | ¥ 269,771 | ¥ 209,130 |
Net (income) loss attributable to non-controlling interests | 27 | 187 | (59) | (264) |
Net income attributable to redeemable non-controlling interests | (112) | (781) | ||
Net income attributable to ordinary shareholders of Baozun Inc. | $ 40,406 | ¥ 281,297 | ¥ 269,712 | ¥ 208,866 |
Net income per share attributable to ordinary shareholders of Baozun Inc. | ||||
Basic | (per share) | $ 0.23 | ¥ 1.62 | ¥ 1.59 | ¥ 1.29 |
Diluted | (per share) | 0.23 | 1.57 | 1.50 | 1.19 |
Net income per ADS (1 ADS represents 3 Class A ordinary shares) attributable to ordinary shareholders of Baozun Inc. | ||||
Basic | (per share) | 0.70 | 4.85 | 4.76 | 3.87 |
Diluted | (per share) | $ 0.68 | ¥ 4.72 | ¥ 4.51 | ¥ 3.56 |
Weighted average number of ordinary shares | ||||
Basic | 173,937,013 | 173,937,013 | 169,884,906 | 162,113,815 |
Diluted | 178,932,010 | 178,932,010 | 179,327,029 | 176,115,049 |
Net income per share (Narrative
Net income per share (Narrative) (Details) - shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 465,000 | 471,648 | 542,953 |
Related party transactions (Det
Related party transactions (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | |
Related Party Transaction [Line Items] | |||||
Revenue generated | ¥ 29,564 | ¥ 26,933 | ¥ 5,222 | ||
Amount due from related parties | 32,270 | $ 2,776 | ¥ 19,323 | ||
Due to Related Parties, Current | 13,994 | $ 976 | 6,796 | ||
Alibaba Group Holding Limited [Member] | |||||
Related Party Transaction [Line Items] | |||||
Amount due from related parties | 19,571 | 17,218 | |||
Alibaba Group Holding Limited [Member] | Marketing and Platform Service [Member] | |||||
Related Party Transaction [Line Items] | |||||
Fees paid | 655,614 | 518,299 | 351,482 | ||
Alibaba Group Holding Limited [Member] | Logistic Service [Member] | |||||
Related Party Transaction [Line Items] | |||||
Fees paid | 92,887 | 79,182 | 13,052 | ||
Alibaba Group Holding Limited [Member] | Warehousing Service Revenue [Member] | |||||
Related Party Transaction [Line Items] | |||||
Revenue generated | 21,539 | 23,698 | 5,105 | ||
Amount due from related parties | 19,571 | 17,218 | |||
Ahead (Shanghai) Trade Co., Ltd [Member] | |||||
Related Party Transaction [Line Items] | |||||
Amount due from related parties | 11,058 | 0 | |||
Ahead (Shanghai) Trade Co., Ltd [Member] | Store Operation Service [Member] | |||||
Related Party Transaction [Line Items] | |||||
Revenue generated | 4 | 10 | 117 | ||
Ahead (Shanghai) Trade Co., Ltd [Member] | Commission Fees [Member] | |||||
Related Party Transaction [Line Items] | |||||
Fees paid | 298 | 666 | 1,591 | ||
Amounts due from BCJ [Member] | |||||
Related Party Transaction [Line Items] | |||||
Amount due from related parties | 1,573 | 0 | |||
Amounts due from BCJ [Member] | Logistic Service [Member] | |||||
Related Party Transaction [Line Items] | |||||
Revenue generated | 2,700 | 3,157 | 0 | ||
Amount due from related parties | 1,573 | ||||
Ahead on behalf of the Group [Member] | |||||
Related Party Transaction [Line Items] | |||||
Amount due from related parties | 11,058 | 0 | |||
Beijing Pengtai Baozun Ecommerce Co Ltd [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due to Related Parties, Current | 13,994 | 0 | |||
Beijing Pengtai Baozun Ecommerce Co Ltd [Member] | Purchase of Product [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due to Related Parties, Current | 13,994 | 0 | 0 | ||
Beijing Pengtai Interactive Advertising Co Ltd [Member] | |||||
Related Party Transaction [Line Items] | |||||
Amount due from related parties | 0 | 832 | |||
Beijing Pengtai Interactive Advertising Co Ltd [Member] | I T Service [Member] | |||||
Related Party Transaction [Line Items] | |||||
Revenue generated | 4,053 | 0 | 0 | ||
Amount due from related parties | 832 | ||||
Shanghai Misako Ecommerce Limited [Member] | |||||
Related Party Transaction [Line Items] | |||||
Amount due from related parties | 68 | 1,273 | |||
Shanghai Misako Ecommerce Limited [Member] | Store Operation Service [Member] | |||||
Related Party Transaction [Line Items] | |||||
Revenue generated | 1,239 | 68 | 0 | ||
Amount due from related parties | 68 | 1,273 | |||
A J (Hangzhou) Network Technology Company Limited [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due to Related Parties, Current | 0 | 887 | |||
A J (Hangzhou) Network Technology Company Limited [Member] | Store Operation Service [Member] | |||||
Related Party Transaction [Line Items] | |||||
Revenue generated | 29 | 0 | 0 | ||
A J (Hangzhou) Network Technology Company Limited [Member] | Commission Fees [Member] | |||||
Related Party Transaction [Line Items] | |||||
Fees paid | 245 | 0 | 0 | ||
Due to Related Parties, Current | 887 | ||||
Hangzhou Juxi Technology Co., Ltd [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due to Related Parties, Current | 0 | 5,909 | |||
Hangzhou Juxi Technology Co., Ltd [Member] | Outsourcing Labor Cost [Member] | |||||
Related Party Transaction [Line Items] | |||||
Fees paid | ¥ 7,326 | ¥ 0 | ¥ 0 | ||
Due to Related Parties, Current | ¥ 5,909 |
Commitments - Other Commitment
Commitments - Other Commitment (Details) ¥ in Thousands | Dec. 31, 2019CNY (¥) |
Other Commitments [Abstract] | |
2020 | ¥ 55,835 |
2021 | 56,235 |
2022 | 82,069 |
2023 | 120,823 |
2024 and after | 197,372 |
Total other commitment | ¥ 512,334 |
Share-Based Compensation (Summa
Share-Based Compensation (Summary of Stock Option Activity) (Details) - CNY (¥) ¥ / shares in Units, ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Options | |||
Exercised | (75,373) | (476,741) | (269,696) |
Equity Option [Member] | |||
Number of Options | |||
Outstanding, beginning balance | 3,020,550 | ||
Granted | 0 | ||
Forfeited | (2,804) | ||
Expired | 0 | ||
Exercised | (770,559) | ||
Outstanding, ending balance | 2,247,187 | 3,020,550 | |
Vested and expected to vest | 2,247,187 | ||
Exercisable | 2,247,187 | ||
Weighted Average Exercise Price | |||
Weighted Average Exercise Price Outstanding | ¥ 0.6 | ¥ 1 | |
Vested and expected to vest | 0.6 | ||
Exercisable | ¥ 0.6 | ||
Weighted Average Remaining Contractual Term | |||
Outstanding | 4 years 8 months 12 days | 5 years 7 months 6 days | |
Vested and expected to vest | 4 years 8 months 12 days | ||
Exercisable | 4 years 8 months 12 days | ||
Outstanding, Aggregate Intrinsic Value | ¥ 171,306 | ¥ 199,056 | |
Vested and expected to vest, Aggregate Intrinsic Value | 171,306 | ||
Exercisable, Aggregate Intrinsic Value | ¥ 171,306 |
Share-Based Compensation (Sched
Share-Based Compensation (Schedule of Restricted Share Units Activities) (Details) - Restricted Stock Units (RSUs) [Member] - 2015 Plan [Member] | 12 Months Ended |
Dec. 31, 2019¥ / sharesshares | |
Number of restricted share units | |
Outstanding, beginning balance | shares | 4,471,816 |
Granted | shares | 1,124,109 |
Vested | shares | (2,208,169) |
Forfeited | shares | (867,201) |
Outstanding, ending balance | shares | 2,520,555 |
Weighted-Average Grant-Date Fair Value | |
Outstanding, beginning balance | ¥ / shares | ¥ 40.09 |
Granted | ¥ / shares | 87.08 |
Vested | ¥ / shares | 36.98 |
Forfeited | ¥ / shares | 41.01 |
Outstanding and unvested, as of December 31, 2019 | ¥ / shares | ¥ 61.05 |
Share-Based Compensation (Sch_2
Share-Based Compensation (Schedule of Compensation Expense) (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Compensation expense | ¥ 75,183 | ¥ 75,862 | ¥ 58,231 |
Fulfillment [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Compensation expense | 9,839 | 5,831 | 2,904 |
Sales and marketing [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Compensation expense | 22,209 | 28,346 | 20,363 |
Technology and content [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Compensation expense | 9,817 | 13,445 | 13,822 |
General and administrative [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Compensation expense | ¥ 33,318 | ¥ 28,240 | ¥ 21,142 |
Share-Based Compensation (Narra
Share-Based Compensation (Narrative) (Details) ¥ in Thousands | Feb. 23, 2017CNY (¥)shares | Mar. 03, 2016CNY (¥)shares | Dec. 31, 2019CNY (¥)shares | Dec. 31, 2018CNY (¥)shares | Dec. 31, 2017CNY (¥)shares | Feb. 23, 2017$ / shares | Mar. 03, 2016$ / shares | Aug. 14, 2015$ / shares | May 05, 2015shares |
Share-Based Compensation [Line Items] | |||||||||
Unrecognized compensation expense | ¥ | ¥ 6,026 | ||||||||
Unrecognized compensation expense, recognition period | 1 year 11 months 12 days | 2 years 10 months 20 days | |||||||
Description and terms of unissued shares reserved under the Plan | In July 2016, the Group made amendment to the 2015 plan that if on December 31 of each year beginning in 2016, the unissued shares reserved under the 2015 Plan account for less than 1.5% of the then total issued and outstanding shares on an as-converted basis, then on the first day of the next calendar year, the number of shares reserved for future issuances under the 2015 Plan shall be automatically increased to 1.5% of the then total issued and outstanding shares. | ||||||||
Allocated Share-based Compensation Expense | ¥ | ¥ 75,183 | ¥ 75,862 | ¥ 58,231 | ||||||
Share-based Payment Award, Options, Outstanding | shares | 1,306,743 | 2,098,111 | |||||||
Nonemployee Services Transaction, Modification of Terms, Incremental Compensation Cost | ¥ | ¥ 6,321 | ¥ 3,432 | 12,347 | ||||||
Share-based Payment Award, Compensation Cost | ¥ | 956 | ||||||||
Nonvested Awards, Compensation Cost Not yet Recognized | ¥ | 2,476 | 115,041 | |||||||
Unrecognized compensation costs | ¥ | ¥ 2,476 | ¥ 115,041 | |||||||
Aggregate intrinsic value of options exercised | shares | 75,373 | 476,741 | 269,696 | ||||||
2014 Plan [Member] | |||||||||
Share-Based Compensation [Line Items] | |||||||||
Shares authorized | shares | 20,331,467 | ||||||||
2015 Plan [Member] | |||||||||
Share-Based Compensation [Line Items] | |||||||||
Unrecognized compensation expense, recognition period | 2 years 6 months 29 days | ||||||||
Shares authorized | shares | 4,400,000 | ||||||||
Minimum [Member] | |||||||||
Share-Based Compensation [Line Items] | |||||||||
Weighted Average Exercise Price Outstanding | $ / shares | $ 0.0001 | $ 0.0001 | $ 1.5 | ||||||
Minimum [Member] | 2015 Plan [Member] | |||||||||
Share-Based Compensation [Line Items] | |||||||||
Vesting period | 1 year | ||||||||
Maximum [Member] | |||||||||
Share-Based Compensation [Line Items] | |||||||||
Weighted Average Exercise Price Outstanding | $ / shares | $ 1.5 | $ 1.5 | $ 2.87 | ||||||
Maximum [Member] | 2015 Plan [Member] | |||||||||
Share-Based Compensation [Line Items] | |||||||||
Vesting period | 4 years | ||||||||
Restricted Stock Units (RSUs) [Member] | 2015 Plan [Member] | |||||||||
Share-Based Compensation [Line Items] | |||||||||
Granted | shares | 1,124,109 | ||||||||
Management and employees | Restricted Stock Units (RSUs) [Member] | 2015 Plan [Member] | |||||||||
Share-Based Compensation [Line Items] | |||||||||
Granted | shares | 1,124,109 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Postemployment Benefits [Abstract] | |||
Contributions by employer | ¥ 207,056 | ¥ 156,154 | ¥ 92,138 |
Restricted Net Assets (Details)
Restricted Net Assets (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restricted Net Assets [Abstract] | |||
Appropriations | ¥ 35,075 | ¥ 18,183 | ¥ 8,656 |
Accumulated reserves | 68,283 | ¥ 33,208 | ¥ 15,025 |
Net assets not available for dividends | ¥ 1,302,336 |
FINANCIAL INFORMATION OF PARE_2
FINANCIAL INFORMATION OF PARENT COMPANY (Condensed Balance Sheets) (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2019CNY (¥)shares | Dec. 31, 2018CNY (¥)shares | Dec. 31, 2018$ / shares | Dec. 31, 2017CNY (¥) | Dec. 31, 2013$ / shares |
Current assets: | ||||||
Cash and cash equivalents | $ 164,390 | ¥ 1,144,451 | ¥ 457,340 | ¥ 244,809 | ||
Prepayments and other current assets | 55,691 | 387,713 | 286,149 | |||
Amounts due from subsidiaries and VIE | 2,776 | 19,323 | 32,270 | |||
Total current assets | 817,371 | 5,690,371 | 3,252,423 | |||
TOTAL ASSETS | 1,019,363 | 7,096,600 | 4,015,824 | |||
Current liabilities: | ||||||
Other current liabilities | ¥ | 14,387 | 15,165 | ||||
Total current liabilities | 333,825 | 2,324,015 | 1,748,736 | |||
Non-current liabilities: | ||||||
Long-term loan | 267,157 | 1,859,896 | 68,753 | |||
Total non-current liabilities | 312,105 | 2,172,814 | 72,072 | |||
TOTAL LIABILITIES | 645,930 | 4,496,829 | 1,820,808 | |||
SHAREHOLDERS' EQUITY | ||||||
Additional paid-in capital | 289,326 | 2,014,227 | 1,903,503 | |||
Retained earnings | 75,555 | 526,009 | 244,712 | |||
Accumulated other comprehensive income | 4,077 | 28,380 | 29,222 | |||
Total shareholders' equity | 368,975 | 2,568,731 | 2,177,543 | |||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 1,019,363 | 7,096,600 | 4,015,824 | |||
Ordinary shares: | ||||||
Par value | $ / shares | $ 0.0001 | |||||
Common Class A [Member] | ||||||
SHAREHOLDERS' EQUITY | ||||||
Ordinary shares | $ 16 | ¥ 107 | ¥ 98 | |||
Ordinary shares: | ||||||
Par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Shares authorized | 470,000,000 | 470,000,000 | 470,000,000 | |||
Shares issued | 174,918,929 | 174,918,929 | 159,247,873 | |||
Shares outstanding | 174,918,929 | 174,918,929 | 159,247,873 | |||
Common Class B [Member] | ||||||
SHAREHOLDERS' EQUITY | ||||||
Ordinary shares | $ 1 | ¥ 8 | ¥ 8 | |||
Ordinary shares: | ||||||
Par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Shares authorized | 30,000,000 | 30,000,000 | 30,000,000 | |||
Shares issued | 13,300,738 | 13,300,738 | 13,300,738 | |||
Shares outstanding | 13,300,738 | 13,300,738 | 13,300,738 | |||
Parent Company [Member] | ||||||
Current assets: | ||||||
Cash and cash equivalents | $ 3,777 | ¥ 26,298 | ¥ 67,513 | |||
Prepayments and other current assets | 175 | 1,221 | 1,047 | |||
Amounts due from subsidiaries and VIE | 230,989 | 1,608,095 | 1,069,402 | |||
Total current assets | 234,941 | 1,635,614 | 1,137,962 | |||
Investments in subsidiaries and VIE | 401,714 | 2,796,652 | 1,040,658 | |||
TOTAL ASSETS | 636,655 | 4,432,266 | 2,178,620 | |||
Current liabilities: | ||||||
Other current liabilities | 523 | 3,639 | 1,077 | |||
Total current liabilities | 523 | 3,639 | 1,077 | |||
Non-current liabilities: | ||||||
Long-term loan | 267,157 | 1,859,896 | ||||
Total non-current liabilities | 267,157 | 1,859,896 | ||||
TOTAL LIABILITIES | 267,680 | 1,863,535 | 1,077 | |||
SHAREHOLDERS' EQUITY | ||||||
Additional paid-in capital | 289,326 | 2,014,227 | 1,903,503 | |||
Retained earnings | 75,555 | 526,009 | 244,712 | |||
Accumulated other comprehensive income | 4,077 | 28,380 | 29,222 | |||
Total shareholders' equity | 368,975 | 2,568,731 | 2,177,543 | |||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 636,655 | 4,432,266 | 2,178,620 | |||
Parent Company [Member] | Common Class A [Member] | ||||||
SHAREHOLDERS' EQUITY | ||||||
Ordinary shares | $ 16 | ¥ 107 | ¥ 98 | |||
Ordinary shares: | ||||||
Shares authorized | 470,000,000 | 470,000,000 | 470,000,000 | |||
Shares issued | 174,918,929 | 174,918,929 | 159,247,873 | |||
Shares outstanding | 174,918,929 | 174,918,929 | 159,247,873 | |||
Parent Company [Member] | Common Class B [Member] | ||||||
SHAREHOLDERS' EQUITY | ||||||
Ordinary shares | $ 1 | ¥ 8 | ¥ 8 | |||
Ordinary shares: | ||||||
Shares authorized | 30,000,000 | 30,000,000 | 30,000,000 | |||
Shares issued | 13,300,738 | 13,300,738 | 13,300,738 | |||
Shares outstanding | 13,300,738 | 13,300,738 | 13,300,738 |
FINANCIAL INFORMATION OF PARE_3
FINANCIAL INFORMATION OF PARENT COMPANY (Condensed Statements of Operations and Comprehensive Income) (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | |
Operating expenses: | ||||
General and administrative | $ (30,978) | ¥ (215,660) | ¥ (154,845) | ¥ (116,554) |
Total operating expenses | (990,339) | (6,894,539) | (5,037,264) | (3,892,476) |
Loss from operations | 55,108 | 383,653 | 355,773 | 256,332 |
Interest income | 6,121 | 42,614 | 8,017 | 13,350 |
Interest expense | (8,807) | (61,316) | (13,058) | (4,252) |
Impairment loss of investments | (1,296) | (9,021) | (9,021) | (6,227) |
Exchange gain (loss) | (1,101) | (7,663) | (5,991) | (21) |
Foreign currency translation adjustment | (121) | (842) | 19,227 | (34,353) |
Parent Company [Member] | ||||
Operating expenses: | ||||
General and administrative | (986) | (6,863) | (8,422) | (6,075) |
Other operating income | 461 | 3,207 | 2,837 | 2,492 |
Total operating expenses | (525) | (3,656) | (5,585) | (3,583) |
Loss from operations | (525) | (3,656) | (5,585) | (3,583) |
Interest income | 1,358 | 9,454 | 3,072 | 7,187 |
Interest expense | (5,656) | (39,380) | 0 | 0 |
Impairment loss of investments | 0 | 0 | (7,497) | 0 |
Exchange gain (loss) | (19) | (129) | (113) | 47 |
Equity in income of subsidiaries and VIE | 45,248 | 315,008 | 279,835 | 205,215 |
Net income | 40,406 | 281,297 | 269,712 | 208,866 |
Foreign currency translation adjustment | (121) | (842) | 19,227 | (34,353) |
Comprehensive income | $ 40,285 | ¥ 280,455 | ¥ 288,939 | ¥ 174,513 |
FINANCIAL INFORMATION OF PARE_4
FINANCIAL INFORMATION OF PARENT COMPANY (Condensed Statement of Cash Flows) (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||
Impairment loss of investments | $ 1,296 | ¥ 9,021 | ¥ 9,021 | ¥ 6,227 |
Exchange (gain) loss | 1,101 | 7,663 | 5,991 | 21 |
Amortization of issuance cost of convertible senior notes | 2,379 | 16,563 | 0 | 0 |
Changes in operating assets and liabilities: | ||||
Changes in other current liabilities | 34,835 | 242,521 | 5,263 | 175,129 |
Net cash provided by (used in) operating activities | 43,294 | 301,396 | (98,502) | (169,074) |
Cash flows from investing activities: | ||||
Net cash used in investing activities | (162,810) | (1,133,451) | 37,564 | (639,163) |
Cash flows from financing activities: | ||||
Proceeds from issuance of convertible senior notes, net of issuance cost | 265,420 | 1,847,802 | 0 | 0 |
Proceeds from ADS lending | 1 | 9 | 0 | 0 |
Net cash provided by financing activities | 255,233 | 1,776,891 | 331,225 | 167,705 |
Net decrease in cash and cash equivalents | 135,717 | 944,836 | 270,287 | (640,532) |
Cash, cash equivalents and restricted cash, beginning of year | 83,722 | 582,855 | 293,657 | 968,151 |
Effect of exchange rate changes on cash and cash equivalents | (127) | (881) | 18,911 | (33,962) |
Cash, cash equivalents and restricted cash, end of year | 219,312 | 1,526,810 | 582,855 | 293,657 |
Parent Company [Member] | ||||
Cash flows from operating activities: | ||||
Net income | 40,406 | 281,297 | 269,712 | 208,866 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||
Impairment loss of investments | 0 | 0 | 7,497 | 0 |
Exchange (gain) loss | 19 | 129 | 113 | (47) |
Amortization of issuance cost of convertible senior notes | 2,379 | 16,563 | 0 | 0 |
Equity in income of subsidiaries and VIE | (45,248) | (315,008) | (279,835) | (205,215) |
Changes in operating assets and liabilities: | ||||
Changes in other current liabilities | 367 | 2,562 | (5,274) | 3,580 |
Net cash provided by (used in) operating activities | (2,077) | (14,457) | (7,787) | 7,184 |
Cash flows from investing activities: | ||||
Advances to subsidiaries and VIE | (77,378) | (538,693) | (209,724) | (79,916) |
Investments in subsidiaries | (196,185) | (1,365,803) | (54,518) | (41,853) |
Net cash used in investing activities | (273,563) | (1,904,496) | (264,242) | (121,769) |
Cash flows from financing activities: | ||||
Proceeds from exercises of share options | 245 | 1,705 | 3,718 | 4,270 |
Proceeds from issuance of convertible senior notes, net of issuance cost | 265,420 | 1,847,802 | 0 | 0 |
Proceeds from ADS lending | 1 | 9 | 0 | 0 |
Net cash provided by financing activities | 265,666 | 1,849,516 | 3,718 | 4,270 |
Net decrease in cash and cash equivalents | (9,974) | (69,437) | (268,311) | (110,315) |
Cash, cash equivalents and restricted cash, beginning of year | 9,698 | 67,513 | 313,138 | 460,670 |
Effect of exchange rate changes on cash and cash equivalents | 4,053 | 28,222 | 22,686 | (37,217) |
Cash, cash equivalents and restricted cash, end of year | $ 3,777 | ¥ 26,298 | ¥ 67,513 | ¥ 313,138 |
FINANCIAL INFORMATION OF PARE_5
FINANCIAL INFORMATION OF PARENT COMPANY (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Foreign Currency Exchange Rate Weighted Average Translation Rate | 6.9618 |
Parent Company [Member] | |
Foreign Currency Exchange Rate Weighted Average Translation Rate | 6.9618 |