Baozun Inc. (Nasdaq: BZUN) (“Baozun” or the “Company”), the leading
brand e-commerce service partner that helps brands execute their
e-commerce strategies in China, today announced the pricing of the
global offering (the “Global Offering”) of 40,000,000 Class A
ordinary shares (the “Shares”), which comprises an international
offering and a Hong Kong public offering. The final offer price for
both the international offering and the Hong Kong public offering
(the “Offer Price”) has been set at HK$82.90 per Share. Based on
the ratio of three Shares per Nasdaq-listed American depositary
share (“ADS”), the Offer Price translates to approximately US$32.10
per ADS (based on an exchange rate of HK$7.7499 to US$1.00). The
Company has set Offer Price by taking into consideration, among
other factors, the closing price of the ADSs on September 22, 2020
(the last trading day before pricing). Subject to approval from The
Stock Exchange of Hong Kong Limited (the “SEHK”), the Shares are
expected to begin trading on the Main Board of the SEHK on
September 29, 2020 under the stock code “9991.HK.” The Global
Offering is expected to close on the same day, subject to customary
closing conditions.
The Company’s ADSs will continue to be listed and traded on
Nasdaq. Upon the secondary listing in Hong Kong, the Class A
ordinary shares traded on the SEHK will be fully fungible with the
Class A ordinary shares represented by the ADSs traded on
Nasdaq.
The gross proceeds to the Company from the Global Offering,
before deducting underwriting fees and the offering expenses, are
expected to be approximately HK$3,316.0 million. In addition, the
Company has granted the international underwriters an
over-allotment option, exercisable from September 23, 2020 until 30
days thereafter, to require the Company to issue up to an
additional 6,000,000 Shares at the Offer Price.
The Company plans to use the net proceeds from the Global
Offering for expanding its brand partner network, enhancing its
digital marketing and fulfillment capabilities, potential strategic
alliances, investment in technology and innovation, and potential
merger and acquisition opportunities.
Citigroup Global Markets Asia Limited, CMB International Capital
Limited and Credit Suisse (Hong Kong) Limited are the joint
sponsors, joint global coordinators, joint bookrunners and joint
lead managers for the Global Offering. China International Capital
Corporation Hong Kong Securities Limited is acting as a joint
global coordinator, joint bookrunner and joint lead manager for the
Global Offering. CCB International Capital Limited and China
Merchants Securities (HK) Co., Limited are acting as joint
bookrunners and joint lead managers for the Global Offering.
The Global Offering of the Shares in the United States
(including Shares initially offered and sold outside the United
States that may be resold from time to time into the United States)
are being made only by means of a prospectus supplement filed with
the U.S. Securities and Exchange Commission (the “SEC”) on
September 16, 2020 and the accompanying prospectus included in an
automatic shelf registration statement on Form F-3ASR (File No.
333-230718) filed with SEC on April 4, 2019, which automatically
became effective upon filing. The registration statement on Form
F-3ASR, including the base prospectus contained therein, and the
preliminary prospectus supplement dated September 16, 2020 are
available at the SEC website at: http://www.sec.gov. The final
prospectus supplement will be filed with the SEC and will be
available on the SEC’s website at: http://www.sec.gov. When
available, copies of the final prospectus supplement and the
accompanying prospectus relating to the offering may also be
obtained from Citigroup Global Markets Inc., c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717,
the United States of America (Tel: 800-831-9146); CMB International
Capital Limited, 45/F Champion Tower, 3 Garden Road, Central, Hong
Kong, Attention: Susie Zhang; or by email at ECMs@cmbi.com.hk; or
Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New
York, New York 10010, Attention: Prospectus Department, or by email
at newyork.prospectus@credit-suisse.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer or an invitation to buy any securities,
nor shall there be any offer or sale of these securities in any
state or other jurisdiction in which such offer, solicitation or
sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or other jurisdiction.
This press release does not constitute a prospectus (including as
defined under the laws of Hong Kong) and potential investors should
read the prospectus of the Company for detailed information about
the Company and the Global Offering, before deciding whether or not
to invest in the Company. This press release has not been reviewed
or approved by the SEHK or the Securities and Futures Commission of
Hong Kong.
The price of the Shares of the Company may be stabilized in
accordance with the Securities and Futures (Price Stabilization)
Rules. The details of the intended stabilization and how it will be
regulated under the Securities and Futures Ordinance (Chapter 571
of the laws of Hong Kong) have been contained in the prospectus of
the Company dated September 17, 2020.
About Baozun
Baozun is the leader and a pioneer in the brand e-commerce
service industry in China. Baozun empowers a broad and diverse
range of brands to grow and succeed by leveraging its end-to-end
e-commerce service capabilities, omni-channel coverage and
technology-driven solutions. Its integrated one-stop solutions
address all core aspects of the e-commerce operations covering IT
solutions, online store operations, digital marketing, customer
services, and warehousing and fulfillment.
For more information, please visit http://ir.baozun.com.
Safe Harbor Statement
This press release contains forward-looking statements. These
statements are made under the “safe harbor” provisions of the U.S.
Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by terminology such as
“will,” “expects,” “anticipates,” “future,” “intends,” “plans,”
“believes,” “estimates,” “potential,” “continue,” “ongoing,”
“targets,” “guidance” and similar statements. Statements that are
not historical facts, including statements about the offering and
listing, the use of proceeds and the Company’s strategies and
goals, are or contain forward-looking statements. Forward-looking
statements involve inherent risks and uncertainties. A number of
factors could cause actual results to differ materially from those
contained in any forward-looking statement, including but not
limited to the following: the Company’s operations and business
prospects; the Company’s business and operating strategies and its
ability to implement such strategies; the Company’s ability to
develop and manage our operations and business; competition for,
among other things, capital, technology and skilled personnel; the
Company’s ability to control costs; the Company’s dividend policy;
changes to regulatory and operating conditions in the industry and
geographical markets in which the Company operates; and other risks
and uncertainties. There can be no guarantee that the Global
Offering and the secondary listing in Hong Kong will be completed
as planned, or that the expected benefits from the offering and
listing will be achieved. You should consider the risk factors
included in the registration statement (including any documents
incorporated by reference therein), prospectus and prospectus
supplements that have been or will be filed with the SEC and the
prospectus registered in Hong Kong. All information provided in
this press release is as of the date of this press release and are
based on assumptions that the Company believes to be reasonable as
of this date, and the Company does not undertake any obligation to
update any forward-looking statement, except as required under
applicable law.
For investor and media inquiries, please contact:
Baozun Inc.Ms. Wendy SunEmail:
ir@baozun.com
ChristensenIn ChinaMr. Andrew McLeodPhone:
+852-2232-3941E-mail: baozun@christensenir.com
In USMs. Linda BergkampPhone: +1-480-614-3004Email:
lbergkamp@christensenir.com
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