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 launch of its
Hong Kong public offering (the “Hong Kong Public Offering”), which
forms part of the global offering (the “Offering”) of 40,000,000
new Class A ordinary shares (the “Offer Shares” or “Shares”) and
listing of its Class A ordinary shares on the Main Board of The
Stock Exchange of Hong Kong Limited (“Hong Kong Stock Exchange”)
under the stock code “9991.HK”.
The Company’s American depositary shares (“ADSs”), each
representing three Class A ordinary shares of the Company, will
continue to be listed and traded on the Nasdaq Global Select Market
(“Nasdaq”). Investors in the Offering will only be able to purchase
Class A ordinary shares and not ADSs. Upon listing in Hong Kong,
the Class A ordinary shares listed on Hong Kong Stock Exchange will
be fully fungible with the Class A ordinary shares represented by
the ADSs listed on Nasdaq.
The Offering initially comprises 4,000,000 new Shares for
the Hong Kong Public Offering and 36,000,000 new Shares for the
international offering (the “International Offering”), representing
approximately 10.0% and 90.0% of the total number of Shares in the
Offering, respectively, subject to re-allocation and
over-allotment. Subject to the level of any oversubscription in the
Hong Kong Public Offering and pursuant to the clawback mechanism as
described in the prospectus issued in Hong Kong, the total number
of Shares available in the Hong Kong Public Offering could be
adjusted to up to a maximum of 20,000,000 new Shares, representing
approximately 50% of the Offer Shares initially available in the
Offering. In addition, the Company expects to grant the
international underwriters an over-allotment option to purchase up
to an additional 6,000,000 new Shares in the International
Offering, representing no more than 15.0% of the Offer Shares
initially available in the Offering.
The offer price for the Hong Kong Public Offering (the
“Hong Kong Offer Price”) will be no more than HK$103.90 per share
(the “Maximum Offer Price”). The offer price for the International
Offering tranche of the Offering (the “International Offer Price”)
may be set at a level higher than the Hong Kong Offer Price. The
Company is expected to set the International Offer Price by
September 23, 2020 Hong Kong time by making reference to, among
other factors, the closing price of the ADSs on Nasdaq on the last
U.S. trading day on or before September 22, 2020 and investor
demand during the marketing process. The final Hong Kong Offer
Price will be set at the lower of the final International Offer
Price and the Maximum Offer Price of HK$103.90 per share. Shares
will be traded in board lots of 100 shares.
The Company plans to use the net proceeds from the 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.
Fully Electronic Application Process for the Hong Kong
Public Offering
Baozun has decided to adopt a fully electronic application
process for the Hong Kong Public Offering, with no printed copies
of prospectuses or application forms. A fully electronic
application process is consistent with the way in which the
Company’s users and stakeholders engage and interact with each
other and the Company. As a company which has been highly committed
to environmental, social and corporate responsibility matters since
its founding, the Company believes such method will also help
mitigate the environmental impact of printing and minimize the
exploitation of natural resources, among others. The prospectus is
available at the website of the Hong Kong Stock Exchange at
www.hkexnews.hk and the Company’s website at ir.baozun.com.
The Company encourages applicants for the Hong Kong Public
Offering to view its prospectus and apply online through the White
Form eIPO service at www.eipo.com.hk, or apply through the CCASS
EIPO service. The Hong Kong Public Offering will commence at 9:00
a.m. on Friday, September 18, 2020 Hong Kong time and will close at
12:00 noon on Wednesday, September 23, 2020 Hong Kong time.
Potential applicants may call the enquiry hotline of
Computershare Hong Kong Investor Services Limited if they have any
question about making applications for the Hong Kong Offer Shares.
The hotline number is +852 2862 8646, and will be open from 9:00
a.m. to 9:00 p.m. on Friday, September 18, 2020, Monday, September
21, 2020 and Tuesday, September 22, 2020, and from 9:00 a.m. to
6:00 p.m. on Saturday, September 19, 2020 and Sunday, September 20,
2020 and from 9:00 a.m. to 12:00 noon on Wednesday, September 23,
2020 Hong Kong time.
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 proposed Offering. China International
Capital Corporation Hong Kong Securities Limited is acting as a
joint global coordinator, joint bookrunner and joint lead manager
for the proposed Offering. CCB International Capital Limited and
China Merchants Securities (HK) Co., Limited are acting as joint
bookrunners and joint lead managers for the proposed Offering.
The International Offering is being made only by means of a
preliminary prospectus supplement dated September 16, 2020 and the
accompanying prospectus included in an automatic shelf registration
statement on Form F-3ASR (File No. 333-237873) filed with the U.S.
Securities and Exchange Commission (the “SEC”) on April 4, 2019.
The registration statement on Form F-3ASR, including the base
prospectus contained therein, and the preliminary prospectus
supplement are available at the SEC website at: http://www.sec.gov.
Copies of the 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.
The proposed Offering is subject to market and other conditions,
and there can be no assurance as to whether or when the Offering
may be completed, or as to the actual size or terms of the
Offering. This press release shall not constitute an offer to sell
or the solicitation of an offer or an invitation to buy any
securities of the Company, 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 proposed offering,
before deciding whether or not to invest in the Company. This press
release has not been reviewed or approved by the Hong Kong Stock
Exchange 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) will be contained in the prospectus of
the Company dated September 18, 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 offering and
listing 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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