Sidley advised Baozun in its procurement of Gap Greater China and Voluntary Conversion to Dual-Primary Listing on the Hong Kong Stock Exchange

Sidley advised Baozun in its procurement of Gap Greater China and Voluntary Conversion to Dual-Primary Listing on the Hong Kong Stock Exchange

Sidley acted as legal counsel for Baozun Inc. ("Baozun") during its all-cash acquisition of Gap Greater China and the subsequent signing of various commercial agreements for the management and operation of the Gap brand in China.

White Horse Hongkong Holding Limited, a wholly owned subsidiary of Baozun, entered into a share purchase agreement with Gap Inc. and Gap (UK) Holdings Limited to acquire all of the equity interests in two of Gap's operating businesses that run Gap Greater China's operations. At the same time, Baozun and Gap subsidiaries formed a number of joint ventures, with the latter gaining the exclusive right to manufacture, distribute, and retail Gap products in Greater China on account of Baozun's superior in-house design and manufacturing capabilities. Baozun sought Sidley's guidance when negotiating and signing such commercial contracts.

In addition, Sidley recently represented Baozun in its successful application for a primary listing on the Main Board of The Stock Exchange of Hong Kong Limited, a voluntary transition from a secondary listing (HKEX). The principal conversion went into effect on November 1st of the year 2022. Baozun is now a principal listed company on both the Hong Kong Stock Exchange and the New York Stock Exchange, as of the effective date.

Counsel Ling Chen led the Sidley team counselling on the transaction, with associate Diana Gong providing support.

Partners Meng Ding, Steven Hsu, and Claudia Yu headed the Sidley team that provided advice on the voluntary conversion. Other team members included senior counsel Dominic Tsun, counsel Eva Tsui, senior compliance and regulatory manager Vanessa Slade, and associates Jay Choy and Beryl Chan. US-based partner Corey Perry (Employee Benefits and Executive Compensation) (Chicago) also provided advice on Baozun's share incentive plan.