Baozun Inc 6-K, filed Apr 11, 2024
Baozun Inc. (BZUN)
About this 6-K
Baozun Inc filed this 6-K on April 11, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2024
Commission File Number: 001-37385
Baozun Inc.
No. 1-9, Lane 510, West Jiangchang Road
Shanghai 200436
The People’s Republic of China
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Baozun Inc. | ||
| By: | /s/ Arthur Yu | |
| Name: | Arthur Yu | |
| Title: | Chief Financial Officer | |
Date: April 11, 2024
Exhibit Index
Exhibit 99.1 –Next Day Disclosure Return dated April 11, 2024
Exhibit 99.1
FF304
Next Day Disclosure Return
(Equity issuer - changes in issued share capital and/or share buybacks)
| Instrument: | Equity issuer | Status: | New Submission |
| Name of Issuer: | Baozun Inc. (A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability) |
| Date Submitted: | 11 April 2024 |
Section I must be completed by a listed issuer where there has been a change in its issued share capital which is discloseable pursuant to rule 13.25A of the Main Board Rules (the “Main Board Listing Rules”) / rule 17.27A of the GEM Rules (the “GEM Listing Rules”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”)
| Section I | |||||||||
| 1. Class of shares | WVR ordinary shares | Type of shares | A | Listed on SEHK (Note 11) | Yes | ||||
| Stock code (if listed) | 09991 | Description | |||||||
| Issues
of shares (Notes 6 and 7) |
No. of shares | Issued
shares as a % of existing number of issued shares before relevant share issue (Notes 4, 6 and 7) |
Issue
price per share (Notes 1 and 7) |
Closing
market price per share of the immediately preceding business day (Note 5) |
%
discount(-)/ premium of issue price to market price (Note 7) | ||||
| Opening balance as at (Note 2) 09 April 2024 | 171,413,689 | ||||||||
1). Redemption of shares (or other securities) but not cancelled
Date of changes 03 April 2024 |
150,000 | % | % | ||||||
2). Repurchase of shares (or other securities) but not cancelled
Date of changes 04 April 2024 |
150,000 | % | % | ||||||
3). Repurchase of shares (or other securities) but not cancelled
Date of changes 05 April 2024 |
150,000 | % | % | ||||||
4). Repurchase of shares (or other securities) but not cancelled
Date of changes 08 April 2024 |
141,903 | % | % | ||||||
Page 1 of 5
FF304
5). Repurchase of shares (or other securities) but not cancelled
Date of changes 09 April 2024 |
158,097 | % | % | ||||||
6). Repurchase of shares (or other securities) but not cancelled
Date of changes 10 April 2024 |
150,000 | 0.08 % | % | ||||||
| Closing balance as at (Note 8) 10 April 2024 | 171,413,689 | ||||||||
Page 2 of 5
FF304
We hereby confirm to the best knowledge, information and belief that, in relation to each issue of securities as set out in Section I, it has been duly authorised by the board of directors of the listed issuer and, insofar as applicable:
(Note 9)
| (i) | all money due to the listed issuer in respect of the issue of securities has been received by it; |
| (ii) | all pre-conditions for the listing imposed by the Main Board Listing Rules / GEM Listing Rules under "Qualifications of listing" have been fulfilled; |
| (iii) | all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled; |
| (iv) | all the securities of each class are in all respects identical (Note 10); |
| (v) | all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with other legal requirements; |
| (vi) | all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue; |
| (vii) | completion has taken place of the purchase by the issuer of all property shown in the listing document to have purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and |
| (viii) | the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies. |
Notes to Section I:
| 1. | Where shares have been issued at more than one issue price per share, a weighted average issue price per share should be given. |
| 2. | Please insert the closing balance date of the last Next Day Disclosure Return published pursuant to Main Board Rule 13.25A / GEM Rule 17.27A or Monthly Return pursuant to Main Board Rule 13.25B / GEM Rule 17.27B, whichever is the later. |
| 3. | Please set out all changes in issued share capital requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of issue. Each category will need to be disclosed individually with sufficient information to enable the user to identify the relevant category in the listed issuer's Monthly Return. For example, multiple issues of shares as a result of multiple exercises of share options under the same share option scheme or of multiple conversions under the same convertible note must be aggregated and disclosed as one category. However, if the issues resulted from exercises of share options under 2 share option schemes or conversions of 2 convertible notes, these must be disclosed as 2 separate categories. |
| 4. | The percentage change in the number of issued shares of listed issuer is to be calculated by reference to the listed issuer's total number of shares in issue (excluding for such purpose any shares repurchased or redeemed but not yet cancelled) as it was immediately before the earliest relevant event which has not been disclosed in a Monthly Return or Next Day Disclosure Return. |
| 5. | Where trading in the shares of the listed issuer has been suspended, “closing market price per share of the immediately preceding business day” should be construed as “closing market price per share of the business day on which the shares were last traded”. |
| 6. | In the context of a repurchase of shares: |
| ■ | “issues of shares” should be construed as “repurchases of shares”; and |
Page 3 of 5
FF304
| ■ | “issued shares as a % of existing number of shares before relevant share issue” should be construed as “repurchased shares as a % of existing number of shares before relevant share repurchase”. |
| 7. | In the context of a redemption of shares: |
| ■ | “issues of shares” should be construed as “redemptions of shares”; |
| ■ | “issued shares as a % of existing number of shares before relevant share issue” should be construed as “redeemed shares as a % of existing number of shares before relevant share redemption”; and |
| ■ | “issue price per share” should be construed as “redemption price per share”. |
| 8. | The closing balance date is the date of the last relevant event being disclosed. |
| 9. | Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. |
| 10. | “Identical” means in this context: |
| ■ | the securities are of the same nominal value with the same amount called up or paid up; |
| ■ | they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and |
| ■ | they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects. |
| 11. | SEHK refers to Stock Exchange of Hong Kong. |
Page 4 of 5
FF304
Section II must also be completed by a listed issuer where it has made a repurchase of shares which is discloseable under Main Board Rule 10.06(4)(a) / GEM Rule 13.13(1).
The issuer has Purchase report or additional information for issuer whose primary listing is on the Exchange
| Section II | ||||||||||||
| 1. Class of shares | WVR ordinary shares | Type of shares | A | Listed on SEHK (Note) | Yes | |||||||
| Stock code (if listed) | 09991 | Description | ||||||||||
| A. | Purchase report | |||||||||||
| Trading date | Number
of securities purchased |
Method
of purchase (Note) |
Price
per share or highest price paid $ |
Lowest price paid $ | Total paid $ | |||||||
| 1). | 10 April 2024 | 150,000 | On
another stock exchange Nasdaq Global Select Market in the United States |
USD | 0.85 | USD | 0.82 | USD | 124,270 | |||
| Total
number of securities purchased |
150,000 | Total paid $ | USD | 124,270 | ||||||||
| B. Additional information for issuer whose primary listing is on the Exchange | |||
| 1). Number of such securities purchased on the Exchange in the year to date (since ordinary resolution) | (a) | ||
| 2). % of number of shares in issue at time ordinary resolution passed acquired on the Exchange since date of resolution ( (a) x 100 )/ Number of shares in issue | % | ||
We hereby confirm that the repurchases set out in A above which were made on the Exchange were made in accordance with the Main Board Listing Rules / GEM Listing Rules and that there have been no material changes to the particulars contained in the Explanatory Statement dated 15 May 2023 which has been filed with the Exchange. We also confirm that any purchases set out in A above which were made on another stock exchange were made in accordance with the domestic rules applying to purchases made on that other exchange.
| Remarks: | B1) Number of such securities purchased on the above said exchange since the ordinary resolution passed at the annual general meeting held on June 15, 2023 is 900,000. |
| B2) % of number of shares in issue at time the ordinary resolution passed acquired on the above said exchange since date of resolution is 0.51%. |
| Note to Section II: | Please state whether on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer. |
| Submitted by: | Vincent Wenbin Qiu | |
| (Name) | ||
| Title: | Chairman and Chief Executive Officer | |
| (Director, Secretary or other Duly Authorised Officer) |
Page 5 of 5