6-K
Baozun Inc. (BZUN)
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 September 2025
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/ Vincent Wenbin Qiu |
| Name: | Vincent Wenbin Qiu |
| Title: | Chief Executive Officer |
Date: September 2, 2025
Exhibit Index
| Exhibit 99.1 — Grant of Restricted Share Unit Awards |
|---|
Safe Harbor Statement
This announcement 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,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident,” “potential,” “continues,” “ongoing,” “targets,” “guidance,” “going forward,” “outlook” or other similar expressions. Statements that are not historical facts, including but not limited to statements about Baozun’s beliefs and expectations, are 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 Baozun’s filings with the United States Securities and Exchange Commission and its announcements, notices or other documents published on the website of The Stock Exchange of Hong Kong Limited. All information provided in this announcement is as of the date hereof and is based on assumptions that Baozun believes to be reasonable as of this date, and Baozun undertakes no obligation to update such information, except as required under applicable law.
Exhibit 99.1
HongKong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement,make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arisingfrom or in reliance upon the whole or any part of the contents of this announcement.
Underour weighted voting rights structure, our share capital comprises Class A ordinary shares and Class B ordinary shares. EachClass A ordinary share entitles the holder to exercise one vote, and each Class B ordinary share entitles the holder to exerciseten votes, respectively, on any resolution tabled at our general meetings, except as may otherwise be required by law or by the Rules Governingthe Listing of Securities on The Stock Exchange of Hong Kong Limited or provided for in our memorandum and articles of association. Shareholdersand prospective investors should be aware of the potential risks of investing in a company with a weighted voting rights structure. OurAmerican depositary shares, each representing three of our Class A ordinary shares, are listed on the Nasdaq Global Select Marketin the United States under the symbol BZUN.
BaozunInc.
寶尊電商有限公司*
(Acompany controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(StockCode: 9991)
GRANTOF RESTRICTED SHARE UNIT AWARDS
Baozun Inc. (the “Company”, together with its consolidated subsidiaries and its affiliated consolidated entities, the “Group”) hereby announces that on September 2, 2025 (Hong Kong time), the Company granted restricted share unit awards (the “RSUs”) under the 2022 share incentive plan of the Company (the “2022 Plan”) to nine grantees (the “Grantees”), the details of which are set forth as follows.
| Date of Grant: | September 2, 2025 (Hong Kong time) (the “Grant Date”) |
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| Number of RSUs granted: | 129,000 RSUs |
|---|---|
| Number of underlying Class A ordinary shares of the Company: | 129,000 Class A ordinary shares (the “Share(s)”) or 43,000 American depository shares (the “ADS(s)”)<br>of the Company |
| --- | --- |
| The Grantees: | The Grantees are employees of the Group. |
| --- | --- |
| None of the Grantees are directors or senior managers of the Company. | |
| --- | |
| None of the grants are required to be disclosed on an individual basis pursuant to Rule 17.06A(2) of Chapter 17 of the Rules Governing<br>the Listing of Securities on The Stock Exchange (the “Stock Exchange”) of Hong Kong Limited (the “ListingRules”). | |
| --- | |
| Purchase price: | The Grantees are not required to pay any purchase price for the Shares issuable under the RSUs. |
| --- | --- |
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| Closing price of the Shares: | HK$8.4 per Share, for Shares traded on the Stock Exchange on September 2, 2025 (Hong Kong time), being the trading day on<br>the Stock Exchange on the Grant Date. | ||
|---|---|---|---|
| US$3.39 per ADS, for ADSs traded on the Nasdaq Global Select Market on August 29, 2025 (United States time), being the trading day<br>on the Nasdaq Global Select Market immediately before the Grant Date. | |||
| --- | |||
| Performance target and vesting period: | Subject to the satisfaction of the individual performance review and satisfaction of certain milestones or performance targets<br>relating to the Group including but not limited to the growth of revenue and profit of the Group for the relevant period as set out in<br>the award agreements applicable to the respective Grantees, the vesting schedules are set as follows: | ||
| --- | --- | ||
| Number of Grantees | Number of RSUs | Vesting period | Circumstances for any shorter vesting period |
| --- | --- | --- | --- |
| 9 employees | 129,000 RSUs | All RSU granted shall be vested on January 1, 2028. | Not applicable as the vesting period is not less than 12 months. |
| Clawback mechanism: | Subject to the terms and conditions in the 2022 Plan, the RSUs may be forfeited or clawbacked if the<br>Grantees (i) seriously commit or persistently breach or not comply with any policy of the Group or any applicable laws and rules applicable<br>to such Grantees, including but not limited to the applicable employee handbook; (ii) engage in intentional misconduct or gross<br>negligence in such Grantees’ duties which result in a material loss of the Group; (iii) engage in any gross misconduct; or<br>(iv) engage in any activity which is inimical, contrary or harmful to the interests of the Company. | ||
| --- | --- | ||
| Arrangement for the Group to provide financial assistance to a grantee to facilitate the purchase of Shares: | None | ||
| --- | --- |
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The RSUs are subject to the terms and conditions of the 2022 Plan and award agreement applicable to the Grantees. Details of the 2022 Plan are set out in Appendix IV – The 2022 Plan of the circular of the Company dated October 5, 2022.
As of the date of this announcement, 6,290,126 Shares remained available for future grants under the 2022 Plan in accordance with the terms of the 2022 Plan, of which 524,652 Shares are available for future grants to the service providers.
| By order of the Board |
|---|
| Baozun Inc. |
| Vincent Wenbin<br> Qiu |
| Chairman |
Hong Kong, September 2, 2025
Asat the date of this announcement, our board of directors comprises Mr. Vincent Wenbin Qiu as the chairman, Mr. Junhua Wu, Mr. SatoshiOkada, Dr. Jun Wang and Ms. Bin Yu as directors, and Mr. Yiu Pong Chan, Mr. Steve Hsien-Chieng Hsia and Mr. BenjaminChangqing Ye as independent directors.
* foridentification purposes only
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