Baozun Inc 6-K, filed Sep 19, 2022
Baozun Inc. (BZUN)
About this 6-K
Baozun Inc filed this 6-K on September 19, 2022.
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 2022
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 ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
EXPLANATORY NOTE
We made an announcement dated September 19, 2022 with The Stock Exchange of Hong Kong Limited relating to the record date of our forthcoming extraordinary general meeting of shareholders. Details including the date and location of the meeting will be provided in a meeting notice together with the proxy materials in due course.
Exhibit Index
| Exhibit 99.1 — Announcement –– Record Date for Extraordinary General Meeting of Shareholders |
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: September 19, 2022
Exhibit 99.1
Hong Kong 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 arising from or in reliance upon the whole or any part of the contents of this announcement.
Under our weighted voting rights structure, our share capital comprises Class A ordinary shares and Class B ordinary shares. Each Class A ordinary share entitles the holder to exercise one vote, and each Class B ordinary share entitles the holder to exercise ten votes, respectively, on any resolution tabled at our general meetings, except as may otherwise be required by law or by the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited or provided for in our memorandum and articles of association. Shareholders and prospective investors should be aware of the potential risks of investing in a company with a weighted voting rights structure. Our American depositary shares, each representing three of our Class A ordinary shares, are listed on the Nasdaq Global Select Market in the United States under the symbol BZUN.
RECORD DATE FOR
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Reference is made to the announcement dated August 23, 2022 of Baozun Inc. (the “Company”) relating to, among others, application for voluntary conversion to dual-primary listing and receipt of the primary conversion acknowledgment from the Stock Exchange of Hong Kong Limited.
The record date for the purpose of determining the eligibility of the holders of our ordinary shares, par value US$0.0001 per share (the “Ordinary Shares”) to attend and vote at our forthcoming extraordinary general meeting of shareholders (the “EGM”) will be as of close of business on Monday, October 3, 2022, Hong Kong time (the “Ordinary Shares Record Date”). In order to be eligible to attend and vote at the EGM, all valid documents for the transfers of Class A Ordinary Shares, par value US$0.0001 per share (the “Class A Ordinary Shares”) accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited, Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on Monday, October 3, 2022 Hong Kong time. All persons who are registered holders of the Ordinary Shares on the Ordinary Shares Record Date will be entitled to attend and vote at the EGM.
Holders of American depositary shares (the “ADSs”) issued by JP Morgan Chase Bank, N.A., as depositary of the ADSs, and representing our Class A Ordinary Shares do not have direct right to attend or vote at the EGM under our memorandum and articles of association. Holders of ADSs as of close of business on Monday, October 3, 2022, New York time (the “ADSs Record Date”, together with the Ordinary Shares Record Date, the “Record Date”), will be able to instruct JP Morgan Chase Bank, N.A., the holder of record of Class A Ordinary Shares represented by ADSs, as to how to vote the Class A Ordinary Shares represented by such ADSs. Upon the timely receipt of a properly completed ADS voting instruction card, JP Morgan Chase Bank, N.A., as depositary of the ADSs, will endeavor, to the extent practicable and legally permissible, to vote or cause to be voted at the EGM the amount of Class A Ordinary Shares represented by the ADSs in accordance with the instructions set forth in the ADS voting instruction card. Please be aware that, because of the time difference between Hong Kong and New York, if a holder of ADSs cancels his or her ADSs in exchange for Class A Ordinary Shares on Monday, October 3, 2022, New York time, such holder of ADSs will not be able to instruct JP Morgan Chase Bank, N.A., as depositary of the ADSs, as to how to vote the Class A Ordinary Shares represented by the canceled ADSs as described above, and will also not be a holder of those Class A Ordinary Shares as of the Ordinary Shares Record Date for the purpose of determining the eligibility to attend and vote at the EGM.
Details including the date and location of the EGM will be set out in our notice of EGM to be issued and provided to holders of our Ordinary Shares and ADSs as of the respective Record Date together with the proxy materials in due course.
| By order of the board of | |
| directors of the Company | |
| Baozun Inc. | |
| Vincent Wenbin Qiu | |
| Chairman |
Hong Kong, September 19, 2022
As at the date of this announcement, our board of directors comprises Mr. Vincent Wenbin Qiu as the chairman, Mr. Junhua Wu, Mr. Satoshi Okada and Ms. Yang Liu as directors, and Mr. Yiu Pong Chan, Ms. Bin Yu, Mr. Steve Hsien-Chieng Hsia and Mr. Benjamin Changqing Ye as independent directors.
* for identification purposes only