6-K

Baozun Inc. (BZUN)

6-K 2026-04-09 For: 2026-04-09
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Added on April 09, 2026

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 2026

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 ¨

EXPLANATORY NOTE

We submitted with The Stock Exchange of Hong Kong Limited a monthly return form dated April 9, 2026 in relation to the movements in our authorized share capital and issued shares in March 2026, attached as Exhibit 99.1 to this current report on Form 6-K.

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: April 9, 2026

Exhibit Index

Exhibit 99.1 — Monthly Return with The Stock Exchange of Hong Kong Limited – Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities

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

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Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities

For the month ended: 31 March 2026 Status: New Submission

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer: Baozun<br> Inc. (A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
Date<br> Submitted: 09 April<br> 2026

I. Movements in Authorised / Registered Share Capital


1. Class<br> of shares WVR<br> ordinary shares Type<br> of shares A Listed<br> on the Exchange (Note 1) Yes
Stock<br> code (if listed) 09991 Description
Number<br> of authorised/registered shares Par<br> value Authorised/registered<br> share capital
Balance<br> at close of preceding month 470,000,000 USD 0.0001
Increase<br> / decrease (-)
Balance<br> at close of the month 470,000,000 USD 0.0001

All values are in US Dollars.

2. Class<br> of shares WVR<br> ordinary shares Type<br> of shares B Listed<br> on the Exchange (Note 1) No
Stock<br> code (if listed) 09991 Description
Number<br> of authorised/registered shares Par<br> value Authorised/registered<br> share capital
Balance<br> at close of preceding month 30,000,000 USD 0.0001
Increase<br> / decrease (-)
Balance<br> at close of the month 30,000,000 USD 0.0001

All values are in US Dollars.

Total authorised/registered share capital at the end of the month: USD 50,000

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II. Movements in Issued Shares and/or Treasury Shares and Public Float Sufficiency Confirmation

1. Class of shares WVR<br> ordinary shares Type<br> of shares A Listed<br> on the Exchange (Note 1) Yes
Stock<br> code (if listed) 09991 Description
Number<br> of issued shares<br><br> (excluding treasury shares) Number<br> of treasury shares Total<br> number of issued shares
Balance<br> at close of preceding month 161,015,878 13,268,625 174,284,503
Increase<br> / decrease (-)
Balance<br> at close of the month 161,015,878 13,268,625 174,284,503

Public float sufficiencyconfirmation (Note 4)


Pursuant to Main Board Rule 13.32D(1) or 19A.28D(1)<br> / GEM Rule 17.37D(1) or 25.21D(1), we hereby confirm that, in relation to the class of shares as set out above, as at the close of<br> the month:
x     the<br> applicable public float requirement (see below) has been complied with<br><br> <br>¨      the<br> applicable public float requirement (see below) has not been complied with
The<br> applicable minimum public float requirement for the class of shares as set out above pursuant to Main Board Rule 13.32B or 19A.28B<br> / GEM Rule 17.37B or 25.21B (as the case may be) is:
Applicable<br> public float threshold Initial Prescribed Threshold - 25% of the total number<br> of issued shares in the class to which the listed shares belong (excluding treasury shares)
Additional<br> information
2. Class of shares WVR<br> ordinary shares Type<br> of shares B Listed<br> on the Exchange (Note 1) No
--- --- --- --- --- --- --- --- ---
Stock<br> code (if listed) 09991 Description
Number<br> of issued shares<br><br> (excluding treasury shares) Number<br> of treasury shares Total<br> number of issued shares
Balance<br> at close of preceding month 13,300,738 0 13,300,738
Increase<br> / decrease (-)
Balance<br> at close of the month 13,300,738 0 13,300,738
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III. Detailsof Movements in Issued Shares and/or Treasury Shares


(A). ShareOptions (under Share Option Schemes of the Issuer)


1.<br> Class of shares WVR<br> ordinary shares Type<br> of shares A Listed<br> on the Exchange (Note 1) Yes
Stock<br> code (if listed) 09991 Description
Particulars of share option scheme Number of share options outstanding at close<br> of preceding month Movement during the month Number of share options outstanding at close<br> of the month Number of new shares issued during the month<br> pursuant thereto (A1) Number of treasury shares transferred out<br> of treasury during the month pursuant thereto (A2) Number of shares which may be issued or<br> transferred out of treasury pursuant thereto as at close of the month ****<br><br> <br>The total number of shares which may be<br> issued or transferred out of treasury upon exercise of all share options to be granted under the scheme at close of the month
1). 2014<br> Share Incentive Plan - Share Options 70,335 70,335 70,335
General<br> Meeting approval date (if applicable) _________________
Increase in issued shares (excluding<br> treasury shares): WVR ordinary shares A<br> (AA1)
--- ---
****<br><br> <br>Decrease in treasury<br> shares: ****<br><br> <br>WVR ordinary shares A<br> (AA2)
Total funds raised during the month from exercise of options:

Remarks:

No<br> further options will be granted under the 2014 Share Incentive Plan and the 2015 Share Incentive<br> Plan of the Company after November 1, 2022 (being the date on which the Company’s voluntary<br> conversion of its secondary listing status to primary listing on The Stock Exchange of Hong<br> Kong Limited (the “Primary Conversion”) became effective).
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(B). Warrants to Issue Shares of the Issuer Not<br> applicable
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(C). Convertibles (i.e. Convertible into Shares of the Issuer) Not<br> applicable
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(D). Anyother Agreements or Arrangements to Issue Shares of the Issuer, including Options (other than Share Option Schemes)


1. Class<br> of shares Ordinary<br> shares Type<br> of shares A Listed<br> on the Exchange (Note 1) Yes
Stock<br> code (if listed) 09991 Description
****<br><br> <br>Description of other agreements or arrangements General<br> Meeting approval date (if applicable) Number of new shares issued during the month pursuant<br> thereto (D1) Number<br> of treasury shares transferred out of treasury during the month pursuant thereto (D2) Number<br> of shares which may be issued or transferred out of treasury pursuant thereto as at close of the month
1). Issue Class A ordinary shares to satisfy the restricted<br> share units vested which were previously granted under the 2015 Share Incentive Plan adopted on May 5, 2015 and amended in July 2016
2). 2022<br> Share Incentive Plan - Restricted Share Units 21<br> October 2022 4,434,957
Increase in issued shares (excluding treasury shares): Ordinary shares A (DD1)
--- ---
Decrease in treasury shares: Ordinary shares A (DD2)

Remarks:

No further awards will be granted under the 2014 Share<br> Incentive Plan and the 2015 Share Incentive Plan of the Company after November 1, 2022 (being the date on which the Company’s<br> Primary Conversion became effective)
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(E). Other Movements in Issued Shares and/or Treasury Shares Not applicable
Total<br> increase/ decrease (-) in issued shares (excluding treasury shares) during the month (i.e. Total of AA1 to EE1): WVR<br> ordinary shares A
--- ---
Total increase/ decrease (-)<br> in issued shares (excluding treasury shares) during the month (i.e. Total of AA1 to EE1): Ordinary shares A
Total increase/ decrease (-)<br> in treasury shares during the month (i.e. Total of AA2 to EE2): WVR ordinary shares A
Total<br> increase/ decrease (-) in treasury shares during the month (i.e. Total of AA2 to EE2): Ordinary shares A
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IV. Information about Hong Kong Depositary Receipt (HDR) Not<br> applicable
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V. Confirmations


Pursuant to Main Board Rule 13.25C / GEM Rule 17.27C, we hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued, or the treasury shares sold or transferred by the issuer during the month as set out in Parts III and IV which has not been previously disclosed in a return published under Main Board Rule 13.25A / GEM Rule 17.27A, it has been duly authorised by the board of directors of the listed issuer and carried out in compliance with all applicable listing rules, laws and other regulatory requirements and, insofar as applicable:

(Note 5)

(i) all<br> money due to the listed issuer in respect of the issue of securities, or sale or transfer<br> of treasury shares has been received by it;
(ii) all pre-conditions<br> for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange<br> of Hong Kong Limited under “Qualifications of listing” have been fulfilled;
(iii) all (if any)<br> conditions contained in the formal letter granting listing of and permission to deal in the<br> securities have been fulfilled;
(iv) all<br> the securities of each class are in all respects identical (Note 6);
(v) all<br> documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to<br> be filed with the Registrar of Companies have been duly filed and that compliance has been<br> made with all other legal requirements;
(vi) all<br> the definitive documents of title have been delivered/are ready to be delivered/are being<br> prepared and will be delivered in accordance with the terms of issue, sale or transfer;
(vii) completion has<br> taken place of the purchase by the issuer of all property shown in the listing document to<br> have been purchased or agreed to be purchased by it and the purchase consideration for all<br> such property has been duly satisfied; and
(viii) the<br> trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed<br> and executed, and particulars thereof, if so required by law, have been filed with the Registrar<br> of Companies.
Submitted by: Vincent Wenbin Qiu
--- ---
Title: Chairman and Chief Executive Officer
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(Director, Secretary or other Duly Authorised Officer)
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Notes

1. The Exchange refers to The Stock Exchange of Hong Kong<br> Limited.
2. In the case of repurchase of shares (shares repurchased and cancelled) and redemption of<br> shares (shares redeemed and cancelled), “date of event” should be construed as “cancellation date”.

In the case of repurchase of shares (shares held as treasury shares), “date of event” should be construed as “date on which shares were repurchased and held by the issuer in treasury”.

3. The information is required in the case of repurchase<br> of shares (shares repurchased for cancellation but not yet cancelled) and redemption of shares (shares<br> redeemed but not yet cancelled). Please state the number of shares repurchased or redeemed during the<br> month or in preceding month(s) but pending cancellation as at close of the month as a negative number.
4. “Initial Prescribed Threshold”,<br> “Alternative Threshold” and “market value” have the meanings ascribed<br> thereto under Main Board Rule 13.32A or 19A.28A / GEM Rule 17.37A or 25.21A. See also<br> Main Board Rule 13.32D(4) or 19A.28D(4) / GEM Rule 17.37D(4) or 25.21D(4) on the basis of<br> the public float disclosure.
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5. Items (i) to (viii) are suggested forms of confirmation. The listed<br> issuer may amend the item(s) that is/are not applicable to meet individual cases. Where the issuer has<br> already made the relevant confirmations in a return published under Main Board Rule 13.25A / GEM Rule<br> 17.27A in relation to the securities issued, or the treasury shares sold or transferred, no further confirmation<br> is required to be made in this return.
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6. “Identical” means in this context:
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· the<br> securities are of the same nominal value with the same amount called up or paid up;
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· they<br> are entitled to dividend/interest at the same rate and for the same period, so that at the<br> next ensuing distribution, the dividend/interest payable per unit will amount to exactly<br> the same sum (gross and net); and
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· they<br> carry the same rights as to unrestricted transfer, attendance and voting at meetings and<br> rank pari passu in all other respects.
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