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 December 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 ¨
EXPLANATORY NOTE
We submitted with The Stock Exchange of Hong Kong Limited a monthly return form dated December 3, 2025 in relation to the movements in our authorized share capital and issued shares in November 2025 and a next day disclosure return form dated December 3, 2025 in relation to the movements in our authorized share capital and issued shares from November 30, 2025 to December 1, 2025, attached as Exhibit 99.1 and Exhibit 99.2 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: December 3, 2025
Exhibit Index
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
FF301
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: | 30 November 2025 | 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: | 03 December 2025 |
| I. | Movements<br> in Authorised / Registered Share Capital |
| --- | --- |
| 1. Class<br> of shares | WVR<br> ordinary shares | Type<br> of shares | A | Listed 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 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 |
|---|
Page 1 of 10
FF301
| II. | Movements in Issued Shares and/or Treasury Shares |
|---|
| 1. Class of shares | WVR ordinary shares | Type of shares | A | Listed on the Exchange (Note 1) | Yes | |||
|---|---|---|---|---|---|---|---|---|
| Stock code (if listed) | 09991 | Description | ||||||
| Number of issued shares<br><br> (excluding treasury shares) | Number of treasury shares | Total number of issued shares | ||||||
| Balance at close of preceding month | 160,268,428 | 13,268,625 | 173,537,053 | |||||
| Increase / decrease (-) | 11,700 | |||||||
| Balance at close of the month | 160,280,128 | 13,268,625 | 173,548,753 | |||||
| 2. Class of shares | WVR ordinary shares | Type of shares | B | Listed on the Exchange (Note 1) | No | |||
| Stock code (if listed) | 09991 | Description | ||||||
| Number of issued shares<br><br> (excluding treasury shares) | Number of treasury shares | Total number of issued shares | ||||||
| Balance at close of preceding month | 13,300,738 | 0 | 13,300,738 | |||||
| Increase / decrease (-) | ||||||||
| Balance at close of the month | 13,300,738 | 0 | 13,300,738 |
Page 2 of 10
FF301
| III. | Details of Movements in Issued Shares and/or Treasury Shares |
|---|
| (A). | Share Options (under Share Option Schemes of the Issuer) |
|---|
| 1. Class of shares | WVR ordinary shares | Type of shares | A | Listed on the Exchange (Note 1) | Yes | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock code (if listed) | 09991 | Description | ||||||||||
| Particulars of share option scheme | Number of share options outstanding<br> at close of preceding month | Movement during the month | Number of share options outstanding<br> at close of the month | Number of new shares issued during<br> the month pursuant thereto (A1) | Number of treasury shares transferred<br> out of treasury during the month pursuant thereto (A2) | Number of shares which may be issued<br> or transferred out of treasury pursuant thereto as at close of the month | ****<br><br> <br>The total number of shares which<br> may be 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 Share Incentive Plan - Share Options | 70,335 | 70,335 | 70,335 | ||||||||
| General<br>Meeting approval date (if applicable) _________________ | ||||||||||||
| Increase in issued shares (excluding treasury shares): | WVR ordinary shares A (AA1) | |||||||||||
| --- | --- | |||||||||||
| ****<br><br> <br>Decrease in treasury shares: | ****<br><br> <br>WVR ordinary shares A (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). |
|---|
Page 3 of 10
FF301
| (B). | Warrants to Issue Shares of the Issuer | Not<br> applicable |
|---|
Page 4 of 10
FF301
| (C). | Convertibles (i.e. Convertible into Shares of the Issuer) | Not<br> applicable |
|---|
Page 5 of 10
FF301
| (D). | Any other Agreements or Arrangements to Issue Shares of the Issuer, including Options (other than Share Option Schemes) |
|---|
| 1. Class of shares | WVR ordinary shares | Type of shares | A | Listed on the Exchange (Note 1) | Yes | ||||
|---|---|---|---|---|---|---|---|---|---|
| Stock code (if listed) | 09991 | Description | |||||||
| ****<br><br> <br>Description of other agreements or arrangements | General Meeting approval date (if applicable) | Number of new shares issued during<br> the month pursuant thereto (D1) | Number of treasury shares transferred out of treasury during the month pursuant thereto (D2) | Number 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 | 3,600 | |||||||
| 2). | 2022 Share Incentive Plan - Restricted Share Units | 21 October 2022 | 8,100 | 1,819,350 | |||||
| Increase in issued shares (excluding treasury shares): | 11,700 | WVR ordinary shares A (DD1) | |||||||
| --- | --- | --- | |||||||
| Decrease in treasury shares: | WVR ordinary shares A (DD2) |
Remarks:
| No further awards will be granted under the 2014 Share Incentive<br> Plan and the 2015 Share Incentive Plan of the Company after November 1, 2022 (being the date on which the Company’s Primary Conversion<br> became effective) |
|---|
Page 6 of 10
FF301
| (E). | Other Movements in Issued Shares and/or Treasury Shares | Not applicable |
|---|---|---|
| Total increase/ decrease (-) in issued shares (excluding treasury shares) during the month (i.e. Total of AA1 to EE1): | 11,700 | WVR ordinary shares A |
| --- | --- | --- |
| Total increase/ decrease (-) in treasury shares during the month (i.e. Total of AA2 to EE2): | WVR ordinary shares A |
Page 7 of 10
FF301
| IV. | Information about Hong Kong Depositary Receipt (HDR) | Not<br> applicable |
|---|
Page 8 of 10
FF301
| 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 4)
| (i) | all money due to the listed issuer in respect of the issue of securities, or sale or transfer of treasury shares has been received<br>by it; |
|---|---|
| (ii) | all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited<br>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<br>(Note 5); |
| (v) | all documents required by the Companies (Winding Up and Miscellaneous<br>Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with all other<br>legal requirements; |
| (vi) | all the definitive documents of title have been delivered/are<br>ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue, sale or transfer; |
| (vii) | completion has taken place of the purchase by the issuer of all property shown in the listing document<br>to have been 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<br>executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies. |
| Submitted by: | Vincent Wenbin Qiu |
| --- | --- |
| Title: | Chairman and Chief Executive Officer |
| --- | --- |
| (Director, Secretary or other Duly Authorised Officer) | |
| --- |
Page 9 of 10
FF301
Notes
| 1. | The Exchange refers to The Stock Exchange of Hong Kong Limited. |
|---|---|
| 2. | In the case of repurchase of shares (shares repurchased and cancelled) and redemption of shares (shares<br>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 of shares (shares repurchased<br>for cancellation but not yet cancelled) and redemption of shares (shares redeemed but not yet cancelled). Please state the number of shares<br>repurchased or redeemed during the month or in preceding month(s) but pending cancellation as at close of the month as a negative number. |
|---|---|
| 4. | Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that<br>is/are not applicable to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under<br>Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, or the treasury shares sold or transferred, no further<br>confirmation is required to be made in this return. |
| --- | --- |
| 5. | “Identical” means in this context: |
| --- | --- |
| ． | the securities are of the same nominal value with the same amount<br>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<br>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<br>and voting at meetings and rank pari passu in all other respects. |
| --- | --- |
Page 10 of 10
Exhibit 99.2
FF305
Next Day DisclosureReturn
(Equity issuer - changes in issued shares ortreasury shares, share buybacks and/or on-market sales of treasury shares)
| Instrument: | Equity issuer | Status: | New Submission |
|---|---|---|---|
| Name of Issuer: | Baozun Inc. (A company controlled through weighted voting<br> rights and incorporated in the Cayman Islands with limited liability) | ||
| Date Submitted: | 03 December 2025 | ||
| --- | --- |
Section I mustbe completed by a listed issuer where there has been a change in its issued shares or treasury shares which is discloseable pursuantto rule 13.25A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”)(the “Main Board Rules”) or rule 17.27A of the Rules Governing the Listing of Securities on GEM of the Exchange (the “GEM Rules”).
| Section I | |||||||
|---|---|---|---|---|---|---|---|
| 1. Class of shares | WVR<br> ordinary shares | Type of shares | A | Listed on the Exchange | Yes | ||
| Stock code (if listed) | 09991 | Description | |||||
| A. Changes in issued shares or treasury shares | |||||||
| Changes in issued shares | Changes in treasury | ||||||
| (excluding treasury shares) | shares | ||||||
| Events | Number of issued shares (excluding treasury shares) | As a % of existing number of issued shares (excluding treasury shares) before the relevant event | Number of treasury shares | Issue/ selling price per share (Note 4) | Total number of issued shares | ||
| (Note 3) | |||||||
| Opening balance as at (Note 1) 30 November 2025 | 160,280,128 | 13,268,625 | 173,548,753 | ||||
| 1). Issue of new shares or transfer of treasury shares in respect of share awards or options granted to a director of the issuer under a share<br>scheme - new shares involved | 405,000 | 0.233<br> % | USD | 0 | |||
| 2022 Share Incentive Plan - Restricted Share Units | |||||||
| Date of changes 01 December 2025 | |||||||
| Closing balance as at (Notes 5 and 6) 01 December 2025 | 160,685,128 | 13,268,625 | 173,953,753 | ||||
| **B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date *(Notes 5 and 6)***Not<br> applicable |
Page 1 of 5
FF305
Confirmation
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 issue of shares or sale or transfer of treasury shares as set out in Section I, 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 7)
| (i) | all<br> money due to the listed issuer in respect of the issue of shares, or sale or transfer of<br> treasury shares has been received by it; |
|---|---|
| (ii) | all<br> pre-conditions for the listing imposed by the Main Board Rules / GEM Rules under "Qualifications<br> of listing" have been fulfilled; |
| --- | --- |
| (iii) | all<br> (if any) conditions contained in the formal letter granting listing of and permission to<br> deal in the securities have been fulfilled; |
| --- | --- |
| (iv) | all<br> the securities of each class are in all respects identical (Note 8); |
| --- | --- |
| (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<br> has taken place of the purchase by the issuer of all property shown in the listing document<br> to have been purchased or agreed to be purchased by it and the purchase consideration for<br> all 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. |
| --- | --- |
Notes to SectionI:
| 1. | 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. |
|---|---|
| 2. | Please set out all changes in issued shares or treasury shares requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of changes. 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. |
| --- | --- |
| 3. | The percentage change in the number of issued shares (excluding treasury shares) of the listed issuer is to be calculated by reference to the opening balance of the number of issued shares (excluding treasury shares) being disclosed in this Next Day Disclosure Return. |
| --- | --- |
Page 2 of 5
FF305
| 4. | In the case of a share repurchase or redemption, the “issue/ selling price per share” shall be construed as “repurchase price per share” or “redemption price per share”. |
|---|
Where shares have beenissued/ sold/ repurchased/ redeemed at more than one price per share, a volume-weighted average price per share should be given.
| 5. | The closing balance date is the date of the last relevant event being disclosed. |
|---|---|
| 6. | For repurchase or redemption of shares, disclosure is required when the relevant event has occurred (subject to the provisions of Main Board Rules 10.06(4)(a), 13.25A and 13.31 / GEM Rules 13.13(1), 17.27A and 17.35), even if the repurchased or redeemed shares have not yet been cancelled. |
| --- | --- |
If repurchased or redeemedshares are to be cancelled upon settlement of such repurchase or redemption after the closing balance date, they shall remain part ofthe issued shares as at the closing balance date in Part A. Details of these repurchased or redeemed shares shall be disclosed in PartB.
| 7. | Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases. |
|---|---|
| 8. | “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. |
| --- | --- |
Page 3 of 5
FF305
Section II must also be completed by alisted 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).
| Repurchase report | Not applicable |
|---|
Page 4 of 5
FF305
Section III must also be completed by a listedissuer where it has made a sale of treasury shares on the Exchange or any other stock exchange on which the issuer is listed which isdiscloseable under Main Board Rule 10.06B / GEM Rule 13.14B.
| Report of on-market sale of treasury shares | Not applicable |
|---|---|
| Submitted<br> by: | Vincent<br> Wenbin Qiu |
| --- | --- |
| (Name) | |
| Title: | Chairman<br> and Chief Executive Officer |
| (Director, Secretary or other<br> Duly Authorised Officer) |
Page 5 of 5