Baozun Inc 6-K, filed May 31, 2024
Baozun Inc. (BZUN)
About this 6-K
Baozun Inc filed this 6-K on May 31, 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 May 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/ Vincent Wenbin Qiu | |
| Name: | Vincent Wenbin Qiu | |
| Title: | Chief Executive Officer | |
Date: May 30, 2024
Exhibit Index
Exhibit 99.1 – Inside information board and shareholder changes
Exhibit 99.2 – List of directors and their role and function
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
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.
Baozun Inc.
寶尊電商有限公司*
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(Stock Code: 9991)
INSIDE INFORMATION
BOARD AND SHAREHOLDER CHANGES
This announcement is made by Baozun Inc. (the “Company”) pursuant Rule 13.09 and Rule 13.51(2) of the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong).
The board (the “Board”) of directors (the “Directors”) of the Company announces that with effect from May 30, 2024, Ms. Yang Liu has resigned as a Director due to shareholding changes of Alibaba Investment Limited (“Alibaba”) in the Company. In the meantime, the Board was informed that, on May 30, 2024, Alibaba, a substantial shareholder of the Company (as defined in the Listing Rules) entered into a sale and purchase agreement with Champion Kerry Inc., pursuant to which Alibaba agreed to sell, and Champion Kerry Inc. agreed to purchase, 26,469,422 class A ordinary shares of the Company, representing approximately 14.4% of the total number of issued shares of the Company (the “Transfer of Shares”) as at March 31, 2024. Immediately after the Transfer of Shares, Alibaba will cease to be a shareholder of the Company while Champion Kerry Inc. will become a substantial shareholder of the Company. The Company and Alibaba will maintain their mutually beneficial business relationship, including continuing their strategic cooperation.
Ms. Yang Liu confirmed that she had no disagreement with the Board and there were no other matters relating to her resignation that should be brought to the attention of the shareholders of the Company or the Stock Exchange.
The Board would like to take this opportunity to express its gratitude to Ms. Yang Liu for her invaluable contributions to the Company during her tenure of office.
| By order of the Board | |
| Baozun Inc. | |
| Vincent Wenbin Qiu | |
| Chairman |
Hong Kong, May 30, 2024
As at the date of this announcement, our board of directors comprises Mr. Vincent Wenbin Qiu as the chairman, Mr. Junhua Wu and Mr. Satoshi Okada as directors, and Mr. Yiu Pong Chan, Mr. Steve Hsien-Chieng Hsia and Mr. Benjamin Changqing Ye as independent directors.
* For identification purposes only
Exhibit 99.2
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.
Baozun Inc.
寶尊電商有限公司*
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
(Stock Code: 9991)
LIST OF DIRECTORS AND THEIR ROLE AND FUNCTION
The members of the board of directors (the “Board”) of Baozun Inc. (the “Company”) are set out below.
Directors
Mr. Vincent Wenbin Qiu (Chairman and Chief Executive Officer)
Mr. Junhua Wu
Mr. Satoshi Okada
Independent directors
Mr. Yiu Pong Chan
Mr. Steve Hsien-Chieng Hsia
Mr. Benjamin Changqing Ye
The Board has three Board committees. The table below provides membership information of these committees on which each director of the Company serves.
1
| Audit Committee |
Compensation Committee |
Nominating and Corporate Governance Committee | |
| Mr. Vincent Wenbin Qiu | |||
| Mr. Junhua Wu | |||
| Mr. Satoshi Okada | |||
| Mr. Yiu Pong Chan | M | C | M |
| Mr. Steve Hsien-Chieng Hsia | M | M | C |
| Mr. Benjamin Changqing Ye | C | M | M |
Notes:
| C | Chairman of the relevant Board committee |
| M | Member of the relevant Board committee |
May 30, 2024
* For identification purposes only
2