Baozun Inc 6-K, filed Oct 21, 2022
Baozun Inc. (BZUN)
About this 6-K
Baozun Inc filed this 6-K on October 21, 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 October 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 October 21, 2022 with The Stock Exchange of Hong Kong Limited in relation to the poll results of the extraordinary general meeting of shareholders held on October 21, 2022. For details, please refer to 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/ Arthur Yu | |
| Name: | Arthur Yu | |
| Title: | Chief Financial Officer | |
Date: October 21, 2022
Exhibit Index
Exhibit 99.2 — Announcement – Poll Results of the Extraordinary General Meeting of Shareholders
Exhibit 99.1
Baozun Announces Results of Extraordinary General Meeting of Shareholders
SHANGHAI, CHINA - Oct. 21, 2022 - Baozun Inc. (NASDAQ: BZUN and HKEX: 9991) (“Baozun” or the “Company”), the leading brand e-commerce service partner that helps brands execute their e-commerce strategies in China, announced today that its extraordinary general meeting of shareholders (the “EGM”) was held in Shanghai on Friday, October 21, 2022, at 10:00 a.m., Hong Kong time (or 10:00 p.m. on Thursday, October 20, 2022, New York time), and all the proposed resolutions set out in the notice and circular of EGM were duly passed at the EGM.
All necessary shareholders’ approval in respect of the Company’s proposed conversion to primary listing on The Stock Exchange of Hong Kong Limited (the “Proposed Conversion”) has been obtained at the EGM. From the date of this announcement until the effective date of the Proposed Conversion, which is expected to be November 1, 2022 (the “Effective Date”), the Company will continue to make the necessary arrangements to facilitate compliance with all applicable laws, regulation and stock exchange rules as a dual-primary listed issuer on The Stock Exchange of Hong Kong Limited and the Nasdaq Global Select Market upon the Effective Date.
About Baozun Inc.
Baozun Inc. is the leader and a pioneer in the brand e-commerce service industry in China. Baozun empowers a broad and diverse range of brands to grow and succeed by leveraging its end-to-end e-commerce service capabilities, omni-channel coverage and technology-driven solutions. Its integrated one-stop solutions address all core aspects of the e-commerce operations covering IT solutions, online store operations, digital marketing, customer services, and warehousing and fulfillment.
For more information, please visit http://ir.baozun.com.
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,” “continue,” 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, those included in Baozun’s filings with the Securities and Exchange Commission and The Stock Exchange of Hong Kong Limited. All information provided in this announcement and in the attachments is as of the date of the announcement, and Baozun undertakes no duty to update such information, except as required under applicable law.
For investor and media inquiries, please contact:
Baozun Inc.
Ms. Wendy Sun
ir@baozun.com
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)
VOLUNTARY ANNOUNCEMENT
VOTING RESULTS OF EXTRAORDINARY GENERAL MEETING
Baozun Inc. (the “Company”) held an extraordinary general meeting of shareholders (the “EGM”) on Friday, October 21, 2022, at 10:00 a.m., Hong Kong Time (Thursday, October 20, 2022, at 10:00 p.m., New York Time).
References are made to the circular of the Company (the “Circular”) and notice of the EGM both dated October 5, 2022. Unless otherwise defined herein, capitalized terms in this announcement shall have the same meanings as defined in the Circular.
The matters set forth below were voted on by the Shareholders and approved at the EGM. Detailed descriptions of each resolution (the “Resolution(s)”) are contained in the Circular.
| 1 |
RESOLUTION 1:
| (1) | BY WAY OF AN ORDINARY RESOLUTION, that subject to the Listing Rules, the granting of a share issuance mandate to the Board to issue, allot or deal with unissued Class A ordinary shares and/or ADSs not exceeding 20% of the total number of issued Shares as of the date of passing of this ordinary resolution be approved. |
| For | Against | Abstentions | Broker Non-Votes | |||
| 173,047,359 | 43,963,956 | 60,114 | – |
Accordingly, this Resolution was carried as an ordinary resolution.
RESOLUTION 2:
| (2) | BY WAY OF AN ORDINARY RESOLUTION, that subject to the Listing Rules, the granting of a share repurchase mandate to the Board to repurchase Class A ordinary shares and/or ADSs not exceeding 10% of the total number of issued Shares as of the date of passing of this ordinary resolution be approved. |
| For | Against | Abstentions | Broker Non-Votes | |||
| 216,970,080 | 62,799 | 38,550 | – |
Accordingly, this Resolution was carried as an ordinary resolution.
RESOLUTION 3:
| (3) | BY WAY OF AN ORDINARY RESOLUTION, that subject to the Listing Rules and conditional upon passing of Resolution numbers 1 and 2 above, the general mandate referred in Resolution number 1 be extended by the addition thereto of the total number of Class A ordinary shares and/or ADSs bought back by the Company pursuant to the general mandate referred in Resolution number 2, provided that such amount shall not exceed 10% of the number of the issued Shares as of the date of passing of this resolution. |
| For | Against | Abstentions | Broker Non-Votes | |||
| 165,255,205 | 51,723,890 | 92,334 | – |
Accordingly, this Resolution was carried as an ordinary resolution.
| 2 |
RESOLUTION 4:
| (4) | BY WAY OF AN ORDINARY RESOLUTION, that the Non-exempt CCT and the proposed annual caps, details of which are set out in the Circular be approved, ratified and confirmed, and any one Director, for and on behalf of the Company, be authorized to execute, and where required, to affix the common seal of the Company to, any documents, instruments or agreements, and to do any acts and things deemed by him or her to be necessary, expedient or appropriate in order to give effect to and implement the Non-exempt CCT. |
| For | Against | Abstentions | Broker Non-Votes | |||
| 190,302,004 | 217,455 | 26,551,970 | – |
Accordingly, this Resolution was carried as an ordinary resolution.
RESOLUTION 5:
| (5) | BY WAY OF AN ORDINARY RESOLUTION, that the adoption of the 2022 Plan with effect from the Effective Date be approved, and the Directors be authorized to do all acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the 2022 Plan, including without limitation: |
| a. | to administer or authorize a committee of the Board to administer the 2022 Plan under which Awards will be granted to the Eligible Individuals (as defined in the 2022 Plan) under the 2022 Plan to subscribe for the Shares and the ADSs of the Company, including but not limited to determining and granting the Awards in accordance with the terms of the 2022 Plan; |
| b. | to modify and/or amend the 2022 Plan from time to time provided that such modification and/or amendment is effected in accordance with the terms of the 2022 Plan and subject to the Listing Rules; |
| c. | to allot and issue from time to time such Shares which shall not in aggregate exceed 10% of the total number of Shares outstanding as at the date of approval of the 2022 Plan by the Shareholders (namely, the Scheme Mandate Limit), as may be required to be allotted and issued pursuant to the exercise of the Awards under the 2022 Plan and subject to the Listing Rules; |
| d. | to allot and issue to Service Providers (as defined in the 2022 Plan) from time to time such Shares which shall not in aggregate exceed 3% of the Scheme Mandate Limit, as may be required to be allotted and issued pursuant to the exercise of the Awards under the 2022 Plan and subject to the Listing Rules; and |
| e. | to consent, if it so deems fit and expedient, to such conditions, modifications and/or variations as may be required or imposed by the relevant authorities in relation to the 2022 Plan. |
| For | Against | Abstentions | Broker Non-Votes | |||
| 173,398,861 | 43,587,122 | 85,446 | – |
Accordingly, this Resolution was carried as an ordinary resolution.
| 3 |
RESOLUTION 6:
| (6) | BY WAY OF A SPECIAL RESOLUTION, that the Fifth Amended and Restated Memorandum and Articles of Association currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the Sixth Amended and Restated Memorandum and Articles of Association, incorporating the amendments set out in Appendix III of the Circular, with effect from the Effective Date. |
| For | Against | Abstentions | Broker Non-Votes | |||
| 216,772,935 | 162,573 | 135,921 | – |
Accordingly, this Resolution was carried as a special resolution.
The total number of Shares entitling the Shareholders to attend and vote for or against the Resolutions at the EGM was 176,337,147 Shares, comprising 163,036,409 Class A ordinary shares and 13,300,738 Class B ordinary shares. A total of 97,364,787 Shares (comprising 84,064,049 Class A ordinary shares and 13,300,738 Class B ordinary shares) were present virtually or represented by proxy at the EGM, constituting a quorum.
At the EGM, Alibaba Investment held 26,469,422 Class A ordinary shares, representing approximately 15.0% and 8.9% of the total issued Shares and the aggregate voting power of the Company, respectively. Pursuant to the Listing Rules, Alibaba Investment was required to, and did, abstain from voting on the Resolution number 4 at the EGM. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, save as disclosed above, no other Shareholders were required to abstain from voting on the Resolution numbers 1 to 6 at the EGM and none of the Shareholders had stated their intention in the Circular to vote against or to abstain from voting on the Resolution numbers 1 to 6 at the EGM. In addition, save as disclosed above, there were no other Shares entitling the holders to attend and abstain from voting in favour of the Resolution numbers 1 to 6 at the EGM as set out in Rule 13.40 of the Listing Rules.
The Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, acted as the scrutineer at the EGM for the purpose of vote-taking.
| By order of the Board | |
| Baozun Inc. | |
| Vincent Wenbin Qiu | |
| Chairman |
Hong Kong, October 21, 2022
As of 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
| 4 |