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
Forthe month of February 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 February 5, 2025 in relation to the movements in our authorized share capital and issued shares in January 2025, 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: February 5, 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: | 31 January 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: | 05 February 2025 |
| I. | Movements<br> 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<br> in Issued Shares and/or Treasury Shares |
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| 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 | 163,871,389 | 11,797,197 | 175,668,586 | |||||
| Increase<br> / decrease (-) | -1,471,428 | 1,471,428 | ||||||
| Balance<br> at close of the month | 162,399,961 | 13,268,625 | 175,668,586 | |||||
| 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. | Details of Movements in Issued Shares and/or Treasury Shares |
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| (A). | Share Options (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 | 106,800 | 106,800 | 106,800 | ||||||||
| General<br> Meeting approval date (if applicable) _________________ | ||||||||||||
| Increase in issued<br> shares (excluding 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). | Any other Agreements or Arrangements to Issue Shares of the Issuer, including Options (other than Share Option Schemes) |
|---|
| 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 | |||||||
| ****<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 | 2,967,630 | ||||||
| Increase in issued shares (excluding treasury shares): | 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<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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FF301
| (E). | Other Movements in Issued Shares and/or Treasury Shares |
|---|
| 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 | ||||||||||
| Events | At price (if applicable) | Date of event (Note<br> 2) | General Meeting approval<br> date (if applicable) | Increase/ decrease (-)<br> in issued shares (excluding treasury shares) during the month pursuant thereto (E1) | Increase/ decrease (-)<br> in treasury shares during the month pursuant thereto (E2) | Number of shares redeemed<br> or repurchased for cancellation but not yet cancelled as at close of the month (Note 3) | ||||||
| Currency | Amount | |||||||||||
| 1). | Repurchase<br> of shares (shares repurchased for cancellation but not yet cancelled) | 15<br> June 2023 | -2,533,803 | |||||||||
| 2). | Repurchase<br> of shares (shares held as treasury shares) | 12<br> June 2024 | -1,471,428 | 1,471,428 | ||||||||
| Increase/ decrease (-) in issued shares<br> (excluding treasury shares): | -1,471,428 | WVR ordinary shares A (EE1) | ||||||||||
| --- | --- | --- | ||||||||||
| Increase/ decrease (-) in treasury<br> shares: | 1,471,428 | WVR ordinary shares A (EE2) | ||||||||||
| Total<br> increase/ decrease (-) in issued shares (excluding treasury shares) during the month (i.e. Total of AA1 to EE1): | -1,471,428 | WVR<br> ordinary shares A | ||||||||||
| --- | --- | --- | ||||||||||
| Total increase/ decrease<br> (-) in treasury shares during the month (i.e. Total of AA2 to EE2): | 1,471,428 | WVR ordinary shares<br> A |
Remarks:
| Class<br> A: 1) Repurchases of a total of 2,533,803 Class A ordinary shares represented by ADSs were<br> made on April 3 to 5, 8 to 12, 15 to 18 and 22 to 26, 2024 on Nasdaq Global Select Market<br> in the United States, but such shares are not yet cancelled as at January 31, 2025. |
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FF301
| IV. | Information about Hong Kong Depositary Receipt (HDR) | Not<br> applicable |
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| V. | Confirmations |
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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<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 5); |
| (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 |
| --- | --- |
| (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. | 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. |
| --- | --- |
| 5. | “Identical” means in this context: |
| --- | --- |
| ． | the<br> securities are of the same nominal value with the same amount called up or paid up; |
| --- | --- |
| ． | 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 |
| --- | --- |
| ． | 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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