Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

 

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 June 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 ¨

 

 

 

 

 

 

EXPLANATORY NOTE

 

We submitted with The Stock Exchange of Hong Kong Limited a monthly return form dated June 6, 2024 in relation to the movements in our authorized share capital and issued shares in May 2024, 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: June 6, 2024

  

 

 

 

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

 

 

 

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 May 2024

Status:

New Submission

 

To : Hong Kong Exchanges and Clearing Limited

 

Name of Issuer:	Baozun Inc. (A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
Date Submitted:	06 June 2024

  

I.	Movements in Authorised / Registered Share Capital

 

1. Class of shares	WVR ordinary shares		Type of shares	A			Listed on SEHK (Note 1)			Yes
Stock code	09991		Description
		Number of authorised/registered shares			Par value			Authorised/registered share capital
Balance at close of preceding month		470,000,000			USD	0.0001		USD	47,000
Increase / decrease (-)								USD
Balance at close of the month		470,000,000			USD	0.0001		USD	47,000

2. Class of shares	WVR ordinary shares		Type of shares	B			Listed on SEHK (Note 1)			No
Stock code	09991		Description
		Number of authorised/registered shares			Par value			Authorised/registered share capital
Balance at close of preceding month		30,000,000			USD	0.0001		USD	3,000
Increase / decrease (-)								USD
Balance at close of the month		30,000,000			USD	0.0001		USD	3,000

Total authorised/registered share capital at the end of the month:

USD

50,000

 

Page 1 of 7

 

 

II.	Movements in Issued Shares

 

1. Class of shares	WVR ordinary shares		Type of shares	A	Listed on SEHK (Note 1)	Yes
Stock code	09991		Description
Balance at close of preceding month		170,789,224
Increase / decrease (-)
Balance at close of the month		170,789,224

2. Class of shares	WVR ordinary shares		Type of shares	B	Listed on SEHK (Note 1)	No
Stock code	09991		Description
Balance at close of preceding month		13,300,738
Increase / decrease (-)
Balance at close of the month		13,300,738

 

Page 2 of 7

 

 

III.	Details of Movements in Issued Shares

 

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

 

1. Class of shares issuable

WVR ordinary shares

Type of shares

A

Shares issuable to be listed on SEHK (Note 1)

Yes

Stock code of shares issuable (if listed on SEHK) (Note 1)

09991

Particulars of share option scheme

Number of share options outstanding at close of preceding month

Movement during the month

Number of share options outstanding at close of the month

No. of new shares of issuer issued during the month pursuant thereto (A)

No. of new shares of issuer which may be issued pursuant thereto as at close of the month

The total number of securities which may be issued upon exercise of all share options to be granted under the scheme at close of the month

1).

2014 Share Incentive Plan - Share Options

137,852

Exercised

137,852

137,852

0

General Meeting approval date (if applicable)                ________________

Total A (WVR ordinary shares A):

 

Total funds raised during the month from exercise of options:

USD

 

Remarks:

 

No further options will be granted under the 2014 Share Incentive Plan and the 2015 Share Incentive Plan of the Company after November 1, 2022 (being the date on which the Company’s voluntary conversion of its secondary listing status to primary listing on The Stock Exchange of Hong Kong Limited (the "Primary Conversion") became effective).

 

(B).

Warrants to Issue Shares of the Issuer which are to be Listed

Not applicable

 

(C).

Convertibles (i.e. Convertible into Issue Shares of the Issuer which are to be Listed)

Not applicable

 

Page 3 of 7

 

 

 

(D).	Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be listed, including Options (other than Share Options Schemes)

 

1. Class of shares issuable		WVR ordinary shares	Type of shares	A			Shares issuable to be listed on SEHK (Note 1)		Yes
Stock code of shares issuable (if listed on SEHK) (Note 1)			09991
Description					General Meeting approval date (if applicable)	No. of new shares of issuer issued during the month pursuant thereto (D)		No. of new shares of issuer which may be issued pursuant thereto as at close of the month
1).	Issue Class A ordinary shares to satisfy the restricted 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 Share Incentive Plan - Restricted Share Units				21 October 2022			7,571,607

Total D (WVR ordinary shares A):

 

Remarks:

 

No further awards will be granted under the 2014 Share Incentive Plan and the 2015 Share Incentive Plan of the Company after November 1, 2022 (being the date on which the Company’s Primary Conversion became effective).

 

(E).

Other Movements in Issued Share

 

1. Class of shares issuable (Note 5 and 6)

WVR ordinary shares

Type of shares

A

Shares issuable to be listed on SEHK (Note 1, 5 and 6)

Yes

Stock code of shares issuable (if listed on SEHK) (Note 1, 5 and 6)

09991

Type of Issue

At price (if applicable)

Issue and allotment date (Note 5 and 6)

General Meeting approval date (if applicable)

No. of new shares of issuer issued during the month pursuant thereto (E)

No. of new shares of issuer which may be issued pursuant thereto as at close of the month

Currency

Amount

1).

Repurchase of shares

15 June 2023

-2,533,803

 

Total E (WVR ordinary shares A):

 

Remarks:

 

Class A: 1) Repurchases of a total of 2,533,803 Class A ordinary shares represented by ADSs were made on April 3 to 5, 8 to 12, 15 to 18 and 22 to 26, 2024 on Nasdaq Global Select Market in the United States, but such shares are not yet cancelled as at May 31, 2024.

 

Total increase / decrease (-) in WVR ordinary shares A during the month (i.e. Total of A to E)

 

Page 4 of 7

 

 

IV.

Information about Hong Kong Depositary Receipt (HDR)

Not applicable

 

Page 5 of 7

 

 

V.

Confirmations

 

We hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued by the issuer during the month as set out in Part 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, insofar as applicable:

 

(Note 2)

 

(i)

all money due to the listed issuer in respect of the issue of securities has been received 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 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 (Note 3);

 

(v)

all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with other legal requirements;

 

(vi)

all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue;

 

(vii)

completion has taken place of the purchase by the issuer of all property shown in the listing document 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 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)

  

Notes

 

1.	SEHK refers to Stock Exchange of Hong Kong.

 

2.

Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, no further confirmation is required to be made in this return.

 

Page 6 of 7

 

 

3.

“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.

 

4.

If there is insufficient space, please submit additional document.

 

5.

In the context of repurchase of shares:

 

．

“shares issuable to be listed on SEHK” should be construed as “shares repurchased listed on SEHK”; and

 

．

“stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares repurchased (if listed on SEHK)”; and

 

．

“class of shares issuable” should be construed as “class of shares repurchased”; and

 

．

“issue and allotment date” should be construed as “cancellation date”

 

6.

In the context of redemption of shares:

 

．

“shares issuable to be listed on SEHK” should be construed as “shares redeemed listed on SEHK”; and

 

．

“stock code of shares issuable (if listed on SEHK)” should be construed as “stock code of shares redeemed (if listed on SEHK)”; and

 

．

“class of shares issuable” should be construed as “class of shares redeemed”; and

 

．

“issue and allotment date” should be construed as “redemption date”

 

Page 7 of 7

---