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 October 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/ Catherine Zhu
	Name:	Catherine Zhu
	Title:	Chief Financial Officer

 

Date: October 15, 2024

 

2

 

 

Exhibit Index

 

Exhibit 99.1 — Next Day Disclosure Return dated October 14, 2024

 

3

 

 

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.

 

4

 

 

 

Exhibit 99.1

 

FF305

 

Next Day Disclosure Return

(Equity issuer - changes in issued shares or treasury 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 rights and incorporated in the Cayman Islands with limited liability)

 

Date Submitted:

14 October 2024

 

Section I must be completed by a listed issuer where there has been a change in its issued shares or treasury shares which is discloseable pursuant to 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 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)  09 October 2024		167,411,002		7,199,559			174,610,561
1).	Repurchase of shares (shares held as treasury shares)   Date of changes  10 October 2024	-149,100	0.08 %	149,100	USD	1.2

 

Page 1 of 8

 

 

FF305

 

2).	Issue of new shares or transfer of treasury shares in respect of share awards or options granted to a participant (who is not a director of the issuer) under a share scheme - new shares involved   2022 Share Incentive Plan - Restricted Share Units   Date of changes  10 October 2024	4,050	0.002 %		USD	0
3).	Repurchase of shares (shares held as treasury shares)   Date of changes  11 October 2024	-150,000	0.08 %	150,000	USD	1.23
Closing balance as at (Notes 5 and 6) 11 October 2024		167,115,952		7,498,659			174,614,611
B. Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6)
1).	Shares repurchased for cancellation but not yet cancelled   Date of changes  03 April 2024	150,000	0.08 %		USD	0.77
2).	Shares repurchased for cancellation but not yet cancelled   Date of changes  04 April 2024	150,000	0.08 %		USD	0.79
3).	Shares repurchased for cancellation but not yet cancelled   Date of changes  05 April 2024	150,000	0.08 %		USD	0.77
4).	Shares repurchased for cancellation but not yet cancelled   Date of changes  08 April 2024	141,903	0.08 %		USD	0.79
5).	Shares repurchased for cancellation but not yet cancelled   Date of changes  09 April 2024	158,097	0.09 %		USD	0.82
6).	Shares repurchased for cancellation but not yet cancelled   Date of changes  10 April 2024	150,000	0.08 %		USD	0.83
7).	Shares repurchased for cancellation but not yet cancelled   Date of changes  11 April 2024	150,000	0.08 %		USD	0.85

 

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FF305

 

8).	Shares repurchased for cancellation but not yet cancelled   Date of changes  12 April 2024	150,000	0.08 %		USD	0.82
9).	Shares repurchased for cancellation but not yet cancelled   Date of changes  15 April 2024	150,000	0.08 %		USD	0.81
10).	Shares repurchased for cancellation but not yet cancelled   Date of changes  16 April 2024	150,000	0.08 %		USD	0.79
11).	Shares repurchased for cancellation but not yet cancelled   Date of changes  17 April 2024	150,000	0.08 %		USD	0.79
12).	Shares repurchased for cancellation but not yet cancelled   Date of changes  18 April 2024	133,803	0.07 %		USD	0.82
13).	Shares repurchased for cancellation but not yet cancelled   Date of changes  22 April 2024	150,000	0.08 %		USD	0.79
14).	Shares repurchased for cancellation but not yet cancelled   Date of changes  23 April 2024	150,000	0.08 %		USD	0.84
15).	Shares repurchased for cancellation but not yet cancelled   Date of changes  24 April 2024	150,000	0.08 %		USD	0.88
16).	Shares repurchased for cancellation but not yet cancelled   Date of changes  25 April 2024	150,000	0.08 %		USD	0.87
17).	Shares repurchased for cancellation but not yet cancelled   Date of changes  26 April 2024	150,000	0.08 %		USD	0.92

 

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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 money due to the listed issuer in respect of the issue of shares, or sale or transfer of treasury shares has been received by it;
	(ii)	all pre-conditions for the listing imposed by the Main Board Rules / GEM Rules 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 8);
	(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 all 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, sale or transfer;
	(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.

 

Notes to Section I:

 

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.

 

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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 been issued/ 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 redeemed shares are to be cancelled upon settlement of such repurchase or redemption after the closing balance date, they shall remain part of the issued shares as at the closing balance date in Part A. Details of these repurchased or redeemed shares shall be disclosed in Part B.

 

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.

 

 

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FF305

 

Section II must also be completed by a listed 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

 

Section II
1. Class of shares	WVR ordinary shares	Type of shares	A	Listed on the Exchange	Yes
Stock code (if listed)	09991	Description

A.    Repurchase report
Trading date	Number of shares repurchased	Method of repurchase (Note 1)	Repurchase price per share or highest repurchase price per share $		Lowest repurchase price per share $		Aggregate price paid $
1).   10 October 2024	149,100	On another stock exchange Nasdaq Global Select Market in the United States	USD	1.22	USD	1.17	USD	178,556.12
2).   11 October 2024	150,000	On another stock exchange Nasdaq Global Select Market in the United States	USD	1.25	USD	1.19	USD	184,676.64

Total number of shares repurchased	299,100		Aggregate price paid $	USD	363,232.76
Number of shares repurchased for cancellation
Number of shares repurchased for holding as treasury shares	299,100

B.	Additional information for issuer who has a primary listing on the Exchange
1).	Date of the resolution granting the repurchase mandate			12 June 2024
2).	Total number of shares which the issuer is authorised to repurchase under the repurchase mandate			18,408,996
3).	Number of shares repurchased on the Exchange or another stock exchange under the repurchase mandate		(a)	7,498,659
4).	As a % of number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate			4.07	%
	(a) x 100 / number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate

 

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5).	Moratorium period for any issue of new shares, or sale or transfer of treasury shares after the share repurchase(s) set out in Part A		Up to	09 November 2024
	(Note 2)

 

We hereby confirm that the repurchases set out in A above which were made on the Exchange were made in accordance with the Main Board Listing Rules / GEM Listing Rules and that there have been no material changes to the particulars contained in the Explanatory Statement dated 10 May 2024 which has been filed with the Exchange. We also confirm that any purchases set out in A above which were made on another stock exchange were made in accordance with the domestic rules applying to purchases made on that other exchange.

 

Notes to Section II:

 

1.

Please state whether the repurchase was made on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer.

 

2.

Subject to the carve-out set out in Main Board Rule 10.06(3)(a)/ GEM Rule 13.12, an issuer may not (i) make a new issue of shares, or a sale or transfer of any treasury shares; or (ii) announce a proposed new issue of shares, or a sale or transfer of any treasury shares, for a period of 30 days after any purchase by it of shares, whether on the Exchange or otherwise, without the prior approval of the Exchange.

 

 

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FF305

 

Section III must also be completed by a listed issuer where it has made a sale of treasury shares on the Exchange or any other stock exchange on which the issuer is listed which is discloseable under Main Board Rule 10.06B / GEM Rule 13.14B.

 

Report of on-market sale of treasury shares

Not applicable

 

 

Submitted by:	Vincent Wenbin Qiu
	(Name)

 

Title:	Chairman and Chief Executive Officer
	(Director, Secretary or other Duly Authorised Officer)

 

 

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