Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
2024年8月5日 - 8:48PM
Edgar (US Regulatory)
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 August 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 August 5, 2024 in relation to the movements
in our authorized share capital and issued shares in July 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.
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Baozun Inc. |
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By: |
/s/ Vincent Wenbin Qiu |
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Name: |
Vincent Wenbin Qiu |
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Title: |
Chief Executive Officer |
Date:
August 5, 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
FF301
![](https://www.sec.gov/Archives/edgar/data/1625414/000110465924085643/tm2420853d1_ex99-1img01.jpg)
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 July 2024 |
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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) |
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Date
Submitted: |
05 August 2024 |
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I. | Movements
in Authorised / Registered Share Capital |
1. Class
of shares |
WVR
ordinary shares |
Type
of shares |
A |
Listed on the Exchange (Note 1) |
Yes |
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Stock
code (if listed) |
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 |
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2. Class
of shares |
WVR
ordinary shares |
Type
of shares |
B |
Listed on the Exchange (Note 1) |
No |
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Stock
code (if listed) |
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 |
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Total authorised/registered share capital at the end of the month: |
USD |
50,000 |
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FF301
II. | Movements in Issued Shares and/or Treasury Shares |
1. Class of shares |
WVR ordinary shares |
Type of shares |
A |
Listed on the Exchange (Note 1) |
Yes |
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Stock code (if listed) |
09991 |
Description |
|
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Number of issued shares
(excluding treasury shares) |
Number of treasury shares |
Total number of issued shares |
Balance at close of preceding month |
169,811,128 |
1,009,803 |
170,820,931 |
Increase / decrease (-) |
-2,319,627 |
2,325,423 |
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Balance at close of the month |
167,491,501 |
3,335,226 |
170,826,727 |
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2. Class of shares |
WVR ordinary shares |
Type of shares |
B |
Listed on the Exchange (Note 1) |
No |
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Stock code (if listed) |
09991 |
Description |
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|
Number of issued shares
(excluding treasury shares) |
Number of treasury shares |
Total number of issued shares |
Balance at close of preceding month |
13,300,738 |
0 |
13,300,738 |
Increase / decrease (-) |
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|
|
Balance at close of the month |
13,300,738 |
0 |
13,300,738 |
FF301
III. | Details
of Movements in Issued Shares and/or Treasury Shares |
(A). | Share
Options (under Share Option Schemes of the Issuer) |
1. Class of shares |
WVR ordinary shares |
Type of shares |
A |
Listed on the Exchange (Note 1) |
Yes |
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Stock code (if listed) |
09991 |
Description |
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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 |
Number of new shares issued during
the month pursuant thereto (A1) |
Number of treasury shares transferred
out of treasury during the month pursuant thereto (A2) |
Number of shares which may be issued
or transferred out of treasury pursuant thereto as at close of the month |
The total number of shares which
may be 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 Share Incentive Plan - Share Options |
137,645 |
Exercised - new shares involved |
-5,796 |
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131,849 |
5,796 |
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131,849 |
0 |
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General
Meeting approval date (if applicable) _________________ |
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Increase in issued shares (excluding treasury shares): |
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5,796 |
WVR ordinary shares A (AA1) |
Decrease in treasury shares: |
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WVR ordinary shares A (AA2) |
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Total funds raised during the month from exercise of options: |
USD |
4,675.44 |
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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).
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FF301
(B). | Warrants
to Issue Shares of the Issuer |
Not
applicable |
FF301
(C). | Convertibles
(i.e. Convertible into Shares of the Issuer) |
Not
applicable |
FF301
(D). | Any
other Agreements or Arrangements to Issue Shares of the Issuer, including
Options (other than Share Option Schemes) |
1. Class of shares |
WVR ordinary shares |
Type of shares |
A |
Listed on the Exchange (Note 1) |
Yes |
|
Stock code (if listed) |
09991 |
Description |
|
|
Description of other agreements or arrangements |
General Meeting approval date (if applicable) |
Number of new shares issued during
the month pursuant thereto (D1) |
Number of treasury shares transferred out of treasury during the month pursuant thereto (D2) |
Number 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
share units vested which were previously granted under the 2015 Share Incentive Plan adopted on May 5, 2015 and amended in July 2016 |
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2). |
2022 Share Incentive Plan - Restricted Share Units |
21 October 2022 |
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7,790,496 |
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Increase in issued shares (excluding treasury shares): |
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|
WVR ordinary shares A (DD1) |
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Decrease in treasury shares: |
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|
WVR ordinary shares A (DD2) |
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) |
FF301
(E). | Other Movements in Issued Shares and/or Treasury Shares |
1. Class of shares |
WVR ordinary shares |
Type of shares |
A |
Listed on the Exchange (Note 1) |
Yes |
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Stock code (if listed) |
09991 |
Description |
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|
Events |
At price (if applicable) |
Date of event (Note 2) |
General Meeting approval date
(if applicable) |
Increase/ decrease (-) in issued shares
(excluding treasury shares) during the month pursuant thereto (E1) |
Increase/ decrease (-) in treasury
shares during the month pursuant thereto (E2) |
Number of shares redeemed or repurchased
for cancellation but not yet cancelled as at close of the month (Note 3) |
Currency |
Amount |
1). |
Repurchase of shares (shares repurchased for cancellation but not yet cancelled) |
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15 June 2023 |
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-2,533,803 |
2). |
Repurchase of shares (shares held as treasury shares) |
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|
12 June 2024 |
-2,325,423 |
2,325,423 |
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Increase/ decrease (-) in issued shares (excluding treasury shares): |
-2,325,423 |
WVR ordinary shares A (EE1) |
Increase/ decrease (-) in treasury shares: |
2,325,423 |
WVR ordinary shares A (EE2) |
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 July 31, 2024.
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Total increase/ decrease (-) in issued shares (excluding treasury shares) during the month (i.e. Total of AA1 to EE1): |
-2,319,627 |
WVR ordinary shares A |
Total increase/ decrease (-) in treasury shares during the month (i.e. Total of AA2 to EE2): |
2,325,423 |
WVR ordinary shares A |
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FF301
IV. | Information
about Hong Kong Depositary Receipt (HDR) |
Not
applicable |
FF301
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 money due to the listed issuer in respect of the issue of securities, or sale or transfer of treasury shares has been received
by it; |
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(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; |
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(iii) | all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled; |
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(iv) | all the securities of each class are in all respects identical
(Note 5); |
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(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; |
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(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; |
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(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 |
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(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 |
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Title: |
Chairman and Chief Executive Officer |
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(Director, Secretary or other Duly Authorised Officer) |
FF301
Notes
1. | The Exchange refers to The Stock Exchange of Hong Kong Limited. |
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2. | In the case of repurchase of shares (shares repurchased and cancelled) and redemption of 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 of shares (shares repurchased
for cancellation but not yet cancelled) and redemption of shares (shares redeemed but not yet cancelled). Please state the number of shares
repurchased or redeemed during the month or in preceding month(s) but pending cancellation as at close of the month as a negative number. |
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4. | 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. 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, or the treasury shares sold or transferred, no further
confirmation is required to be made in this return. |
5. | “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. |
Baozun (PK) (USOTC:BAZNF)
過去 株価チャート
から 8 2024 まで 9 2024
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過去 株価チャート
から 9 2023 まで 9 2024