Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
July 16 2024 - 6:09AM
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 July 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.
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Baozun Inc. |
|
|
|
|
By: |
/s/ Vincent Wenbin Qiu |
|
Name: |
Vincent Wenbin Qiu |
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Title: |
Chief Executive Officer |
Date:
July 16, 2024
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
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: |
16 July 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) 12 July 2024 |
168,597,874 |
|
2,223,057 |
|
170,820,931 |
1). Repurchase
of shares (shares held as treasury shares) |
-134,670 |
0.07
% |
134,670 |
USD |
0.93 |
|
Date
of changes 15 July 2024 |
|
|
|
|
|
|
Closing
balance as at (Notes 5 and 6) 15 July 2024 |
168,463,204 |
|
2,357,727 |
|
170,820,931 |
|
B.
Shares redeemed or repurchased for cancellation but not yet cancelled as at the closing balance date (Notes 5 and 6) |
|
|
|
|
|
|
|
|
|
|
|
FF305
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 |
|
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 |
|
FF305
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 June 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 |
|
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. |
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. |
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
1.
Class of shares |
WVR
ordinary shares |
Type
of shares |
A |
Listed
on the Exchange |
Yes |
Stock
code (if listed) |
09991 |
Description |
|
|
|
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). 15 July 2024 |
134,670 |
On
another stock exchange
Nasdaq
Global Select Market in the United States |
USD |
0.94 |
USD |
0.91 |
USD |
125,661 |
|
|
|
|
|
|
Total number of shares |
134,670 | |
Aggregate price paid $ USD | |
125,661 |
repurchased |
| |
| |
|
Number of shares |
| |
| |
|
repurchased for |
| |
| |
|
cancellation |
| |
| |
|
Number of shares |
| |
| |
|
repurchased for holding |
134,670 | |
| |
|
as treasury shares |
| |
| |
|
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) |
2,357,727 |
|
4). |
As
a % of number of issued shares (excluding treasury shares) as at the date of the resolution granting the repurchase mandate |
1.28 |
% |
|
(a) x 100 / number of issued shares (excluding treasury shares) as at the date
of the resolution granting the repurchase mandate |
|
|
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 (Note
2) |
Up
to |
14 August 2024 |
|
FF305
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. |
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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