6-K

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 ¨

EXPLANATORY NOTE

We submitted with The Stock Exchange of Hong Kong Limited a monthly return form dated July 5, 2024 in relation to the movements in our authorized share capital and issued shares in June 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: July 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.

EX-99.1

Exhibit 99.1

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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: 30 June 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:	05 July 2024

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
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

2. Class of shares	WVR ordinary shares		Type of shares	B			Listed on the Exchange (Note 1)			No
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

Total authorised/registered share capital at the end of the month: USD 50,000

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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
Stock code (if listed)	09991		Description
		Number of issued shares (excluding treasury shares)			Number of treasury shares		Total number of issued shares
Balance at close of preceding month		170,789,224			0		170,789,224
Increase / decrease (-)		-978,096			1,009,803
Balance at close of the month		169,811,128			1,009,803		170,820,931
2. Class of shares	WVR ordinary shares		Type of shares	B		Listed on the Exchange (Note 1)		No
Stock code (if listed)	09991		Description
		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					13,300,738
Increase / decrease (-)
Balance 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

(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

Stock code (if listed)

09991

Description

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

137,852

Exercised - new shares involved

-207

137,645

207

137,645

0

General Meeting approval date (if applicable) _________________

Increase in issued shares (excluding treasury shares):		207	WVR ordinary shares A (AA1)
Decrease in treasury shares:			WVR ordinary shares A (AA2)
Total funds raised during the month from exercise of options:	USD	164.91

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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(B). Warrants to Issue Shares of the Issuer Not applicable

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(C). Convertibles (i.e. Convertible into Shares of the Issuer) Not 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 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				31,500
2).	2022 Share Incentive Plan - Restricted Share Units			21 October 2022				7,540,107

Increase in issued shares (excluding treasury shares):	31,500	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 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)

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(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

Stock code (if listed)

09991

Description

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)

15 June 2023

-2,533,803

2).

Repurchase of shares (shares held as treasury shares)

12 June 2024

-1,009,803

1,009,803

Increase/ decrease (-) in issued shares (excluding treasury shares):	-1,009,803	WVR ordinary shares A (EE1)
Increase/ decrease (-) in treasury shares:	1,009,803	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 June 30, 2024.

Total increase/ decrease (-) in issued shares (excluding treasury shares) during the month (i.e. Total of AA1 to EE1):	-978,096	WVR ordinary shares A
Total increase/ decrease (-) in treasury shares during the month (i.e. Total of AA2 to EE2):	1,009,803	WVR ordinary shares A

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IV. Information about Hong Kong Depositary Receipt (HDR) Not applicable

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V. Confirmations

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;
(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 5);
(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.

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 Limited.
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.

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.

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