宝尊电商提交8月股份变动月报，仅因RSU归属转出8100股库存股

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6-K
1
tm2624758d1_6k.htm
FORM 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 September 2026
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 September 3, 2026 in relation to the movements in our authorized share
capital and issued shares in August 2026, 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: September 3, 2026
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,” “future,”
“intends,” “plans,” “believes,” “estimates,” “confident,” “potential,”
“continues,” “ongoing,” “targets,” “guidance,” “going forward,” “looking
forward,” “outlook” or other similar expressions. Statements that are not historical facts, including but not limited
to statements about Baozun’s beliefs and expectations, business trends, growth strategies, operating efficiencies, margin expansion,
store openings, brand performance, technology and automation initiatives, and outlook for future periods are forward-looking statements.
Forward-looking statements involve inherent risks and uncertainties and are based on current expectations, assumptions, estimates and
projections about Baozun and the industries in which it operates. A number of factors could cause actual results to differ materially
from those contained in any forward-looking statement, including but not limited to risks and uncertainties relating to macroeconomic
and consumer spending conditions, Baozun’s ability to grow and manage its e-commerce and brand management businesses, demand for
its brand partners’ and managed brands’ products, competition, its ability to improve operating efficiency and profitability,
its ability to manage inventory and working capital, the pace and effectiveness of its technology and automation initiatives, store expansion
and offline retail execution, relationships with brand partners and other third parties, as well as 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. Investors are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date they are made.

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EX-99.1
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EXHIBIT 99.1
Exhibit 99.1
FF301
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 August 2026
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:
03 September 2026
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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1
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FF301
II. Movements
in Issued Shares and/or Treasury Shares and Public Float Sufficiency Confirmation
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
161,122,226
13,162,277
174,284,503
Increase
/ decrease (-)
8,100
-8,100
Balance
at close of the month
161,130,326
13,154,177
174,284,503
Public float sufficiency
confirmation (Note 4)
Pursuant to Main Board Rule 13.32D(1) or 19A.28D(1)
/ GEM Rule 17.37D(1) or 25.21D(1), we hereby confirm that, in relation to the class of shares as set out above, as at the close of
the month:
x
the
applicable public float requirement (see below) has been complied with
¨
the
applicable public float requirement (see below) has not been complied with
The
applicable minimum public float requirement for the class of shares as set out above pursuant to Main Board Rule 13.32B or 19A.28B
/ GEM Rule 17.37B or 25.21B (as the case may be) is:
Applicable
public float threshold
Initial Prescribed Threshold - 25% of the total number
of issued shares in the class to which the listed shares belong (excluding treasury shares)
Additional
information
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
0
13,300,738
Increase
/ decrease (-)
Balance
at close of the month
13,300,738
0
13,300,738
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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
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
70,335
70,335
70,335
General
Meeting approval date (if applicable) _________________
Increase in issued shares (excluding
treasury shares):
WVR ordinary shares A
(AA1)
Decrease in treasury
shares:
WVR ordinary shares A
(AA2)
Total funds raised during the month from exercise of options:
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
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FF301
(C).
Convertibles
(i.e. Convertible into Shares of the Issuer)
Not
applicable
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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
2).
2022
Share Incentive Plan - Restricted Share Units
21
October 2022
8,100
5,288,307
Increase in issued shares (excluding treasury shares):
8,100
WVR
ordinary shares A (DD1)
Decrease in treasury shares:
-8,100
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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FF301
(E).
Other Movements in Issued Shares and/or Treasury Shares
Not applicable
Total
increase/ decrease (-) in issued shares (excluding treasury shares) during the month (i.e. Total of AA1 to EE1):
8,100
WVR
ordinary shares A
Total increase/ decrease (-)
in treasury shares during the month (i.e. Total of AA2 to EE2):
-8,100
WVR ordinary shares A
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7
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FF301
IV.
Information
about Hong Kong Depositary Receipt (HDR)
Not
applicable
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8
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FF301
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 5)
(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 6);
(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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FF301
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.
“Initial Prescribed Threshold”,
“Alternative Threshold” and “market value” have the meanings ascribed
thereto under Main Board Rule 13.32A or 19A.28A / GEM Rule 17.37A or
25.21A. See also
Main Board Rule 13.32D(4) or 19A.28D(4) / GEM Rule 17.37D(4) or 25.21D(4) on the basis of
the public float disclosure.
5.
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.
6.
“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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