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 May 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. |
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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 |
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Date:
May 10, 2024 |
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Exhibit Index
Exhibit 99.1 — Press Release
Exhibit 99.2 — Circular for Annual General Meeting
Exhibit 99.3 — Notice for Annual General Meeting
Exhibit 99.4 — Form of Proxy for Annual General Meeting
Exhibit 99.5 — Form of Voting Card for American Depositary Shares
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
Baozun Schedules Annual General Meeting of Shareholders
SHANGHAI, CHINA - May 10, 2024 - Baozun Inc.
(NASDAQ: BZUN and HKEX: 9991) (“Baozun” or the “Company”), a leading brand e-commerce solution provider and digital
commerce enabler in China, announced today that it will hold its annual general meeting of shareholders (“AGM”) on Wednesday,
June 12, 2024, at 2:00 p.m., Hong Kong time (or 2:00 a.m. on Wednesday, June 12, 2024, New York time). The meeting will
be held at Unit 1701-1707 & 1716, 17/F., BEA Tower Millennium City 5, 418 Kwun Tong Road, Kwun Tong, Hong Kong.
Copies of the notice of AGM, which sets forth
the resolutions to be submitted to shareholder approval at the meeting, along with the circular for AGM, form of proxy and form of voting
card for American Depositary Shares (the “ADSs”) are available on the Company’s investor relations website at http://ir.baozun.com.
Holders of record of the Company’s ordinary
shares, par value US$0.0001 per share (the “Ordinary Shares”), as of the close of business
on Monday, May 13, 2024, Hong Kong time, will be eligible to attend and vote at the AGM. Holders of record of the Company’s
ADSs as of the close of business on Monday, May 13, 2024, New York time, who wish to exercise their voting rights for the underlying
Class A ordinary shares, par value US$0.0001 per share, must give voting instructions to JPMorgan
Chase Bank, N.A., the depositary of the ADSs.
About Baozun Inc.
Founded in 2007, Baozun Inc. is a leader in brand
e-commerce service, brand management, and digital commerce service. It serves more than 450 brands from various industries and sectors
around the world, including East and Southeast Asia, Europe and North America.
Baozun Inc. comprises three major business lines
-- Baozun e-Commerce (BEC), Baozun Brand Management (BBM) and Baozun International (BZI) and is committed to accelerating high-quality
and sustainable growth. Driven by the principle that “Technology Empowers the Future Success”, Baozun’s business lines
are devoted to empowering their clients’ business and navigating their new phase of development.
For more information, please visit http://ir.baozun.com.
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, 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.
For investor and media inquiries, please contact:
Baozun Inc.
Ms. Wendy Sun
ir@baozun.com
Exhibit 99.2
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION
If
you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities
dealer, bank manager, solicitor, professional accountant or other professional adviser.
If
you have sold or transferred all your shares in Baozun Inc., you should at once hand this circular to the purchaser(s) or
the transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission
to the purchaser(s) or the transferee(s).
Hong Kong Exchanges and Clearing
Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as
to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon
the whole or any part of the contents of this circular.
Under our weighted voting rights
structure, our share capital comprises Class A ordinary shares and Class B ordinary shares. Each Class A ordinary share
entitles the holder to exercise one vote, and each Class B ordinary share entitles the holder to exercise ten votes, respectively,
on any resolution tabled at our general meetings, except as may otherwise be required by law or by the Rules Governing the Listing
of Securities on The Stock Exchange of Hong Kong Limited or provided for in our memorandum and articles of association. Shareholders
and prospective investors should be aware of the potential risks of investing in a company with a weighted voting rights structure. Our
American depositary shares, each representing three of our Class A ordinary shares, are listed on the Nasdaq Global Select Market
in the United States under the symbol BZUN.
Baozun Inc.
寶尊電商有限公司
*
(A company controlled through
weighted voting rights and incorporated in the Cayman Islands with limited liability)
(Stock Code: 9991)
(1)
PROPOSALS FOR
GENERAL
MANDATES TO ISSUE SHARES
AND TO BUY BACK SHARES;
(2)
RE-ELECTION OF DIRECTORS; AND
(3) NOTICE OF ANNUAL GENERAL MEETING
Capitalised terms used in this
cover page shall have the same meanings as those defined in the section headed “Definitions” in this circular.
A notice convening the Annual
General Meeting to be held at Unit 1701-1707 & 1716, 17/F., BEA Tower Millennium City 5, 418 Kwun Tong Road, Kwun Tong, Hong
Kong on Wednesday, June 12, 2024 at 2:00 p.m. is set out on pages 19 to 23 of this circular. A proxy form for use at the
meeting is enclosed.
Only holders of the Shares of
record as of the close of business on Monday, May 13, 2024, Hong Kong Time (the “Ordinary Shares Record Date”)
are entitled to attend and vote at the Annual General Meeting. Holders of ADSs as of the close of business on Monday, May 13, 2024,
New York Time (the “ADS Record Date”) will be able to instruct JPMorgan Chase Bank, N.A., the holder of record of Class A
ordinary shares represented by ADSs, as to how to vote the Class A ordinary shares represented by such ADSs. The Company’s
Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, must receive the proxy form by no later than 2:00
p.m. on Monday June 10, 2024, Hong Kong Time at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong
to ensure your representation at the Annual General Meeting, and JPMorgan Chase Bank, N.A. must receive your ADS voting card (the “ADS
Voting Card”) by no later than 9:00 a.m. on Tuesday, June 4, 2024, New York Time to enable the votes attaching to
the Shares represented by your ADSs to be cast at the Annual General Meeting.
May 10, 2024
CONTENTS
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Pages |
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Definitions |
1 |
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Letter from the Board |
4 |
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SHARE BUY-BACK MANDATE |
5 |
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ISSUE MANDATE |
5 |
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RE-ELECTION OF DIRECTORS |
6 |
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GENERAL |
9 |
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TYPHOON AND RAINSTORM ARRANGEMENTS |
11 |
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RESPONSIBILITY STATEMENT |
12 |
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RECOMMENDATIONS |
12 |
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Appendix I |
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Explanatory Statement for the Share Buy-Back Mandate |
13 |
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Appendix II |
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Details of Directors Proposed to be Re-elected |
18 |
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Notice of Annual General Meeting |
19 |
DEFINITIONS
In this circular, the following
expressions have the following meanings unless the context otherwise requires:
“ADS(s)” |
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American Depositary Shares (each representing three Class A ordinary shares) |
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“Annual General Meeting” |
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the
annual general meeting to be convened by the Company on Wednesday, June 12, 2024 at 2:00 p.m., Hong Kong Time |
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“Articles of Association” |
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the articles of association of the Company, as amended from time to time |
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“associate(s)” |
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has the meaning ascribed to it under the Listing Rules |
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“Board” |
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the board of Directors |
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“CG Code” |
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Part 2 of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules |
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“Class A ordinary shares” |
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Class A ordinary shares in the share capital of the Company with a par value of US$0.0001 each, conferring a holder of a Class A ordinary share to one vote per share on any resolution tabled at the Company’s general meeting |
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“Class B ordinary shares” |
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Class B ordinary shares in the share capital of the Company with a par value of US$0.0001 each, conferring weighted voting rights in the Company such that a holder of a Class B ordinary share is entitled to ten votes per share on any resolution tabled at the Company’s general meeting |
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“close associate(s)” |
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has
the meaning ascribed to it under the Listing Rules “Companies Act” the Companies Act, Cap. 22 (Act 3 of 1961, as consolidated
and revised) of the Cayman Islands |
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“Company” |
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Baozun
Inc., an exempted company incorporated in the Cayman Islands with limited liability on December 17, 2013 and, where the context requires,
its consolidated subsidiaries and its affiliated consolidated entities, including its variable interest entity and its subsidiaries,
from time to time |
DEFINITIONS
“Compensation Committee” |
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the compensation committee of the Board |
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“connected person(s)” |
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has the meaning ascribed to it under the Listing Rules |
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“controlling shareholder(s)” |
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has the meaning ascribed to it under the Listing Rules |
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“core connected person(s)” |
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has the meaning ascribed to it under the Listing Rules |
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“Director(s)” |
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the director(s) of the Company |
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“Group” |
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the Company and its subsidiaries from time to time |
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“Hong Kong” |
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the Hong Kong Special Administrative Region of the People’s Republic of China |
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“Hong Kong Stock Exchange” or “Stock Exchange” |
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The Stock Exchange of Hong Kong Limited |
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“Issue Mandate” |
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the
general mandate to the Board to exercise the power of the Company to allot, issue and deal with new Class A ordinary shares and/or ADSs,
and/or to resell treasury shares of the Company (if permitted under the Listing Rules) not exceeding 20% of the total number of the issued
Shares (excluding treasury shares) as of the date of passing the ordinary resolution approving such mandate |
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“Latest Practicable Date” |
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May 7, 2024, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein |
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“Listing Rules” |
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the
Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended, supplemented or otherwise modified from
time to time |
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“Nominating and Corporate Governance Committee” |
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the nominating and corporate governance committee of the Company |
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“PRC” |
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the People’s Republic of China |
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“RMB” |
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Renminbi, the lawful currency of the PRC |
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“RSU(s)” |
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the restricted share units |
DEFINITIONS
“SFO” |
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the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) |
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“Share(s)” |
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the Class A ordinary shares and Class B ordinary shares in the share capital of the Company, as the context so requires |
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“Share Buy-back Mandate” |
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the
general mandate to the Board to exercise the power of the Company to buy back Class A ordinary shares and/or ADSs not exceeding 10% of
the total number of the issued Shares (excluding treasury shares) as of the date of passing the ordinary resolution approving such mandate |
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“Shareholder(s)” |
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holder(s) of the Share(s) |
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“substantial shareholder(s)” |
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has the meaning ascribed to it under the Listing Rules |
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“Takeovers Code” |
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The Codes on Takeovers and Mergers and Share Buy- backs |
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“treasury shares” |
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has the meaning ascribed to it under the Listing Rules (as applicable) |
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“WVR Beneficiary(ies)” |
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has the meaning ascribed to it under the Listing Rules and unless the context otherwise requires, refers to Mr. Vincent Wenbin Qiu and Mr. Junhua Wu, being the beneficial owners of the Class B ordinary shares, entitling each to weighted voting rights |
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“%” |
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per cent |
LETTER FROM THE BOARD
Baozun Inc.
寶尊電商有限公司
*
(A company controlled through
weighted voting rights and incorporated in the Cayman Islands with limited liability)
(Stock Code: 9991)
Directors:
Mr. Vincent Wenbin Qiu (Chairman)
Mr. Junhua Wu
Mr. Satoshi Okada
Ms. Yang Liu
Independent Directors:
Mr. Yiu Pong Chan
Mr. Steve Hsien-Chieng Hsia
Mr. Benjamin Changqing Ye |
Registered Office:
Vistra (Cayman) Limited
P.O. Box 31119 Grand Pavilion
Hibiscus Way
802 West Bay Road
Grand Cayman, KY1-1205
Cayman Islands
Principal Place of Business in Hong Kong:
5/F, Manulife Place
348 Kwun Tong Road
Kowloon
Hong Kong |
May 10, 2024
To the Shareholders
Dear Sir or Madam,
(1)
PROPOSALS FOR
GENERAL
MANDATES TO ISSUE SHARES
AND TO BUY BACK SHARES;
(2)
RE-ELECTION OF DIRECTORS; AND
(3) NOTICE OF ANNUAL GENERAL MEETING
The purpose
of this circular is to provide you with information regarding resolutions to be proposed at the Annual General Meeting.
At the Annual
General Meeting, ordinary resolutions will be proposed, among others, for the Shareholders to approve (i) the grant of the Issue
Mandate and the Share Buy-back Mandate; (ii) the extension of the Issue Mandate to include Shares bought back pursuant to the Share
Buy-back Mandate; and (iii) the re-election of Directors.
LETTER FROM THE BOARD
SHARE BUY-BACK MANDATE
An ordinary
resolution will be proposed at the Annual General Meeting for the Shareholders to consider and, if thought fit, grant the Share Buy-back
Mandate. The Shares which may be bought back pursuant to the Share Buy-back Mandate not exceeding 10% of the total number of Shares in
issue (excluding treasury shares) at the date of passing the resolution approving the Share Buy-back Mandate.
As of the
Latest Practicable Date, the total number of Shares in issue was 184,089,962 Shares (with 2,533,803 Class A ordinary shares represented
by 844,601 ADSs being bought back but pending cancellation as at the Latest Practicable Date) and the Company did not have any treasury
shares. Subject to the passing of the proposed ordinary resolution approving the granting of the Share Buy-back Mandate and assuming no
further Shares are issued or bought back prior to the Annual General Meeting, the maximum number of Shares which may be bought back pursuant
to the Share Buy-back Mandate will be 18,155,615 Shares (or 6,051,871 ADSs), representing 10% of the Company’s total issued share
capital (excluding the above-mentioned 2,533,803 Class A ordinary shares represented by 844,601 ADSs being bought back but pending
cancellation) as of the Latest Practicable Date. An explanatory statement as required under the Listing Rules giving certain information
regarding the Share Buy-back Mandate is set out in Appendix I to this circular.
The Share
Buy-back Mandate will expire upon whichever occurs first: (i) the conclusion of the first annual general meeting of the Company following
the passing of the ordinary resolution approving the grant of Share Buy-back Mandate at which time it shall lapse unless, by ordinary
resolution passed at that meeting, the mandate is renewed, either unconditionally or subject to conditions; (ii) the expiration of
the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws
to be held; and (iii) the authority given under the ordinary resolution approving the Share Buy-back Mandate is revoked or varied
by an ordinary resolution of the Shareholders in general meeting of the Company.
ISSUE MANDATE
An ordinary
resolution will be proposed at the Annual General Meeting for the Shareholders to consider and, if thought fit, grant the Issue Mandate.
The additional Shares or rights to subscribe for, or to convert securities into, additional Shares which may be allotted and issued together
with the treasury shares of the Company which may be resold (if permitted under the Listing Rules) pursuant to the Issue Mandate shall
not exceed 20% of the total number of Shares in issue (excluding treasury shares) on the date of passing the resolution approving the
Issue Mandate. As of the Latest Practicable Date, the Company had 184,089,962 Shares in issue (with 2,533,803 Class A ordinary shares
represented by 844,601 ADSs being bought back but pending cancellation as at the Latest Practicable Date) and the Company did not have
any treasury shares. Subject to the passing of the proposed ordinary resolution approving the granting of the Issue Mandate and assuming
no further Shares are issued or bought back prior to the Annual General Meeting, the Company would be allowed under the Issue Mandate
to allot, issue and deal with new Class A ordinary shares and/or ADSs, and/or to resell treasury shares of the Company (if permitted
under the Listing Rules), involving a maximum of 36,311,231 Class A ordinary shares (or 12,103,743 ADSs), representing 20% of the
Company’s total issued share capital (excluding the above-mentioned 2,533,803 Class A ordinary shares represented by 844,601
ADSs being bought back but pending cancellation) as of the Latest Practicable Date.
LETTER FROM THE BOARD
The Issue
Mandate will expire upon whichever occurs first: (i) the conclusion of the first annual general meeting of the Company following
the passing of the ordinary resolution approving the grant of Issue Mandate at which time it shall lapse unless, by ordinary resolution
passed at that meeting, the mandate is renewed, either unconditionally or subject to conditions; (ii) the expiration of the period
within which the next annual general meeting of the Company is required by the Articles of Association or by any applicable laws to be
held; and (iii) the authority given under the ordinary resolution approving the Issue Mandate is revoked or varied by an ordinary
resolution of the Shareholders in general meeting of the Company.
Subject to
the passing of the aforesaid ordinary resolutions of the Share Buy-back Mandate and Issue Mandate, a separate ordinary resolution will
be proposed at the Annual General Meeting for the Shareholders to consider and, if thought fit, approve the extension of the Issue Mandate
by adding the number of Class A ordinary shares or ADSs bought back under the Share Buy-back Mandate, if granted, to the aggregate
number of Shares which may be allotted or agreed conditionally or unconditionally to be allotted and treasury shares of the Company which
may be resold by the Directors pursuant to the Issue Mandate.
RE-ELECTION OF DIRECTORS
Mr. Vincent
Wenbin Qiu and Mr. Junhua Wu will retire from office by rotation and being eligible, offer themselves for re-election at the Annual
General Meeting.
Details of
the Directors who are proposed to be re-elected at the Annual General Meeting are set out in Appendix II to this circular.
Procedure and Process for Nomination
of Directors
The Board
has delegated the responsibility of Director nomination to the Nominating and Corporate Governance Committee. According to the Nominating
and Corporate Governance Committee Charter, the Nominating and Corporate Governance Committee shall identify individuals qualified to
become members of the Board and ensure that the Board has the requisite expertise and that its membership consists of persons with sufficiently
diverse and independent backgrounds. The Committee may from time to time recommend to the Board the nominees for election to the Board.
LETTER FROM THE BOARD
With an aim
to ensure the Board achieves a balance among skills, experience, knowledge and diverse perspectives, which meets the Company’s business
requirements, the Nominating and Corporate Governance Committee will take into account the following criteria with due consideration for
the assessment, selection and recommendation to the Board of the proposed Director. The criteria include but not limited to:
| • | Reputation for integrity |
| • | Accomplishment and experience in respect of e-commerce industry and other relevant industries |
| • | Commitment in respect of available time and relevant interest |
| • | Diversity in all its aspects, including but not limited to gender, age, cultural and educational background,
ethnicity, professional experience, skills, knowledge and length of service |
| • | Compliance with the independence requirements of the Listing Rules, the NASDAQ, U.S. securities laws and
any other applicable laws or regulations (subject to any available exception) for the appointment or reappointment of independent directors |
The Nominating
and Corporate Governance Committee will take into account the following criteria with due consideration to assess and recommend to the
Board of one or more retiring Directors subject to re-appointment. The criteria include but not limited to:
| • | The overall contribution and service of the retiring Director(s) to the Company, including but not
limited to the level of participation and performance of the retiring Director(s) as a member of the Board and/or the committees;
and |
| • | Whether the retiring Director(s) continue to meet the criteria set out above. |
In addition
to these criteria, the Nominating and Corporate Governance Committee will take into account factors set out in Rules 3.10(2) and
3.13 of the Listing Rules and other factors determined by the Nominating and Corporate Governance Committee with due consideration
to assess and recommend one or more candidates to serve as an independent Director.
LETTER FROM THE BOARD
The Nominating
and Corporate Governance Committee will make recommendations to the Board for the appointment of Directors in accordance with the following
procedures and processes:
| (a) | The Nominating and Corporate Governance Committee will, after giving due consideration to the current composition and size of the
Board, invite nominations of candidates from members of the Board for consideration by the Nominating and Corporate Governance Committee
when necessary. The Nominating and Corporate Governance Committee may also propose candidates who are not nominated by members of the
Board; |
| (b) | The Nominating and Corporate Governance Committee shall conduct adequate due diligence on the proposing candidate when evaluating
the suitability of the candidates; |
| (c) | Upon considering the suitability of a candidate for the directorship, the Nominating and Corporate Governance Committee will hold
a meeting and/or by way of a written resolution, if thought fit, to approve the recommendations to the Board for appointment; |
| (d) | The Nominating and Corporate Governance Committee will then make recommendations to the Board in respect of the proposed appointment.
The Compensation Committee will then make recommendations on the remuneration package of the proposed Director to the Board; and |
| (e) | The Board may arrange for the selected candidates to be interviewed by the members of the Board who are not members of the Nominating
and Corporate Governance Committee, and the Board will thereafter deliberate and decide the appointment (as the case may be). |
Recommendation of the Nominating and Corporate Governance
Committee
The Nominating
and Corporate Governance Committee having reviewed the Board’s composition, nominated Mr. Vincent Wenbin Qiu and Mr. Junhua
Wu to the Board for it to recommend to the Shareholders for re-election at the Annual General Meeting. The nominations were made in accordance
with the procedures set out above and the diversity aspects (including without limitation, gender, age, cultural and educational background,
ethnicity, professional experience, skills, knowledge and length of service), and took into account the merits of the candidates as set
out in Appendix I of this circular. The Nominating and Corporate Governance Committee is of the view that each of the Directors proposed
to be re-elected will provide valuable contributions and objective and balanced views to the Board in relation to the Company’s
affairs and, having considered the depth and breadth of professional experience, skills and knowledge of each of them, is satisfied that
each of them will continue to contribute to the diversity of the Board.
LETTER FROM THE BOARD
Accordingly,
the Nominating and Corporate Governance Committee has nominated, and the Board has recommended, all the above retiring Directors, namely
Mr. Vincent Wenbin Qiu and Mr. Junhua Wu, to stand for re-election as Directors at the Annual General Meeting.
GENERAL
The Annual
General Meeting will be held at Unit 1701-1707 & 1716, 17/F., BEA Tower Millennium City 5, 418 Kwun Tong Road, Kwun Tong, Hong
Kong on Wednesday, June 12, 2024 at 2:00 p.m.. Notice of the Annual General Meeting is set out on pages 19 to 23 of this circular.
A
proxy form for use at the Annual General Meeting is enclosed. You can review and download this circular and the proxy form at the “Investor
Relations – Shareholder Meeting” section of the Company’s website at http://ir.baozun.com, the website of the
U.S. Securities and Exchange Commission at www.sec.gov and the website of the Stock Exchange at www.hkexnews.hk. Whether or not you are
able to attend the Annual General Meeting in person, you are requested to complete the proxy form in accordance with the instructions
printed thereon and return it to the Company’s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited at 17M
Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, as soon as possible and in any event not less than 48 hours
before the time for holding the Annual General Meeting or any adjournment thereof (as the case may be). Completion and delivery of the
proxy form will not preclude you from attending and voting in person at the Annual General Meeting or at any adjournment thereof if you
so wish.
| 2. | Record date, share ownership and quorum |
Only holders
of the Shares of record as of the close of business on the Ordinary Shares Record Date, being Monday, May 13, 2024, Hong Kong Time
are entitled to attend and vote at the Annual General Meeting. The register of members of the Company was closed from Friday, May 10,
2024 to Monday, May 13, 2024 (both days inclusive), in order to determine the eligibility of the Shareholders to attend and vote
at the Annual General Meeting.
Holders of
ADSs issued by JPMorgan Chase Bank, N.A., as depositary of the ADSs, each representing three Class A ordinary shares do not have
direct right to attend or vote at the Annual General Meeting under the Company’s currently effective Memorandum and Articles of
Association. Holders of ADSs as of the close of business on the ADS Record Date, being Monday, May 13, 2024, New York Time will be
able to instruct JPMorgan Chase Bank, N.A., the holder of record of Class A ordinary shares represented by ADSs, as to how to vote
the Class A ordinary shares represented by such ADSs. JPMorgan Chase Bank, N.A., as depositary of the ADSs, will endeavor, to the
extent practicable and legally permissible, to vote or cause to be voted at the Annual General Meeting the Class A ordinary shares
it holds in respect of the ADSs in accordance with the instructions which it has properly received from ADS holders.
LETTER FROM THE BOARD
One or more Shareholders holding Shares which represent, in
aggregate, not less than one-tenth (1/10) of the votes attaching to all issued and outstanding Shares and entitled to vote, present in
person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative, shall be a quorum for all
purposes.
| 3. | Voting and solicitation |
Each Class A
ordinary share issued and outstanding as of the close of business on the Ordinary Shares Record Date is entitled to one vote at the Annual
General Meeting. Each Class B ordinary share issued and outstanding as of the close of business on the Ordinary Shares Record Date
is entitled to ten votes at the Annual General Meeting. A resolution put to the vote at the Annual General Meeting will be decided on
by a show of hands unless (before or on the declaration of the result of the show of hands) a poll is demanded by (i) the chairman
of the Annual General Meeting, or (ii) any Shareholder present in person or by proxy (or in the case of a Shareholder being a corporation
or other non-natural person, by its duly authorized representative) with a right to attend and vote at the meeting. A Shareholder who
has a material interest in a transaction or arrangement to be approved by a particular resolution relating to such transaction or arrangement
will be required to abstain from voting on such resolution. For the avoidance of doubt, holders of treasury shares of the Company (if
any) shall abstain from voting on matters that require Shareholders’ approval at the Company’s general meetings. The results
of the poll will be published on the Company’s website (www.baozun.com) and the website of the Stock Exchange (www.hkexnews.hk)
pursuant to Rule 13.39(5) of the Listing Rules.
| 4. | Voting by holders of Shares |
When proxy
forms are properly dated, executed and returned by holders of Shares to the mailing address set forth in the proxy form by no later than
2:00 p.m. on Monday, June 10, 2024, Hong Kong Time (the deadline for the return of such proxy forms), the Shares represented
by all properly executed proxies returned to the Company will be voted at the Annual General Meeting as indicated or, if no instruction
is given, the holder of the proxy will vote the Shares in his discretion, unless a reference to the holder of the proxy having such discretion
has been deleted and initialed on the proxy form. Where the chairman of the Annual General Meeting acts as proxy and is entitled to exercise
his discretion, he is likely to vote the Shares for the resolutions. As to any other business that may properly come before the Annual
General Meeting, all properly executed proxies will be voted by the persons named therein in accordance with their discretion. Where any
holder of Shares abstains from voting on any particular resolution, the votes attaching to such Shares will not be included or counted
in the determination of the number of Shares present and voting for the purposes of determining whether such resolution has been passed
(but they will be counted for the purposes of determining the quorum, as described above).
LETTER FROM THE BOARD
| 5. | Voting by holders of ADSs |
As the holder
of record for all the Class A ordinary shares represented by the ADSs, only JPMorgan Chase Bank, N.A., in its capacity as depositary
of the ADSs, may attend and vote those Class A ordinary shares at the Annual General Meeting.
We have requested
JPMorgan Chase Bank, N.A., as depositary of the ADSs, to distribute to all owners of record of ADSs as of the ADS Record Date, the notice
of the Annual General Meeting, the proxy statement and an ADS Voting Card. Upon the timely receipt from any holders of record of ADSs
of voting instructions in the manner specified, JPMorgan Chase Bank, N.A. will endeavor, to the extent practicable and legally permissible,
to vote or cause to be voted the number of Class A ordinary shares represented by the ADSs in accordance with such voting instructions.
Under the terms of the deposit agreement for the ADSs, JPMorgan Chase Bank, N.A. will not vote or attempt to exercise the right to vote
other than in accordance with such voting instructions.
There is
no guarantee that a holder of ADSs will receive the materials described above with sufficient time to enable such holder to return voting
instructions to JPMorgan Chase Bank, N.A. in a timely manner, in which case the Class A ordinary shares underlying your ADSs may
not be voted in accordance with your wishes.
JPMorgan
Chase Bank, N.A. must receive your ADS Voting Card by no later than 9:00 a.m. on Tuesday, June 4, 2024, New York Time to enable
the votes attaching to the Shares represented by your ADSs to be cast at the Annual General Meeting.
| 6. | Revocability of proxies and ADS Voting Cards |
Any proxy
given by a holder of Shares by means of a proxy form, and any voting instructions given by an ADS holder by means of an ADS Voting Card,
pursuant to this solicitation may be revoked: (a) for holders of Shares or ADSs, by submitting a written notice of revocation or
a fresh proxy form or fresh ADS Voting Card, as the case may be, bearing a later date, which must be received by the deadlines for returning
the proxy forms or ADS Voting Cards set forth above, or (b) for holders of Shares only, by attending the Annual General Meeting and
voting in person at the Annual General Meeting.
TYPHOON AND RAINSTORM ARRANGEMENTS
In case Typhoon
Signal No. 8 or above is hoisted, or a Black Rainstorm Warning Signal or “extreme conditions caused by a super typhoon”
announced by the Government of Hong Kong is/are in force in Hong Kong, at or at any time after 12:00 n.n. on the date of the meeting,
the meeting will be adjourned. The Company will post an announcement on the Company’s website (www.baozun.com) and the website of
the Stock Exchange (www.hkexnews.hk) to notify Shareholders of the date, time and place of the adjourned meeting.
LETTER FROM THE BOARD
The meeting
will be held as scheduled when an Amber or Red Rainstorm Warning Signal is in force in Hong Kong. Shareholders should decide on their
own whether they would attend the meeting under bad weather conditions bearing in mind their own situation.
RESPONSIBILITY STATEMENT
This circular,
for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing
Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm
that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects
and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular
misleading.
RECOMMENDATIONS
The Board
considers that (i) the grant of the Issue Mandate and the Share Buy-back Mandate; (ii) the extension of the Issue Mandate to
include Shares bought back pursuant to the Share Buy-back Mandate; and (iii) the re-election of Directors are in the best interests
of the Company and the Shareholders as a whole and recommends the Shareholders to vote in favour of the proposed resolutions.
|
By order of the Board |
|
Baozun Inc. |
|
Mr. Vincent Wenbin Qiu |
|
Chairman |
APPENDIX I | | EXPLANATORY STATEMENT
FOR
THE SHARE BUY-BACK MANDATE |
This explanatory
statement provides information required under the Listing Rules to be given to Shareholders in connection with the proposed Share
Buy-back Mandate to be granted to the Directors. The Directors confirm that neither this explanatory statement nor the proposed share
buy-backs pursuant to the Share Buy-back Mandate has any unusual features.
As of the
Latest Practicable Date, the Company had 184,089,962 Shares in issue (with 2,533,803 Class A ordinary shares represented by 844,601
ADSs being bought back but pending cancellation as at the Latest Practicable Date) and the Company did not have any treasury shares. Subject
to the passing of the ordinary resolution for the approval of the Share Buy-back Mandate, for illustrative purposes only and assuming
no further Shares are issued or bought back between the Latest Practicable Date and the date of the Annual General Meeting, the Company
would be allowed under the Share Buy-back Mandate to buy back a maximum of 18,155,615 Class A ordinary shares (or 6,051,871 ADSs),
representing 10% of the Company’s total issued share capital (excluding the above-mentioned 2,533,803 Class A ordinary shares
represented by 844,601 ADSs being bought back but pending cancellation) as of the Latest Practicable Date.
| 2. | REASONS FOR SHARE BUY-BACK |
The Directors
believe that it is in the best interests of the Company and Shareholders to have a general authority from Shareholders to enable the Company
to purchase Class A ordinary shares and/or ADSs in the market. When exercising the Share Buy-back Mandate, the Directors may, subject
to market conditions and the Company’s capital management needs at the relevant time of the buy-backs, resolve to cancel the Class A
ordinary shares and/or ADSs bought back following settlement of any such buy-back or hold them as treasury shares. Class A ordinary
shares and/or ADSs bought back for cancelling may, depending on market conditions and funding arrangements at the time, lead to an enhancement
of the net asset value per Class A ordinary share and/or ADS and/or its earnings per Class A ordinary share and/or ADS. On the
other hand, Class A ordinary shares and/or ADSs bought back and held by the Company as treasury shares may be resold on the market
at market prices to raise funds for the Company, or transferred or used for other purposes, subject to compliance with the Listing Rules,
the Memorandum and Articles of Association, and the laws of the Cayman Islands.
The Directors
have no present intention to cause the Company to buy back any Class A ordinary shares and/or ADSs and they would exercise the power
to buy back only in circumstances where they consider that the buy-back would be in the best interests of the Company and Shareholders.
APPENDIX I | | EXPLANATORY STATEMENT
FOR
THE SHARE BUY-BACK MANDATE |
| 3. | FUNDING OF SHARE BUY-BACK |
In making
the buy-backs, the Company may only apply funds legally available for such purposes in accordance with the Memorandum and Articles of
Association, the Listing Rules, and applicable laws and regulations in the Cayman Islands, Hong Kong and elsewhere (as the case may be).
| 4. | IMPACT OF SHARE BUY-BACK |
The Directors
consider that the exercise of the Share Buy-back Mandate in full will not have a material adverse impact on the working capital or gearing
position of the Company (as compared with the position disclosed in its latest published audited accounts as of December 31, 2023).
The Directors
do not intend to exercise the Share Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on
the working capital or the gearing position which in the opinion of the Directors is from time to time appropriate for the Company.
The highest
and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous 12 months preceding the Latest Practicable
Date were as follows:
| |
Share Prices (per Share) | |
| |
| Highest | | |
| Lowest | |
| |
| HK$ | | |
| HK$ | |
2023 | |
| | | |
| | |
May | |
| 12.16 | | |
| 10.00 | |
June | |
| 12.36 | | |
| 9.98 | |
July | |
| 13.20 | | |
| 9.95 | |
August | |
| 13.32 | | |
| 9.43 | |
September | |
| 10.58 | | |
| 7.66 | |
October | |
| 8.29 | | |
| 6.83 | |
November | |
| 8.50 | | |
| 6.88 | |
December | |
| 7.87 | | |
| 6.71 | |
| |
| | | |
| | |
2024 | |
| | | |
| | |
January | |
| 7.25 | | |
| 4.96 | |
February | |
| 6.81 | | |
| 5.11 | |
March | |
| 7.50 | | |
| 5.61 | |
April | |
| 7.15 | | |
| 5.56 | |
May (up to the Latest Practicable Date) | |
| 7.20 | | |
| 6.79 | |
APPENDIX I | | EXPLANATORY STATEMENT
FOR
THE SHARE BUY-BACK MANDATE |
The Directors
will, so far as the same may be applicable, exercise the power of the Company to make buy-backs pursuant to the Share Buy-back Mandate
and in accordance with the Listing Rules and the laws of the Cayman Islands.
None of the
Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates have any present intention
to sell their Shares to the Company in the event that the Share Buy-back Mandate is approved by the Shareholders.
No core connected
persons of the Company have notified the Company that he/she/it has a present intention to sell his/her/its Shares to the Company nor
has undertaken not to do so, in the event that the Share Buy-back Mandate is granted by the Shareholders.
If, on the
exercise of the power to buy back Class A ordinary shares and/or ADSs pursuant to the Share Buy-back Mandate, a Shareholder’s
proportionate interest in the Company’s voting right increases, this increase will be treated as an acquisition of voting rights
for the purposes of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (as defined in the Takeovers
Code) could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26
of the Takeovers Code.
Pursuant
to Rule 8A.15 of the Listing Rules, in the event that the Directors exercise the Share Buy-back Mandate, the WVR Beneficiaries (namely,
Mr. Vincent Wenbin Qiu and Mr. Junhua Wu) must reduce their weighted voting rights in the Company proportionately (for example
through conversion of a proportion of their shareholding in Class B ordinary shares into Class A ordinary shares) if the reduction
in the number of Shares in issue (after deducting treasury shares) would otherwise result in an increase in the proportion of Class B
ordinary shares. As of the Latest Practicable Date, to the best knowledge and belief of the Directors, Mr. Vincent Wenbin Qiu, through
a company wholly-owned by him, owned 10 Class A ordinary shares and 9,410,369 Class B ordinary shares and beneficially owned
3,281,866 Class A ordinary shares; and Mr. Junhua Wu through a company wholly-owned by him, owned 2,503,707 Class A ordinary
shares and 3,890,369 Class B ordinary shares, and beneficially owned 46,752 Class A ordinary shares. The WVR Beneficiaries together
held a total of 5,832,335 Class A ordinary shares and 13,300,738 Class B ordinary shares, representing approximately 46.09%
voting rights in the Company with respect to Shareholders’ resolutions. As such, to the best knowledge and belief of the Directors,
the exercise of the Share Buy-back Mandate is not expected to give rise to an obligation of Mr. Vincent Wenbin Qiu and Mr. Junhua
Wu to make a mandatory offer under the Takeovers Code.
APPENDIX I | | EXPLANATORY STATEMENT
FOR
THE SHARE BUY-BACK MANDATE |
Nevertheless,
the Directors have no present intention to exercise the Share Buy-back Mandate to such extent as would result in any Shareholders being
required to make a mandatory offer under the Takeovers Code.
The Listing
Rules prohibit a company from conducting a share buy-back on the Stock Exchange if the result of the share buy-back would be that
less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued share capital (excluding
treasury shares) would be in public hands. The Directors do not propose to buy back Shares which would result in less than the prescribed
minimum percentage of Shares in public hands.
| 8. | SHARE BUY-BACK MADE BY THE COMPANY |
During the
six months prior to the Latest Practicable Date, the Company bought back from the market a total of 844,601 ADSs listed on Nasdaq Global
Select Market in the United States as follows:
Date of buy-back | |
No. of ADSs bought back | | |
Highest price per ADS | | |
Lowest price per ADS | |
| |
| | |
US$ | | |
US$ | |
April 3, 2024 | |
| 50,000 | | |
| 2.35 | | |
| 2.24 | |
April 4, 2024 | |
| 50,000 | | |
| 2.39 | | |
| 2.33 | |
April 5, 2024 | |
| 50,000 | | |
| 2.35 | | |
| 2.29 | |
April 8, 2024 | |
| 47,301 | | |
| 2.40 | | |
| 2.335 | |
April 9, 2024 | |
| 52,699 | | |
| 2.49 | | |
| 2.35 | |
April 10, 2024 | |
| 50,000 | | |
| 2.55 | | |
| 2.46 | |
April 11, 2024 | |
| 50,000 | | |
| 2.61 | | |
| 2.51 | |
April 12, 2024 | |
| 50,000 | | |
| 2.52 | | |
| 2.385 | |
April 15, 2024 | |
| 50,000 | | |
| 2.47 | | |
| 2.37 | |
April 16, 2024 | |
| 50,000 | | |
| 2.42 | | |
| 2.34 | |
April 17, 2024 | |
| 50,000 | | |
| 2.41 | | |
| 2.35 | |
April 18, 2024 | |
| 44,601 | | |
| 2.52 | | |
| 2.39 | |
April 22, 2024 | |
| 50,000 | | |
| 2.45 | | |
| 2.29 | |
April 23, 2024 | |
| 50,000 | | |
| 2.58 | | |
| 2.43 | |
April 24, 2024 | |
| 50,000 | | |
| 2.68 | | |
| 2.57 | |
April 25, 2024 | |
| 50,000 | | |
| 2.67 | | |
| 2.55 | |
April 26, 2024 | |
| 50,000 | | |
| 2.83 | | |
| 2.72 | |
Save as disclosed
above, during the six months prior to the Latest Practicable Date, the Company had not bought back any Shares or ADSs (whether on the
Stock Exchange, Nasdaq Global Select Market or otherwise).
APPENDIX II | | DETAILS
OF DIRECTORS PROPOSED TO BE RE-ELECTED |
The biographical
details of the Directors proposed to be re-elected at the Annual General Meeting are set out as follows:
Mr. Vincent
Wenbin Qiu, aged 56, is our founder. Since the founding of our business in 2007, Mr. Qiu has served as chairman of our
board of directors and our chief executive officer. Mr. Qiu also has served as a director of several companies in which we have invested.
Prior to founding our company, Mr. Qiu participated the founding of Erry Network Technology (Shanghai) Co., Ltd., or Shanghai
Erry, in 2000, a company specialized in providing supply chain management solutions and services to consumer brands in China, and served
as Shanghai Erry’s chief executive officer from March 2000 to January 2007. From 1993 to 2000, Mr. Qiu worked as
a technical and solution architect and held technical management positions in various multinational companies, including NCR (Shanghai)
Technology Services Ltd., China Hewlet-Packard Co., Ltd. (HP China) and Sun Microsystems (China) Limited. Mr. Qiu obtained his
bachelor’s degree in electronic engineering from Tsinghua University in July 1992 in Beijing, the PRC.
Mr. Qiu
has entered into a director agreement with the Company for a term of three years, renewable upon expiry of the term, which may be terminated
by prior notice in writing served by either party on the other. Mr. Qiu shall be subject to retirement by rotation at least once
every three years. Mr. Qiu is not entitled to any directors’ fee but may receive discretionary bonus or other form of remuneration
as determined by the Board with reference to his performance and the remuneration policy of the Company.
As of the
Latest Practicable Date, Mr. Qiu was interested in 3,281,876 Class A ordinary shares and 9,410,369 Class B ordinary shares.
In addition, Mr. Qiu was interested in 1,147,500 RSUs, representing equal number of Class A ordinary share granted under the
share incentive plan of the Company which were unvested as of the Latest Practicable Date.
Save as
disclosed above, as of the Latest Practicable Date, Mr. Qiu (i) did not hold other positions in the Company; (ii) had
not held other directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas
in the last three years; (iii) did not have any relationships with any Directors, senior management or substantial or controlling
shareholders (as defined in the Listing Rules) of the Company; and (iv) did not have any interests in the Shares within the meaning
of Part XV of the SFO.
Save as disclosed
above, as of the Latest Practicable Date, there was no other information relating to Mr. Qiu that is required to be disclosed pursuant
to Rules 13.51(2)(h) to (v) of the Listing Rules or any other matters concerning Mr. Qiu that need to be brought
to the attention of the Shareholders.
APPENDIX
II | | DETAILS
OF DIRECTORS PROPOSED TO BE RE-ELECTED |
Mr. Junhua
Wu, aged 45, is one of our co-founders and has served as our chief operating officer from the founding of our business in 2007
to December 2017, as our chief growth officer from December 2017 to December 2022, and as our director since 2012. From
September 2001 to April 2007, Mr. Wu served as director of the professional service department at Shanghai Erry. From April 2000
to September 2001, he worked as senior IT manager in Goodbaby International Group, an international durable juvenile products company
headquartered in China.
Mr. Wu
has entered into a director agreement with the Company for a term of three years, renewable upon expiry of the term, which may be terminated
by prior notice in writing served by either party on the other. Mr. Wu shall be subject to retirement by rotation at least once every
three years. Mr. Wu is not entitled to any directors’ fee but may receive discretionary bonus or other form of remuneration
as determined by the Board with reference to his performance and the remuneration policy of the Company.
As of the
Latest Practicable Date, Mr. Wu was interested in 2,550,459 Class A ordinary shares and 3,890,369 Class B ordinary shares.
In addition, Mr. Wu was interested in 261,000 RSUs, representing equal number of Class A ordinary share granted under the share
incentive plan of the Company which were unvested as of the Latest Practicable Date.
Save as
disclosed above, as of the Latest Practicable Date, Mr. Wu (i) did not hold other positions in the Company; (ii) had not
held other directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas
in the last three years; (iii) did not have any relationships with any Directors, senior management or substantial or controlling
shareholders (as defined in the Listing Rules) of the Company; and (iv) did not have any interests in the Shares within the meaning
of Part XV of the SFO.
Save as disclosed
above, as of the Latest Practicable Date, there was no other information relating to Mr. Wu that is required to be disclosed pursuant
to Rules 13.51(2)(h) to (v) of the Listing Rules or any other matters concerning Mr. Wu that need to be brought
to the attention of the Shareholders.
NOTICE
OF ANNUAL GENERAL MEETING |
Baozun Inc.
寶尊電商有限公司
*
(A company controlled through
weighted voting rights and incorporated in the Cayman Islands with limited liability)
(Stock Code: 9991)
NOTICE
IS HEREBY GIVEN THAT the annual general meeting (the “Annual General Meeting”) of Baozun Inc. (the “Company”)
will be convened and held at Unit 1701-1707 & 1716, 17/F., BEA Tower Millennium City 5, 418 Kwun Tong Road, Kwun Tong, Hong Kong
on Wednesday, June 12, 2024 at 2:00 p.m., for the following purposes:
ORDINARY RESOLUTIONS
| 1. | To receive, consider and adopt the audited consolidated financial statements for the year ended December 31, 2023 together with
the report of the directors of the Company (the “Directors”) and the independent auditor’s report. |
| 2. | (a) To re-elect the following retiring Directors:– |
| (i) | Mr. Vincent Wenbin Qiu as Director. |
| (ii) | Mr. Junhua Wu as Director. |
| (b) | To authorize the board of Directors
(the “Board”) to fix the Directors’ fees. |
| 3. | To re-appoint Deloitte Touche Tohmatsu as auditor of the Company and authorize the Board to fix its remuneration. |
| (a) | subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined
in this resolution) of all the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company
and/or to resell treasury shares of the Company (if permitted under the Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited (the “Listing Rules”) as amended from time to time), and to make, issue or grant offers, agreements
or options (including but not limited to warrants, bonds and debentures convertible into Class A ordinary shares or American depositary
shares (“ADSs”)) which might require the exercise of such power be and is hereby generally and unconditionally approved; |
NOTICE
OF ANNUAL GENERAL MEETING |
| (b) | the approval in paragraph (a) of this resolution shall be in addition to any other authorization given to the Directors during
the Relevant Period (as hereinafter defined) and shall authorize the Directors to make or grant offers, agreements and options (including
warrants, bonds and debentures convertible into Class A ordinary shares or ADSs) which would or might require the shares in the capital
of the Company to be issued or allotted either during or after the end of the Relevant Period (as hereinafter defined); |
| (c) | the total number of Class A ordinary shares or ADSs allotted or agreed conditionally or unconditionally to be allotted or issued
(whether pursuant to an option or otherwise) together with the treasury shares of the Company resold by the Directors pursuant to the
approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) an issue
of Class A ordinary shares or ADSs upon the vesting of RSUs or exercise of options which may be granted under any share incentive
plan or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of
its subsidiaries or any other person of shares or rights to acquire Class A ordinary shares or ADSs; or (iii) any scrip dividend
schemes or similar arrangements providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares of
the Company in accordance with the articles of association of the Company, shall not exceed 20% of the total number of shares of the Company
in issue (excluding treasury shares) as of the date of the passing of this resolution and the said approval shall be limited accordingly;
and |
| (d) | for the purposes of this resolution: |
“Relevant Period” means
the period from the date of the passing of this resolution until whichever occurs first:
| (i) | the conclusion of the first annual general meeting of the Company following the passing of this ordinary resolution at which time
it shall lapse unless, by ordinary resolution passed at that meeting, the mandate is renewed, either unconditionally or subject to conditions; |
| (ii) | the expiration of the period within which the next annual general meeting of the Company is required by the articles of association
of the Company, or any applicable laws of the Cayman Islands to be held; or |
| (iii) | the authority set out in this resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting. |
NOTICE
OF ANNUAL GENERAL MEETING |
“Rights Issue”
means an offer of shares of the Company or issue of option, warrants or other securities of the Company giving the right to subscribe
for shares of the Company, open for a period fixed by the Directors to holders of shares whose names appear on the register of members
of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in
proportion to their then holdings of such shares (or, where appropriate, such other securities) (subject in all cases to such exclusions
or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any
restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory
applicable to the Company).”
| (a) | subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined)
of all powers of the Company to buy back its own Class A ordinary shares or ADSs, subject to and in accordance with all applicable
laws and/or the requirements of the Listing Rules as amended from time to time, be and is hereby generally and unconditionally approved; |
| (b) | the approval in paragraph (a) shall be in addition to any other authorization given to the Directors and shall authorize the
Directors on behalf of the Company during the Relevant Period to procure the Company to purchase its Class A ordinary shares or ADSs
at a price determined by its Directors; |
| (c) | the total number of Class A ordinary shares or ADSs which are authorized to be bought back by the Directors pursuant to the approval
in paragraph (a) above during the Relevant Period (as hereinafter defined) shall not exceed 10% of the total number of shares of
the Company in issue (excluding treasury shares) as of the date of the passing of this resolution, and the authority granted pursuant
to paragraph (a) above shall be limited accordingly; and |
| (d) | for the purposes of this resolution: |
“Relevant Period”
means the period from the date of the passing of this resolution until whichever occurs first:
| (i) | the conclusion of the first annual general meeting of the Company following the passing of this ordinary resolution at which time
it shall lapse unless, by ordinary resolution passed at that meeting, the mandate is renewed, either unconditionally or subject to conditions; |
NOTICE
OF ANNUAL GENERAL MEETING |
| (ii) | the expiration of the period within which the next annual general meeting of the Company is required by the articles of association
of the Company, or any applicable laws of the Cayman Islands to be held; or |
| (iii) | the authority set out in this resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting.” |
| 6. | “THAT conditional upon the passing of resolutions nos. 4 and 5 of this notice, the general mandate granted to the Directors
pursuant to resolution no. 4 be and is hereby extended by the addition thereto of an amount representing the total number of shares of
the Company bought back by the Company under the authority granted pursuant to the resolution no. 5, provided that such amount shall not
be more than 10% of the total number of shares of the Company in issue (excluding treasury shares) as of the date of the passing of this
resolution.” |
|
By order of the board
Baozun Inc.
Mr.
Vincent Wenbin Qiu
Chairman |
Hong Kong, May 10, 2024
NOTICE
OF ANNUAL GENERAL MEETING |
Notes:
| 1. | Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and,
on a poll, vote instead of him/her, a proxy need not be a shareholder of the Company. |
| 2. | In case of joint registered holders of any shares of the Company, any one of such persons may vote at the Annual General Meeting,
either personally or by proxy, in respect of such share as if he/she was solely entitled thereto; but if more than one of such joint persons
be present at the Annual General Meeting personally or by proxy, then one of the said persons so present whose name stands first on the
register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof. |
| 3. | To be valid, the Proxy Form duly completed and signed in accordance with the instructions printed hereon together with the power
of attorney or other authority, if any, under which it is signed or a notarized copy thereof must be delivered to the Company’s
Hong Kong share registrar (“Hong Kong Share Registrar”), Computershare Hong Kong Investor Services Limited, at 17M
Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time for holding the meeting
or any adjournment thereof (as the case may be). |
| 4. | Completion and delivery of the Proxy Form will not preclude you from attending and voting in person at the Annual General Meeting
or any adjourned thereof if you so wish. In such event, the Proxy Form shall be deemed to be revoked. |
| 5. | For the purpose of ascertaining shareholders’ entitlement to attend and vote at the Annual General Meeting, the register of
members of the Company will be closed from Friday, May 10, 2024 to Monday, May 13, 2024 (both days inclusive) during which period
no transfer of shares will be registered. In order to qualify for attending and voting at the Annual General Meeting, all transfer documents
accompanied by the relevant share certificates (together the “Share Transfer Documents”) must be lodged with the Hong
Kong Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s
Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Thursday, May 9, 2024. |
| 6. | Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the shareholders at the Annual General Meeting must be taken
by poll. The chairman of the Annual General Meeting will exercise his power under Article 21.5 of the Company’s articles of
association to put each of the above resolutions to be proposed at the Annual General Meeting to be voted by way of a poll. |
| 7. | In case Typhoon Signal No. 8 or above is hoisted, or a Black Rainstorm Warning Signal or “extreme conditions caused by
a super typhoon” announced by the Government of Hong Kong is/are in force in Hong Kong by the at or at any time after 12:00 n.n.
on the date of the meeting, the meeting will be adjourned. The Company will post an announcement on the Company’s website (www.baozun.com)
and the website of the Stock Exchange (www.hkexnews.hk) to notify shareholders of the date, time and place of the adjourned meeting. |
The meeting will be
held as scheduled when an Amber or Red Rainstorm Warning Signal is in force in Hong Kong. Shareholders should decide on their own whether
they would attend the meeting under bad weather conditions bearing in mind their own situation.
| 8. | If shareholders have any particular access request or special needs for participating in the above meeting, please contact the Company
(email: ir@baozun.com) on or before Monday, June 10, 2024. |
| 9. | The Chinese version of this notice is for reference only. Should there be any discrepancies, the English version shall prevail. |
As at
the date of this notice, our board of directors comprises Mr. Vincent Wenbin Qiu as the chairman, Mr. Junhua Wu, Mr. Satoshi
Okada and Ms. Yang Liu as directors, and Mr. Yiu Pong Chan, Mr. Steve Hsien-Chieng Hsia and Mr. Benjamin Changqing
Ye as independent directors.
Exhibit 99.3
Baozun Inc.
(A company controlled through weighted voting
rights and incorporated in the Cayman Islands with limited liability)
(NASDAQ Ticker: BZUN; HKEX Stock Code: 9991)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE
IS HEREBY GIVEN THAT the annual general meeting (the “Annual General Meeting”) of Baozun Inc. (the “Company”)
will be convened and held at Unit 1701-1707 & 1716, 17/F., BEA Tower Millennium City 5, 418 Kwun Tong Road, Kwun Tong, Hong Kong
on Wednesday, June 12, 2024 at 2:00 p.m., for the following purposes:
ORDINARY RESOLUTIONS
| 1. | To receive, consider and adopt the audited consolidated financial statements for the year ended December 31, 2023 together with
the report of the directors of the Company (the “Directors”) and the independent auditor’s report. |
| 2. | (a) |
To re-elect the following retiring Directors:– |
| (i) | Mr. Vincent Wenbin Qiu as Director. |
| (ii) | Mr. Junhua Wu as Director. |
|
|
(b) |
To authorize the board of Directors (the “Board”)
to fix the Directors’ fees. |
| 3. | To re-appoint Deloitte Touche Tohmatsu as auditor of the Company and authorize the Board to fix its remuneration. |
| (a) | subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined
in this resolution) of all the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company
and/or to resell treasury shares of the Company (if permitted under the Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited (the “Listing Rules”) as amended from time to time), and to make, issue or grant offers, agreements
or options (including but not limited to warrants, bonds and debentures convertible into Class A ordinary shares or American depositary
shares (“ADSs”)) which might require the exercise of such power be and is hereby generally and unconditionally approved; |
| (b) | the approval in paragraph (a) of this resolution shall be in addition to any other authorization given to the Directors during
the Relevant Period (as hereinafter defined) and shall authorize the Directors to make or grant offers, agreements and options (including
warrants, bonds and debentures convertible into Class A ordinary shares or ADSs) which would or might require the shares in the capital
of the Company to be issued or allotted either during or after the end of the Relevant Period (as hereinafter defined); |
| (c) | the total number of Class A ordinary shares or ADSs allotted or agreed conditionally or unconditionally to be allotted or issued
(whether pursuant to an option or otherwise) together with the treasury shares of the Company resold by the Directors pursuant to the
approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) an issue
of Class A ordinary shares or ADSs upon the vesting of RSUs or exercise of options which may be granted under any share incentive
plan or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of
its subsidiaries or any other person of shares or rights to acquire Class A ordinary shares or ADSs; or (iii) any scrip dividend
schemes or similar arrangements providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares of
the Company in accordance with the articles of association of the Company, shall not exceed 20% of the total number of shares of the Company
in issue (excluding treasury shares) as of the date of the passing of this resolution and the said approval shall be limited accordingly;
and |
| (d) | for the purposes of this resolution: |
“Relevant Period” means
the period from the date of the passing of this resolution until whichever occurs first:
| (i) | the conclusion of the first annual general meeting of the Company following the passing of this ordinary resolution at which time
it shall lapse unless, by ordinary resolution passed at that meeting, the mandate is renewed, either unconditionally or subject to conditions; |
| (ii) | the expiration of the period within which the next annual general meeting of the Company is required by the articles of association
of the Company, or any applicable laws of the Cayman Islands to be held; or |
| (iii) | the authority set out in this resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting. |
“Rights Issue”
means an offer of shares of the Company or issue of option, warrants or other securities of the Company giving the right to subscribe
for shares of the Company, open for a period fixed by the Directors to holders of shares whose names appear on the register of members
of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in
proportion to their then holdings of such shares (or, where appropriate, such other securities) (subject in all cases to such exclusions
or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any
restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory
applicable to the Company).”
| (a) | subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined)
of all powers of the Company to buy back its own Class A ordinary shares or ADSs, subject to and in accordance with all applicable
laws and/or the requirements of the Listing Rules as amended from time to time, be and is hereby generally and unconditionally approved; |
| (b) | the approval in paragraph (a) shall be in addition to any other authorization given to the Directors and shall authorize the
Directors on behalf of the Company during the Relevant Period to procure the Company to purchase its Class A ordinary shares or ADSs
at a price determined by its Directors; |
| (c) | the total number of Class A ordinary shares or ADSs which are authorized to be bought back by the Directors pursuant to the approval
in paragraph (a) above during the Relevant Period (as hereinafter defined) shall not exceed 10% of the total number of shares of
the Company in issue (excluding treasury shares) as of the date of the passing of this resolution, and the authority granted pursuant
to paragraph (a) above shall be limited accordingly; and |
| (d) | for the purposes of this resolution: |
“Relevant Period”
means the period from the date of the passing of this resolution until whichever occurs first:
| (i) | the conclusion of the first annual general meeting of the Company following the passing of this ordinary resolution at which time
it shall lapse unless, by ordinary resolution passed at that meeting, the mandate is renewed, either unconditionally or subject to conditions; |
| (ii) | the expiration of the period within which the next annual general meeting of the Company is required by the articles of association
of the Company, or any applicable laws of the Cayman Islands to be held; or |
| (iii) | the authority set out in this resolution is revoked or varied by an ordinary resolution of the Shareholders in general meeting.” |
| 6. | “THAT conditional upon the passing of resolutions nos. 4 and 5 of this notice, the general mandate granted to the Directors
pursuant to resolution no. 4 be and is hereby extended by the addition thereto of an amount representing the total number of shares of
the Company bought back by the Company under the authority granted pursuant to the resolution no. 5, provided that such amount shall not
be more than 10% of the total number of shares of the Company in issue (excluding treasury shares) as of the date of the passing of this
resolution.” |
Further details of the proposals above are set
out in the circular for AGM (which circular is hereby incorporated into this notice by reference).
ORDINARY SHARES RECORD DATE AND ADS RECORD DATE
The Board of Directors of the Company has fixed
the close of business on Monday, May 13, 2024, Hong Kong time, as the record date (the “Ordinary Shares Record Date”)
of ordinary shares of the Company, par value US$0.0001 per share (“Ordinary Shares”). Holders of record of the Company’s
Ordinary Shares as of the Ordinary Shares Record Date are entitled to attend and vote at the AGM and any adjourned meeting thereof.
Holders of record of American Depositary Shares
(the “ADSs”), as of the close of business on Monday, May 13, 2024, New York time (the “ADS Record Date”)
who wish to exercise their voting rights for the underlying Class A ordinary shares, par value US$0.0001 per share, must give voting instructions
to JPMorgan Chase Bank, N.A., the depositary of the ADSs.
ATTENDING THE AGM
Only holders of record of Ordinary Shares as of
the Ordinary Shares Record Date are entitled to attend and vote at the AGM. Please note that holders of ADSs are not entitled to attend
or vote at the AGM.
We encourage shareholders planning to attend the
AGM in person to preregister by sending an email to ir@baozun.com.
All officers and agents of the Company
reserve the right to refuse any person entry to the AGM venue, or to instruct any person to leave the AGM venue, where such officer
or agent reasonably considers that such refusal or instruction is or may be required for the Company or any other person to be able
to comply with applicable laws and regulations. The exercise of such right to refuse entry or instruct to leave shall not invalidate
the proceedings at the AGM.
PROXY FORMS AND ADS VOTING CARDS
A holder of Ordinary Shares as of the Ordinary
Shares Record Date may appoint a proxy to exercise his or her rights at the AGM. A holder of ADSs as of the ADS Record Date will need
to instruct JPMorgan Chase Bank, N.A., the depositary of the ADSs, as to how to vote the Ordinary Shares represented by the ADSs. Please
refer to the proxy form (for holders of Ordinary Shares) or the ADS voting card (for holders of ADSs) and also the circular for AGM for
further details and instructions, all of which are available for viewing on the “Investor Relations - Shareholder Meeting”
section of our website at http://ir.baozun.com, website of the U.S. Securities and Exchange Commission at www.sec.gov and website
of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk.
Holders of record of the Company’s Ordinary
Shares as of the Ordinary Shares Record Date are cordially invited to attend the AGM in person. Your vote is important. You are urged
to complete, sign, date and return the accompanying form of proxy to us (for holders of Ordinary Shares) or your voting instructions to
JPMorgan Chase Bank, N.A. (for holders of the ADSs) as promptly as possible and before the prescribed deadline if you wish to exercise
your voting rights. We must receive the form of proxy by no later than 2:00 p.m. on Monday June 10, 2024, Hong Kong time to ensure your
representation at the AGM, and JPMorgan Chase Bank, N.A. must receive your voting instructions by no later than 9:00 a.m., New York time,
on Tuesday, June 4, 2024, to enable the votes attaching to the Ordinary Shares represented by your ADSs to be cast at the AGM.
By Order of the Board of Directors of Baozun Inc.
/s/ Vincent Wenbin Qiu |
|
Vincent Wenbin Qiu |
|
Chairman |
|
|
|
Hong Kong |
|
May 10, 2024 |
|
Exhibit
99.4
BAOZUN INC.
(A company controlled through weighted
voting rights and incorporated in the Cayman Islands with limited liability)
(NASDAQ Ticker: BZUN; HKEX Stock
Code: 9991)
Form of Proxy for Annual
General Meeting
to be held on Wednesday, June 12,
2024 (Hong Kong time)
(or any adjourned meeting thereof)
Introduction
This Form of
Proxy is furnished in connection with the solicitation by the board of directors of Baozun Inc., a Cayman Islands exempted company (the
“Company”), of proxies from the holders of the issued and outstanding ordinary shares, par value US$0.0001 per share,
of the Company (the “Ordinary Shares”) to be exercised at the annual general meeting of the Company (the “AGM”)
to be held at Unit 1701-1707 & 1716, 17/F., BEA Tower Millennium City 5, 418 Kwun Tong Road, Kwun Tong, Hong Kong, on Wednesday,
June 12, 2024 at 2:00 p.m., Hong Kong time (or 2:00 a.m. on Wednesday, June 12, 2024, New York time), and at any adjourned
meeting thereof, for the purposes set forth in the accompanying notice of AGM.
Only the
holders of record of the Ordinary Shares at the close of business on Monday, May 13, 2024, Hong Kong time, as the record date (the
“Ordinary Shares Record Date”) are entitled to notice of and to vote at the AGM. In respect of the matters requiring
shareholders’ vote at the AGM, each Class A ordinary share, par value US$0.0001 per share, is entitled to one vote, and each
Class B ordinary share, par value US$0.0001 per share, is entitled to ten votes. The quorum of the AGM is one or more shareholders
holding shares which represent, in aggregate, not less than one-tenth (1/10) of the votes attaching to all issued and outstanding Ordinary
Shares and entitled to vote, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative.
The Ordinary
Shares represented by all properly executed proxies returned to the Company will be voted at the AGM as indicated or, if no instruction
is given, the holder of the proxy will vote the Ordinary Shares in his discretion, unless a reference to the holder of the proxy having
such discretion has been deleted and initialed on this Form of Proxy. Where the chairman of the AGM acts as proxy and is entitled
to exercise his discretion, he is likely to vote the Ordinary Shares for the resolutions. As to any other business that may properly come
before the AGM, all properly executed proxies will be voted by the persons named therein in accordance with their discretion. The Company
does not presently know of any other business which may come before the AGM. However, if any other matter properly comes before the AGM,
or any adjourned meeting thereof, which may properly be acted upon, unless otherwise indicated the proxies solicited hereby will be voted
on such matter in accordance with the discretion of the proxy holders named therein. Any person giving a proxy has the right to revoke
it at any time before it is exercised (i) for holders of Ordinary Shares or American Depositary Shares (the “ADSs”),
by submitting a written notice of revocation or a fresh Form of Proxy or a fresh Voting Card for ADSs, as the case may be, bearing
a later date, which must be received by the deadlines for returning the Forms of Proxy or Voting Cards of ADSs set forth above, or (ii) for
holders of Ordinary Shares only, by attending the AGM and voting in person at the AGM.
You may instruct
your proxy to vote some or all of the Ordinary Shares in respect of which the proxy is appointed either for or against any resolution
and/or abstain from voting as such proxy need not cast the votes in respect of your Ordinary Shares in the same way on any resolution.
In this case, please specify in the voting boxes the number of Ordinary Shares in respect of which your proxy is to vote for or against
or to abstain in respect of each resolution.
If two or
more persons are jointly registered as holders of an Ordinary Share, the vote of the senior person who tenders a vote, whether in person
or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose, seniority shall be determined by
the order in which the names stand on the Company’s register of shareholders in respect of the relevant Ordinary Shares. The senior
holder should sign this Form of Proxy, but the names of all other joint holders should be stated on this Form of Proxy in the
space provided.
To be
valid, this Form of Proxy must be completed, signed and returned to Computershare Hong Kong Investor Services Limited at 17M Floor,
Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible no later than 2:00 p.m. on Monday, June 10,
2024, Hong Kong time to ensure your representation at the AGM.
BAOZUN INC.
(A company controlled through weighted
voting rights and
incorporated in the Cayman Islands with limited liability)
(NASDAQ Ticker: BZUN; HKEX Stock
Code: 9991)
Form of Proxy for Annual
General Meeting
to be held at Unit 1701-1707 &
1716, 17/F., BEA Tower Millennium City 5,
418 Kwun Tong Road, Kwun Tong,
Hong Kong,
on Wednesday, June 12, 2024
at 2:00 p.m.
(Hong Kong time) (the “Annual
General Meeting” or “AGM”)
(or any adjourned meeting thereof)
I/We
_____________________________________________________________________________________________________________________ of _______________________________________________________________________________________________________________________,
being the registered holder of __________________________________Class A ordinary shares1, par value US$0.0001 per share,
and _______________________Class B ordinary shares1, par value US$0.0001 per share, of Baozun Inc. (the “Company”),
hereby appoint the Chairman of the Annual General Meeting2 or__________________________________________________(name)
of _____________________________________________________________________(address) as my/our proxy to attend and act for me/us at the Annual
General Meeting (or at any adjourned meeting thereof) of the Company, and in the event of a poll, to vote for me/us as indicated below,
or if no such indication is given, as my/our proxy thinks fit3.
No. |
ORDINARY RESOLUTIONS |
FOR3 |
AGAINST3 |
ABSTAIN3 |
1. |
To receive, consider and adopt the audited consolidated financial statements for the year ended December 31, 2023 together with the report of the directors of the Company (the “Directors”) and the independent auditor’s report. |
|
|
|
2. |
(a) To re-elect the following retiring Directors: |
|
|
|
(i) Mr. Vincent Wenbin Qiu as Director. |
|
|
|
(ii) Mr. Junhua Wu as Director. |
|
|
|
(b) To authorize the board of Directors (the “Board”) to fix the Directors’ fees. |
|
|
|
3. |
To re-appoint Deloitte Touche Tohmatsu as auditor of the Company and authorize the Board to fix its remuneration. |
|
|
|
4. |
To give a general mandate to the Directors to allot, issue and deal with additional Class A ordinary shares or American depositary shares of the Company (the “ADSs”) and/or resell treasury shares of the Company (if permitted under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited) not exceeding 20% of the number of the issued shares of the Company (excluding treasury shares) (the “Issue Mandate”). |
|
|
|
5. |
To give a general mandate to the Directors to buy back Class A ordinary shares or ADSs not exceeding 10% of the number of the issued shares of the Company (excluding treasury shares). |
|
|
|
6. |
To extend the Issue Mandate by the number of Class A ordinary shares or ADSs bought back by the Company. |
|
|
|
Dated___________________________ , 2024 |
|
Signature(s)4________________________________ |
| 1 | Please insert the number of shares registered in your name(s) to which this Form of Proxy relates. If no number is inserted,
this Form of Proxy will be deemed to relate to all the shares in the Company registered in your name(s). |
| 2 | A proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the Annual General Meeting is entitled
to appoint one or more proxies to attend and vote in his/her stead. Please insert the name of the person(s) of your own choice that
you wish to be appointed proxy in the space provided. If any proxy other than the Chairman of the Annual General Meeting is preferred,
strike out the words “the Chairman of the Annual General Meeting or” and insert the name and address of the proxy desired
in the space provided. Any alteration made to this Form of Proxy must be initialed by the person(s) who sign(s) it. |
| 3 | IMPORTANT: If you wish to vote for a particular resolution, tick the appropriate box marked “for.” If you wish to vote
against a particular resolution, tick the appropriate box marked “against.” If you wish to abstain from voting on a particular
resolution, tick the appropriate box marked “abstain.” If you do not complete this section, your proxy will vote or abstain
at his/her discretion. |
| 4 | This Form of Proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be
either under seal or executed under the hand of an officer or attorney duly authorized to sign the same. |
| 5 | Please refer to the circular for AGM and the accompanying notice of AGM for details of each of the resolutions. |
| 6 | Unless otherwise specified, terms defined in this Form of Proxy shall have the same meanings as those set out in the circular
for AGM. |
Exhibit 99.5
| BAOZUN INC.
Ordinary Resolutions
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Res. 1 Res. 3
Res. 2(a)(i) Res. 4
Res. 2(a)(ii) Res. 5
Res. 2(b) Res. 6
BAOZUN INC.
TO THE REGISTERED HOLDERS OF AMERICAN DEPOSITARY RECEIPTS (“ADRs”)
REPRESENTING ORDINARY SHARES OF
BAOZUN INC.
Sign below Date:
Please sign this Voting Instruction Card exactly as your name(s) appear(s)
on the face of this card and on the books of the Depositary. Joint owners
should each sign personally. Trustees and other fiduciaries should indicate
the capacity in which they sign, and where more than one name appears, a
majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
FOLD AND DETACH HERE
Please refer to the reverse side of this card for the Resolutions to be voted at the Meeting.
Address change Mark box, sign and indicate changes/comments below:
Mark box at right if you wish to give a discretionary
proxy to a person designated by the Company.
PLEASE NOTE: Marking this box voids any other
instructions marked above.
JPMorgan Chase Bank, N.A., Depositary
PO Box 64873 Saint Paul MN 55164-0873 |
| BAOZUN INC.
BAOZUN INC.
ORDINARY RESOLUTIONS
1. To receive, consider and adopt the audited consolidated financial statements for the year ended December 31, 2023
together with the report of the directors of the Company (the “Directors”) and the independent auditor’s report.
2. (a) To re-elect the following retiring Directors:
(i) Mr. Vincent Wenbin Qiu as Director.
(ii) Mr. Junhua Wu as Director.
(b) To authorize the board of Directors (the “Board”) to fix the Directors’ fees.
3. To reappoint Deloitte Touche Tohmatsu as auditor of the Company and authorize the Board to fix its remuneration.
4. To give a general mandate to the Directors to allot, issue and deal with additional Class A ordinary shares or American
depositary shares of the Company (the “ADSs”) and/or resell treasury shares of the Company (if permitted under the
Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited) not exceeding 20% of the
number of the issued shares of the Company (excluding treasury shares) (the “Issue Mandate”).
5. To give a general mandate to the Directors to buy back Class A ordinary shares or ADSs not exceeding 10% of the
number of the issued shares of the Company (excluding treasury shares).
6. To extend the Issue Mandate by the number of Class A ordinary shares or ADSs bought back by the Company.
BAOZUN INC.
JPMorgan Chase Bank, N.A., Depositary
PO Box 64873, Saint Paul MN 55164-0873 Voting Instruction Card
PLEASE MARK, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
JPMorgan Chase Bank, N.A. (the “Depositary”) has received advice that the Annual General Meeting (the “Meeting”) of Baozun Inc. (the
“Company”) will be held at Unit 1701-1707 & 1716, 17/F., BEA Tower Millennium City 5, 418 Kwun Tong Road, Kwun Tong, Hong Kong,
on Wednesday, June 12, 2024, at 2:00 p.m. Hong Kong time (or 2:00 a.m. on Wednesday, June 12, 2024, New York Time), for the
purposes set forth on this card.
If you are desirous of having the Depositary, through its Nominee or Nominees, vote or execute a proxy to vote the Ordinary Shares
represented by your ADRs FOR or AGAINST or to ABSTAIN from voting on the Resolutions to be proposed at the Meeting, kindly
execute and forward to the Depositary the attached Voting Instruction Card. The enclosed postage paid envelope is provided for this
purpose. The Voting Instruction Card should be executed in such a manner as to show clearly whether you desire the Nominee or the
Nominees of the Depositary to vote FOR or AGAINST or to ABSTAIN from voting on the Resolutions, as the case may be. You may
include instructions to give a discretionary proxy to a person designated by the Company. The Voting Instruction Card MUST be
forwarded in sufficient time to reach the Depositary before 9:00 a.m. (New York Time), June 4, 2024. Only the registered holders of
record at the close of business on May 13, 2024 (New York Time), will be entitled to execute the attached Voting Instruction Card.
The signatory, a registered holder of ADRs representing Ordinary Shares of the Company, of record as of the close of business on
May 13, 2024 (New York Time), hereby requests and authorizes the Depositary, through its Nominee or Nominees, to vote or execute a
proxy to vote the underlying Ordinary Shares of the Company represented by such ADRs, on the Resolutions at the Meeting.
These instructions, when properly signed and dated, will be voted in the manner directed herein. If you mark the box to indicate that you
wish to give a discretionary proxy to a person designated by the Company, the underlying Ordinary Shares represented by your ADRs
will be voted by such person in his or her discretion.
You can review and download the notice of the Meeting, the proxy statement and the proxy form at the “Investor Relations - Shareholder
Meeting” section of the Company’s website at https://ir.baozun.com, website of the U.S. Securities and Exchange Commission
(www.sec.gov) and website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk.
NOTE: In order to have the aforesaid shares voted, this Voting Instruction Card MUST be received by the Depositary before 9:00 a.m.
(New York Time), June 4, 2024.
JPMorgan Chase Bank, N.A., Depositary |
Baozun (PK) (USOTC:BAZNF)
과거 데이터 주식 차트
부터 8월(8) 2024 으로 9월(9) 2024
Baozun (PK) (USOTC:BAZNF)
과거 데이터 주식 차트
부터 9월(9) 2023 으로 9월(9) 2024