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  4. [6-K] Baozun Inc. Current Report (Foreign Issuer)

Baozun repurchases 660,528 shares in October 2026

Total issued shares remained 174,284,503 at month-end, and Baozun confirmed compliance with the applicable public-float requirement.

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Rhea-AI Filing Summary

Baozun Inc. reported October 2026 share movements: it repurchased 660,528 Class A ordinary shares for treasury and transferred 8,100 treasury shares to satisfy vested restricted share units. Issued Class A shares excluding treasury declined by 652,428 to 160,525,475 at month-end, while total issued shares remained 174,284,503. Baozun confirmed that the applicable public-float requirement was met.

Filing Explained

At October month-end, Baozun’s 2022 Share Incentive Plan had 5,086,707 shares that may be issued or transferred from treasury for restricted share units; this is a remaining plan amount, not an October issuance or transfer of that many shares.

Class A ordinary shares repurchased 660,528 shares October 2026; held as treasury shares
Class A shares transferred for vested restricted share units 8,100 shares October 2026; transferred from treasury
Decrease in issued Class A shares excluding treasury 652,428 shares During October 2026
Issued Class A shares excluding treasury 160,525,475 shares At the close of October 2026
Class A treasury shares 13,759,028 shares At the close of October 2026
Total issued Class A shares 174,284,503 shares At the close of October 2026
Share options outstanding 51,684 options At the close of October 2026
treasury shares financial
"Number of treasury shares"
Treasury shares are a company’s own stock that it has repurchased and keeps on its books instead of canceling or leaving in the hands of outside investors. Think of them like coupons a business puts back in a drawer: they don’t vote or receive dividends while held, but they can be reissued later for employee pay or fundraising. For investors this matters because buybacks change the number of shares that count toward earnings and ownership, can boost per‑share metrics, and use corporate cash that might otherwise go to growth or dividends.
restricted share units financial
"restricted share units vested"
Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.
public float financial
"applicable public float requirement"
Public float is the total number of a company's shares that are available for trading by the general public. It excludes shares held by company insiders or large stakeholders who are unlikely to sell them easily. This figure helps investors understand how much of the company's stock is actively available, which can influence its liquidity and how easily its price might change.
weighted voting rights technical
"A company controlled through weighted voting rights"
A system where some shares carry more voting power than others so certain owners can control corporate decisions with fewer shares. Think of it like tickets to a meeting where some tickets count for five votes and others for one: it lets founders or insiders steer strategy and board picks even if they don't own most of the stock. For investors this affects corporate governance, the protection of minority shareholders, and how much influence public holders have over major decisions.
share option scheme financial
"Particulars of share option scheme"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many BZUN shares did Baozun repurchase in October 2026?
Baozun repurchased 660,528 Class A ordinary shares in October 2026, and the monthly return records them as held in treasury.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 November 2026

 

 

 

Commission File Number: 001-37385

 

Baozun Inc.

 

No. 1-9, Lane 510, West Jiangchang Road

Shanghai 200436

The People’s Republic of China

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F x Form 40-F ¨

 

 

 

 

 

EXPLANATORY NOTE

 

We submitted with The Stock Exchange of Hong Kong Limited a monthly return form dated November 3, 2026 in relation to the movements in our authorized share capital and issued shares in October 2026, attached as Exhibit 99.1 to this current report on Form 6-K.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Baozun Inc.
     
  By: /s/ Vincent Wenbin Qiu
  Name: Vincent Wenbin Qiu
  Title: Chief Executive Officer

 

Date: November 3, 2026

 

 

 

Exhibit Index

 

Exhibit 99.1 — Monthly Return with The Stock Exchange of Hong Kong Limited – Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities

 

 

 

Safe Harbor Statement

 

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident,” “potential,” “continues,” “ongoing,” “targets,” “guidance,” “going forward,” “looking forward,” “outlook” or other similar expressions. Statements that are not historical facts, including but not limited to statements about Baozun’s beliefs and expectations, business trends, growth strategies, operating efficiencies, margin expansion, store openings, brand performance, technology and automation initiatives, and outlook for future periods are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties and are based on current expectations, assumptions, estimates and projections about Baozun and the industries in which it operates. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to risks and uncertainties relating to macroeconomic and consumer spending conditions, Baozun’s ability to grow and manage its e-commerce and brand management businesses, demand for its brand partners’ and managed brands’ products, competition, its ability to improve operating efficiency and profitability, its ability to manage inventory and working capital, the pace and effectiveness of its technology and automation initiatives, store expansion and offline retail execution, relationships with brand partners and other third parties, as well as Baozun’s filings with the United States Securities and Exchange Commission and its announcements, notices or other documents published on the website of The Stock Exchange of Hong Kong Limited. All information provided in this announcement is as of the date hereof and is based on assumptions that Baozun believes to be reasonable as of this date, and Baozun undertakes no obligation to update such information, except as required under applicable law. Investors are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date they are made.  

 

 

 

Exhibit 99.1

 

FF301

 

 

 

Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities

 

For the month ended: 31 October 2026   Status: New Submission

 

To : Hong Kong Exchanges and Clearing Limited

 

Name of Issuer: Baozun Inc. (A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
   
Date Submitted: 03 November 2026  

  

I.Movements in Authorised / Registered Share Capital

 

1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes  
Stock code (if listed) 09991 Description  
  Number of authorised/registered shares Par value Authorised/registered share capital
Balance at close of preceding month 470,000,000 USD 0.0001 USD 47,000
Increase / decrease (-)     USD  
Balance at close of the month 470,000,000 USD 0.0001 USD 47,000
                   

2. Class of shares WVR ordinary shares Type of shares B Listed on the Exchange (Note 1) No  
Stock code (if listed) 09991 Description  
  Number of authorised/registered shares Par value Authorised/registered share capital
Balance at close of preceding month 30,000,000 USD 0.0001 USD 3,000
Increase / decrease (-)     USD  
Balance at close of the month 30,000,000 USD 0.0001 USD 3,000
                   

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

 

Page 1 of 11

 

 

FF301

 

II.Movements in Issued Shares and/or Treasury Shares and Public Float Sufficiency Confirmation
  

1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes  
Stock code (if listed) 09991 Description  
  Number of issued shares
(excluding treasury shares)		 Number of treasury shares Total number of issued shares
Balance at close of preceding month 161,177,903 13,106,600 174,284,503
Increase / decrease (-) -652,428 652,428  
Balance at close of the month 160,525,475 13,759,028 174,284,503
                   

Public float sufficiency confirmation (Note 4)

 

Pursuant to Main Board Rule 13.32D(1) or 19A.28D(1) / GEM Rule 17.37D(1) or 25.21D(1), we hereby confirm that, in relation to the class of shares as set out above, as at the close of the month:

x     the applicable public float requirement (see below) has been complied with

¨      the applicable public float requirement (see below) has not been complied with

The applicable minimum public float requirement for the class of shares as set out above pursuant to Main Board Rule 13.32B or 19A.28B / GEM Rule 17.37B or 25.21B (as the case may be) is:
Applicable public float threshold

Initial Prescribed Threshold - 25% of the total number of issued shares in the class to which the listed shares belong (excluding treasury shares)

Additional information

 		  

                   
2. Class of shares WVR ordinary shares Type of shares B Listed on the Exchange (Note 1) No  
Stock code (if listed) 09991 Description  
  Number of issued shares
(excluding treasury shares)		 Number of treasury shares Total number of issued shares
Balance at close of preceding month 13,300,738 0 13,300,738
Increase / decrease (-)      
Balance at close of the month 13,300,738 0 13,300,738
                   

Page 2 of 11

 

 

FF301

 

III.Details of Movements in Issued Shares and/or Treasury Shares

 

(A).Share Options (under Share Option Schemes of the Issuer)

 

1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes  
Stock code (if listed) 09991 Description    

Particulars of share option scheme

Number of share options outstanding at close of preceding month

Movement during the month

Number of share options outstanding at close of the month

Number of new shares issued during the month pursuant thereto (A1)

Number of treasury shares transferred out of treasury during the month pursuant thereto (A2)

Number of shares which may be issued or transferred out of treasury pursuant thereto as at close of the month

 

The total number of shares which may be issued or transferred out of treasury upon exercise of all share options to be granted under the scheme at close of the month

1). 2014 Share Incentive Plan - Share Options 51,684   51,684     51,684  
     
General Meeting approval date (if applicable) _________________
                                 

Increase in issued shares (excluding treasury shares):     WVR ordinary shares A (AA1)

 

Decrease in treasury shares:

    

 

WVR ordinary shares A (AA2)

       
Total funds raised during the month from exercise of options:        

 

Remarks:

 

No further options will be granted under the 2014 Share Incentive Plan and the 2015 Share Incentive Plan of the Company after November 1, 2022 (being the date on which the Company’s voluntary conversion of its secondary listing status to primary listing on The Stock Exchange of Hong Kong Limited (the "Primary Conversion") became effective).

 

Page 3 of 11

 

  

FF301

 

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

 

Page 4 of 11

 

  

FF301

 

(C).Convertibles (i.e. Convertible into Shares of the Issuer) Not applicable

 

Page 5 of 11

 

 

FF301

 

(D).Any other Agreements or Arrangements to Issue Shares of the Issuer, including Options (other than Share Option Schemes)

 

1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes  
Stock code (if listed) 09991 Description    

 

Description of other agreements or arrangements

 General Meeting approval date (if applicable)

Number of new shares issued during the month pursuant thereto (D1)

 Number of treasury shares transferred out of treasury during the month pursuant thereto (D2) Number of shares which may be issued or transferred out of treasury pursuant thereto as at close of the month
1).

Issue Class A ordinary shares to satisfy the restricted share units vested which were previously granted under the 2015 Share Incentive Plan adopted on May 5, 2015 and amended in July 2016

        
2). 2022 Share Incentive Plan - Restricted Share Units 21 October 2022 8,100 5,086,707
                       

Increase in issued shares (excluding treasury shares):   8,100 WVR ordinary shares A (DD1)
       
Decrease in treasury shares:   -8,100 WVR ordinary shares A (DD2)

 

Remarks:

 

No further awards will be granted under the 2014 Share Incentive Plan and the 2015 Share Incentive Plan of the Company after November 1, 2022 (being the date on which the Company’s Primary Conversion became effective)

 

Page 6 of 11

 

  

FF301

  

(E).Other Movements in Issued Shares and/or Treasury Shares  

 

1. Class of shares WVR ordinary shares Type of shares A Listed on the Exchange (Note 1) Yes  
Stock code (if listed) 09991 Description    

 

 

 

 

Events

 

 

At price (if applicable)

 

 

Date of event
(Note 2)

 

 

General Meeting approval date (if applicable)

 

Increase/ decrease (-) in issued shares (excluding treasury shares) during the month pursuant thereto (E1)

 

 

Increase/ decrease (-) in treasury shares during the month pursuant thereto (E2)

 

Number of shares redeemed or repurchased for cancellation but not yet cancelled as at close of the month (Note 3)

Currency Amount
1). Repurchase of shares (shares held as treasury shares) USD 1.02 01 October 2026 16 June 2026 -44,124 44,124  
2). Repurchase of shares (shares held as treasury shares) USD 1.04 02 October 2026 16 June 2026 -45,000 45,000  
3). Repurchase of shares (shares held as treasury shares) USD 1.09 05 October 2026 16 June 2026 -44,307 44,307  
4). Repurchase of shares (shares held as treasury shares) USD 1.14 06 October 2026 16 June 2026 -45,000 45,000  
5). Repurchase of shares (shares held as treasury shares) USD 1.17 07 October 2026 16 June 2026 -44,325 44,325  
6). Repurchase of shares (shares held as treasury shares) USD 1.09 08 October 2026 16 June 2026 -44,625 44,625  
7). Repurchase of shares (shares held as treasury shares) USD 1.1 09 October 2026 16 June 2026 -36,576 36,576  
8). Repurchase of shares (shares held as treasury shares) USD 1.11 12 October 2026 16 June 2026 -44,610 44,610  
9). Repurchase of shares (shares held as treasury shares) USD 1.15 13 October 2026 16 June 2026 -40,761 40,761  
10). Repurchase of shares (shares held as treasury shares) USD 1.14 14 October 2026 16 June 2026 -44,700 44,700  
11). Repurchase of shares (shares held as treasury shares) USD 1.16 15 October 2026 16 June 2026 -8,004 8,004  
12). Repurchase of shares (shares held as treasury shares) USD 1.28 19 October 2026 16 June 2026 -45,000 45,000  
13). Repurchase of shares (shares held as treasury shares) USD 1.25 20 October 2026 16 June 2026 -44,436 44,436  
14). Repurchase of shares (shares held as treasury shares) USD 1.2 21 October 2026 16 June 2026 -44,553 44,553  
15). Repurchase of shares (shares held as treasury shares) USD 1.18 22 October 2026 16 June 2026 -42,399 42,399  
16). Repurchase of shares (shares held as treasury shares) USD 1.19 23 October 2026 16 June 2026 -42,108 42,108  

 

Increase/ decrease (-) in issued shares (excluding treasury shares): -660,528 WVR ordinary shares A (EE1)
Increase/ decrease (-) in treasury shares: 660,528 WVR ordinary shares A (EE2)
     

 

Page 7 of 11

 

 

Total increase/ decrease (-) in issued shares (excluding treasury shares) during the month (i.e. Total of AA1 to EE1): -652,428 WVR ordinary shares A
Total increase/ decrease (-) in treasury shares during the month (i.e. Total of AA2 to EE2): 652,428 WVR ordinary shares A
     

 

Page 8 of 11

 

 

FF301

 

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

 

Page 9 of 11

 

  

FF301

 

V.Confirmations

 

Pursuant to Main Board Rule 13.25C / GEM Rule 17.27C, we hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued, or the treasury shares sold or transferred by the issuer during the month as set out in Parts III and IV which has not been previously disclosed in a return published under Main Board Rule 13.25A / GEM Rule 17.27A, it has been duly authorised by the board of directors of the listed issuer and carried out in compliance with all applicable listing rules, laws and other regulatory requirements and, insofar as applicable:

 

(Note 5)

 

(i)all money due to the listed issuer in respect of the issue of securities, or sale or transfer of treasury shares has been received by it;
  
(ii)all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited under "Qualifications of listing" have been fulfilled;
  
(iii)all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;
  
(iv)all the securities of each class are in all respects identical (Note 6);
  
(v)all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with all other legal requirements;
  
(vi)all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue, sale or transfer;
  
(vii)completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and
  
(viii)the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies.

 

Submitted by: Vincent Wenbin Qiu  

 

Title: Chairman and Chief Executive Officer  

  (Director, Secretary or other Duly Authorised Officer)

 

Page 10 of 11

 

 

FF301

 

Notes

 

1.The Exchange refers to The Stock Exchange of Hong Kong Limited.
  
2.In the case of repurchase of shares (shares repurchased and cancelled) and redemption of shares (shares redeemed and cancelled), "date of event" should be construed as "cancellation date".

 

In the case of repurchase of shares (shares held as treasury shares), "date of event" should be construed as "date on which shares were repurchased and held by the issuer in treasury".

 

3.The information is required in the case of repurchase of shares (shares repurchased for cancellation but not yet cancelled) and redemption of shares (shares redeemed but not yet cancelled). Please state the number of shares repurchased or redeemed during the month or in preceding month(s) but pending cancellation as at close of the month as a negative number.
  
4."Initial Prescribed Threshold”, "Alternative Threshold” and "market value" have the meanings ascribed thereto under Main Board Rule 13.32A or 19A.28A / GEM Rule 17.37A or 25.21A. See also Main Board Rule 13.32D(4) or 19A.28D(4) / GEM Rule 17.37D(4) or 25.21D(4) on the basis of the public float disclosure.
  
5.Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, or the treasury shares sold or transferred, no further confirmation is required to be made in this return.

 

6.“Identical” means in this context:

 

．the securities are of the same nominal value with the same amount called up or paid up;

 

．they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and

 

．they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

 

Page 11 of 11

 

 

Source: View Original Filing on SEC EDGAR

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