Baozun Inc. Schedules 16 June 2026 AGM; Seeks 20% Issuance Mandate, 10% Buy-Back Authority and RSU Grants

Bulletin Express
May 15

Baozun Inc. (listed in Hong Kong as “BAOZUN-W” and on Nasdaq as “BZUN”) has issued a notice convening its Annual General Meeting (AGM) for 3:00 p.m. on 16 June 2026 at 9/F, The Rays, 71 Hung To Road, Kwun Tong, Kowloon, Hong Kong. Key proposals to be put to shareholders are as follows:

1. Financial Statements and Auditor • Adoption of the audited consolidated financial statements for the financial year ended 31 December 2025 together with the directors’ and independent auditor’s reports. • Re-appointment of KPMG as external auditor with authority for the board to fix remuneration.

2. Board Composition and Remuneration • Re-election of independent directors Mr. Yiu Pong Chan, Mr. Steve Hsien-Chieng Hsia and Mr. Benjamin Changqing Ye. • Authorisation for the board to determine directors’ fees.

3. General Mandates • Share Issuance: Directors may allot, issue or deal with additional Class A ordinary shares/ADSs and resell treasury shares up to 20% of the company’s issued share capital (excluding treasury shares) as at the date of approval. • Share Buy-Back: Authority to repurchase up to 10% of the issued share capital (excluding treasury shares). • Mandate Extension: Conditional on the above two resolutions, the issuance mandate will be extended by the number of shares repurchased, potentially increasing total headroom to 30%.

4. Equity Incentives • Grant of 1,678,320 restricted share units (RSUs) to Chairman Mr. Vincent Wenbin Qiu. • Grant of 1,110,447 RSUs to Mr. Junhua Wu. • Refresh of the 2022 Share Incentive Plan: – Overall scheme mandate limit reset to 10% of the company’s issued shares (excluding treasury shares) as of the approval date. – Service-provider sub-limit refreshed to approximately 3% of issued shares (excluding treasury shares).

5. Administrative Details • Register of members closed from 12 May 2026 to 15 May 2026 inclusive; share transfer documents must be lodged by 4:30 p.m. on 11 May 2026 to qualify for AGM attendance and voting. • Proxy forms must be deposited with Computershare Hong Kong Investor Services Limited at least 48 hours before the meeting. • All resolutions will be decided by poll. • Contingency arrangements are in place for extreme weather; any adjournments will be announced on the company and HKEX websites.

Baozun’s dual-class share structure remains unchanged, with each Class A share carrying one vote and each Class B share carrying ten votes. Shareholders and investors are reminded of the risks associated with weighted voting rights structures.

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