Baozun Schedules 16 Jun 2026 AGM; Proposes Director Re-election, Auditor Renewal and New Share Mandates

Bulletin Express
May 15

Baozun Inc. has issued the proxy materials for its Annual General Meeting (AGM), confirming the session will be held at 3:00 p.m. (Hong Kong time) on 16 Jun 2026 at 9/F, The Rays, 71 Hung To Road, Kwun Tong, Kowloon, Hong Kong. Shareholders of record as of 15 May 2026 are entitled to vote.

Key agenda items:

• Financial Statements: Shareholders will vote on adoption of the audited consolidated results for the year ended 31 Dec 2025 together with the directors’ and independent auditor’s reports.

• Board Composition: Independent directors Yiu Pong Chan, Steve Hsien-Chieng Hsia and Benjamin Changqing Ye are standing for re-election. Board authority to set directors’ fees is also up for approval.

• Auditor: Renewal of KPMG as external auditor and authorization for the Board to fix remuneration.

• Share Issuance and Buyback Mandates: – Issue & Resale Mandate—authorizes allotment, issuance or resale of Class A ordinary shares or ADSs up to 20 % of issued share capital (excluding treasury shares). – Buyback Mandate—permits repurchase of up to 10 % of issued share capital (excluding treasury shares). – Extension—allows expansion of the Issue & Resale Mandate by the number of shares bought back.

• Equity Incentives: – Grant of 1,678,320 restricted share units (RSUs) to Chairman Vincent Wenbin Qiu. – Grant of 1,110,447 RSUs to Chief Executive Officer Junhua Wu. – Refresh of the 2022 Equity Plan mandate limit to 10 % of issued shares (excluding treasury shares). – Refresh of the service-provider sub-limit to 3 % of issued shares (excluding treasury shares).

Governance notes: The company operates under a weighted voting rights structure, with each Class A ordinary share carrying one vote and each Class B ordinary share carrying ten votes. A quorum requires shareholders holding at least one-tenth of the voting power to be present in person or by proxy.

Proxy forms must be submitted to Computershare Hong Kong Investor Services Limited by 3:00 p.m. on 14 Jun 2026 (Hong Kong time).

At the announcement date, the Board comprises Chairman Vincent Wenbin Qiu, directors Junhua Wu, Dr. Jun Wang and Bin Yu, and independent directors Yiu Pong Chan, Steve Hsien-Chieng Hsia and Benjamin Changqing Ye.

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