Key Proposals Baozun Inc. (Baozun-W, 09991) has dispatched its AGM circular outlining five principal resolutions to be voted on at the 16 June 2026 shareholders’ meeting in Hong Kong:
1. General Mandates • Issue & Resale Mandate – Directors may allot, issue or resell up to 20% of outstanding shares (excluding treasury shares), equal to 34.88 million Class A shares (11.63 million ADSs) based on the 187.59 million total shares* now in issue. • Share Buy-Back Mandate – Authority to repurchase up to 10% of outstanding shares, or 17.44 million Class A shares (5.81 million ADSs).
2. Director RSU Grants (subject to shareholder approval) • Chief Executive Officer Vincent Wenbin Qiu: 1.68 million RSUs (0.96% of issued shares); 75% vesting on 1 Jan 2029 and 25% on 1 Jan 2030, subject to financial and strategic KPIs. • Chief Strategy Officer Junhua Wu: 1.11 million RSUs (0.64%); identical performance criteria and vesting schedule. • Both executives will also receive an additional 0.90 million and 0.72 million performance-based RSUs, respectively, vesting 30 Sep 2026. • Qiu and Wu, holders of Class B shares with weighted voting rights, together control 27.29% of share capital and 56.89% of voting power; they will abstain from voting on their own awards.
3. Scheme Mandate Limit Refresh • Existing 2022 Share Incentive Plan limit almost fully utilised (150,002 shares remaining). • Proposal to reset limit to 10% of outstanding shares, i.e. 17.44 million shares. • Service Provider sub-limit to be refreshed to 3% (5.23 million shares).
4. Board & Auditor • Re-election of independent non-executive directors Yiu Pong Chan, Steve Hsien-Chieng Hsia and Benjamin Changqing Ye. • Re-appointment of KPMG as external auditor for FY 2026; audit fee not to exceed RMB8 million.
5. Other Details • Meeting: 3:00 p.m. (HKT), 16 Jun 2026, 9/F The Rays, 71 Hung To Road, Kwun Tong, Hong Kong. • Record dates: Ordinary shares – 15 May 2026 (HKT); ADSs – 15 May 2026 (NYT). • Proxy deadline: 3:00 p.m., 14 Jun 2026 (HKT); ADS voting cards due 9:00 a.m., 8 Jun 2026 (NYT).
*Total shares comprise 187.59 million issued, minus 13.20 million Class A treasury shares (held as 4.40 million ADSs), leaving 174.39 million shares outstanding for mandate calculations.