UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO §
240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2*
Under the Securities Exchange Act of 1934
Baozun Inc.
(Name of Issuer)
Class A ordinary shares, par value US$0.0001 per share
(Title of Class of Securities)
06684L 103 **
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
** This CUSIP number applies to the Issuer’s American depository shares, or ADSs, each representing three Class A ordinary shares, par value US$0.0001 per share, of the Issuer.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 |
NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Junhua Wu | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
6,260,078 (1) ordinary shares. See Item 4. | |
| 6 |
SHARED VOTING POWER
0 | ||
| 7 |
SOLE DISPOSITIVE POWER
6,260,078 (1) ordinary shares. See Item 4. | ||
| 8 |
SHARED DISPOSITIVE POWER
0 | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,260,078 (1) ordinary shares | ||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.7% of the Class A ordinary shares (2) (or 3.5% of the total ordinary shares assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares) | ||
| 12 |
TYPE OF REPORTING PERSON
IN | ||
| (1) | Representing (i) 3,890,369 Class B ordinary shares held by Casvendino Holdings Limited as of December 31, 2022, (ii) 1,732,674 Class A ordinary shares that Mr. Junhua Wu has the right to acquire upon exercise of options beneficially owned by him within 60 days of December 31, 2022 and 636,630 Class A ordinary shares issuable within 60 days of December 31, 2022 upon vesting of restricted share units beneficially owned by Mr. Junhua Wu and (iii) 405 Class A ordinary shares beneficially owned by Mr. Junhua Wu as of December 31, 2022. |
| (2) | Based on 163,100,873 Class A ordinary shares (excluding the 1,404,574 Class A ordinary shares issued to Issuer’s depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under Issuer’s share incentive plans and the 36,760,722 Class A ordinary shares represented by ADSs repurchased by the Issuer from the open market under the Issuer’s share repurchase programs). As-converted percentage is also based on 13,300,738 Class B ordinary shares issued and outstanding as of December 31, 2022, and assuming all Class B ordinary shares held by such reporting person are converted into the same number of Class A ordinary shares and all options beneficially owned and exercisable by Mr. Junhua Wu within 60 days of December 31, 2022 are exercised and all Class A ordinary shares issuable within 60 days of December 31, 2022 upon vesting of restricted share units beneficially owned by Mr. Junhua Wu are issued. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to voting and conversion. Each Class A ordinary share is entitled to one vote per share. Each Class B ordinary share is entitled to ten votes per share and is convertible at any time into one Class A ordinary share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. |
| 1 |
NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Casvendino Holdings Limited | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
6,213,326 (1) ordinary shares. See Item 4. | |
| 6 |
SHARED VOTING POWER
0 | ||
| 7 |
SOLE DISPOSITIVE POWER
6,213,326 (1) ordinary shares. See Item 4. | ||
| 8 |
SHARED DISPOSITIVE POWER
0 | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,213,326 (1) ordinary shares. | ||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.7% of the Class A ordinary shares (2) (or 3.5% of the total ordinary shares assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares) | ||
| 12 |
TYPE OF REPORTING PERSON
CO | ||
| (1) | Representing (i) 3,890,369 Class B ordinary shares held by Casvendino Holdings Limited and (ii) 1,732,674 Class A ordinary shares that Casvendino Holdings Limited may purchase upon exercise of options beneficially owned by it within 60 days of December 31, 2022 and 590,283 Class A ordinary shares issuable within 60 days of December 31, 2022 upon vesting of restricted share units beneficially owned by Casvendino Holdings Limited. |
| (2) | Based on 163,100,873 Class A ordinary shares (excluding the 1,404,574 Class A ordinary shares issued to Issuer’s depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under Issuer’s share incentive plans and the 36,760,722 Class A ordinary shares represented by ADSs repurchased by the Issuer from the open market under the Issuer’s share repurchase programs). As-converted percentage is also based on 13,300,738 Class B ordinary shares issued and outstanding as of December 31, 2022, and assuming all Class B ordinary shares held by such reporting person are converted into the same number of Class A ordinary shares. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to voting and conversion. Each Class A ordinary share is entitled to one vote per share. Each Class B ordinary share is entitled to ten votes per share and is convertible at any time into one Class A ordinary share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. |
| Item 1(a) | Name of Issuer: |
Baozun Inc. (the “Issuer”)
| Item 1(b) |
Address of Issuer’s Principal Executive Offices: No. 1-9, Lane 510, West Jiangchang Road,
Shanghai 200436, the People’s Republic of China |
| Item 2(a) | Name of Person Filing: |
This Schedule 13G is being filed jointly by Mr. Junhua Wu and Casvendino Holdings Limited (collectively, the “Reporting Persons”). The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1. Pursuant to the Joint Filing Agreement, the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
| Item 2(b) | Address of Principal Business Office or, If None, Residence |
The address of the principal business office of Mr. Junhua Wu is No. 1-9, Lane 510, West Jiangchang Road, Shanghai 200436, the People’s Republic of China.
The registered address of Casvendino Holdings Limited is ICS Corporate Services (BVI) Limited, Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands.
| Item 2(c) | Citizenship: |
Junhua Wu: People’s Republic of China
Casvendino Holdings Limited: British Virgin Islands
| Item 2(d) | Title of Class of Securities: |
Class A ordinary share, par value US$0.0001 per share, of the Issuer.
| Item 2(e) | CUSIP Number: |
06684L 103
| Item 3. | Not applicable. |
| Item 4. | Ownership |
The following information with respect to the ownership of the ordinary shares of the Issuer by the person filing this statement is provided as of December 31, 2022. The table below is prepared based on 163,100,873 Class A ordinary shares (excluding the 1,404,574 Class A ordinary shares issued to Issuer’s depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under Issuer’s share incentive plans and the 36,760,722 Class A ordinary shares represented by ADSs repurchased by the Issuer from the open market under the Issuer’s share repurchase program) and 13,300,738 Class B ordinary shares issued and outstanding as of December 31, 2022.
| Reporting Person: Junhua Wu |
Class A Ordinary Shares |
Class B Ordinary shares |
Total Ordinary Shares on as-converted basis |
Percentage of Aggregate Voting Power(1) |
||||||||||||
| (a) Amount beneficially owned: | 6,260,078 | (2) | 3,890,369 | (3) | 6,260,078 | (2) | - | |||||||||
| (b) Percent of class: | 3.7 | %(4) | 29.2 | % | 3.5 | %(5) | 13.8 | %(1) | ||||||||
| (c) number of Shares as to which the person has: | ||||||||||||||||
| (i) Sole power to vote or direct the vote: | 6,260,078 | 3,890,369 | 6,260,078 | - | ||||||||||||
| (ii) Shared power to vote or to direct to vote: | - | - | - | - | ||||||||||||
| (iii) Sole power to dispose or to direct the disposition of: | 6,260,078 | 3,890,369 | 6,260,078 | - | ||||||||||||
| (iv) Shared power to dispose or to direct the disposition of: | - | - | - | - | ||||||||||||
Notes:
| (1) | Percentage of aggregate voting power represents voting power of all ordinary shares held by the reporting person with respect to all outstanding shares of Class A and Class B ordinary shares of the Issuer on as-converted basis. Each holder of Class A ordinary shares is entitled to one vote per Class A ordinary share. Each holder of Class B ordinary shares is entitled to ten votes per Class B ordinary share. |
| (2) | Representing (i) 3,890,369 Class B ordinary shares held by Casvendino Holdings Limited, (ii) 1,732,674 Class A ordinary shares that Mr. Junhua Wu may purchase upon exercise of options beneficially owned by him within 60 days of December 31, 2022 and 636,630 Class A ordinary shares issuable within 60 days of December 31, 2022 upon vesting of restricted share units beneficially owned by Mr. Junhua Wu, and (iii) 405 Class A ordinary shares beneficially owned by Mr. Junhua Wu as of December 31, 2022. Each Class B ordinary share is convertible into one Class A ordinary share at the option of the holder at any time. Pursuant to Rule 13d-3(d)(1), all shares of Class B ordinary shares held by the reporting persons shall be deemed to be converted for the purposes of (i) determining the aggregate amount of shares of Class A ordinary shares beneficially owned by the reporting persons and (ii) calculating the percentages of the Class A ordinary shares owned by such persons. Consequently, all Class A ordinary shares amounts and percentages are inclusive of the Class B ordinary shares amounts and percentages set forth herein. |
| (3) | Representing 3,890,369 Class B ordinary shares held by Casvendino Holdings Limited. |
| (4) | To derive this percentage, (i) the numerator is 6,260,078, and (ii) the denominator is the sum of (x) 163,100,873, being the number of the Issuer’s Class A ordinary shares outstanding at December 31, 2022, (y) 3,890,369, being the number of Class A ordinary shares that the reporting person has the rights to acquire upon conversion of the same number of Class B ordinary shares and (z) 2,369,304, the sum of (a) 1,732,674, the number of Class A ordinary shares that the reporting person may purchase upon exercise of options beneficially owned by him within 60 days of December 31, 2022 and (b) 636,630 Class A ordinary shares issuable within 60 days of December 31, 2022 upon vesting of restricted share units beneficially owned by the reporting person. |
| (5) | To derive this percentage, (i) the numerator is 6,260,078, and (ii) the denominator is the sum of (x) 163,100,873, being the number of the Issuer’s Class A ordinary shares outstanding at December 31, 2022, (y) 13,300,738, being the number of the Issuer’s total Class B ordinary shares outstanding at December 31, 2022 that are convertible into the same number of Class A ordinary shares and (z) 2,369,304, the sum of (a) 1,732,674, the number of Class A ordinary shares that the reporting person may purchase upon exercise of options beneficially owned by him within 60 days of December 31, 2022 and (b) 636,630 Class A ordinary shares issuable within 60 days of December 31, 2022 upon vesting of restricted share units beneficially owned by the reporting person. |
| Reporting Person: Casvendino Holdings Limited | Class A Ordinary Shares | Class B Ordinary shares | Total Ordinary Shares on as-converted basis | Percentage of Aggregate Voting Power(1) | ||||||||||||
| (a) Amount beneficially owned: | 6,213,326 | (2) | 3,890,369 | 6,213,326 | (2) | - | ||||||||||
| (b) Percent of class: | 3.7 | %(3) | 29.2 | % | 3.5 | %(4) | 13.8 | %(1) | ||||||||
| (c) number of Shares as to which the person has: | ||||||||||||||||
| (i) Sole power to vote or direct the vote: | 6,213,326 | 3,890,369 | 6,213,326 | - | ||||||||||||
| (ii) Shared power to vote or to direct to vote: | - | - | - | - | ||||||||||||
| (iii) Sole power to dispose or to direct the disposition of: | 6,213,326 | 3,890,369 | 6,213,326 | - | ||||||||||||
| (iv) Shared power to dispose or to direct the disposition of: | - | - | - | - | ||||||||||||
Notes:
| (1) | Percentage of aggregate voting power represents voting power of all ordinary shares held by the reporting person with respect to all outstanding shares of Class A and Class B ordinary shares of the Issuer on as-converted basis. Each holder of Class A ordinary shares is entitled to one vote per Class A ordinary share. Each holder of Class B ordinary shares is entitled to ten votes per Class B ordinary share. |
| (2) | Representing (i) 3,890,369 Class B ordinary shares held by Casvendino Holdings Limited and (ii) 1,732,674 Class A ordinary shares that Casvendino Holdings Limited may purchase upon exercise of options beneficially owned by it within 60 days of December 31, 2022 and 590,283 Class A ordinary shares issuable within 60 days of December 31, 2022 upon vesting of restricted share units beneficially owned by Casvendino Holdings Limited . Each Class B ordinary share is convertible into one Class A ordinary share at the option of the holder at any time. Pursuant to Rule 13d-3(d)(1), all shares of Class B ordinary shares held by the reporting persons shall be deemed to be converted for the purposes of (i) determining the aggregate amount of shares of Class A ordinary shares beneficially owned by the reporting persons and (ii) calculating the percentages of the Class A ordinary shares owned by such persons. Consequently, all Class A ordinary shares amounts and percentages are inclusive of the Class B ordinary shares amounts and percentages set forth herein. |
| (3) | To derive this percentage, (i) the numerator is 6,213,326, and (ii) the denominator is the sum of (x) 163,100,873, being the number of the Issuer’s Class A ordinary shares outstanding at December 31, 2022 and (y) 3,890,369, being the number of Class A ordinary shares that the reporting person has the rights to acquire upon conversion of the same number of Class B ordinary shares and (z) 2,322,957, the sum of (a) 1,732,674, the number of Class A ordinary shares that the reporting person may purchase upon exercise of options beneficially owned by it within 60 days of December 31, 2022 and (b) 590,283 Class A ordinary shares issuable within 60 days of December 31, 2022 upon vesting of restricted share units beneficially owned by the reporting person. |
| (4) | To derive this percentage, (i) the numerator is 6,213,326, and (ii) the denominator is the sum of (x) 163,100,873, being the number of the Issuer’s Class A ordinary shares outstanding at December 31, 2022 and (y) 13,300,738, being the number of the Issuer’s total Class B ordinary shares outstanding at December 31, 2022 that are convertible into the same number of Class A ordinary shares and (z) 2,322,957, the sum of (a) 1,732,674, the number of Class A ordinary shares that the reporting person may purchase upon exercise of options beneficially owned by it within 60 days of December 31, 2022 and (b) 590,283 Class A ordinary shares issuable within 60 days of December 31, 2022 upon vesting of restricted share units beneficially owned by the reporting person. |
Mr. Junhua Wu may purchase 1,732,674 Class A ordinary shares upon exercise of options beneficially owned by him within 60 days of December 31, 2022, and 636,630 Class A ordinary shares that are issuable within 60 days of December 31, 2022 upon vesting of restricted share units beneficially owned by Mr. Junhua Wu. Mr. Junhua Wu also beneficially owned 405 Class A ordinary shares as of December 31, 2022. Casvendino Holdings Limited is the record owner of 3,890,369 Class B ordinary shares of the Issuer. It may purchase 1,732,674 Class A ordinary shares upon exercise of options beneficially owned by it within 60 days of December 31, 2022, and 590,283 Class A ordinary shares that are issuable within 60 days of December 31, 2022 upon vesting of restricted share units beneficially owned by Casvendino Holdings Limited. Mr. Junhua Wu is the sole shareholder of Casvendino Holdings Limited, and thereby may be deemed to beneficially own all of the shares held by Casvendino Holdings Limited.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item10. | Certifications |
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 13, 2023
| /s/ Junhua Wu | ||
| Junhua Wu | ||
| Casvendino Holdings Limited | ||
| By: | /s/ Junhua Wu | |
| Name: | Junhua Wu | |
| Title: | Director | |
LIST OF EXHIBITS
| Exhibit | ||
| No. | Description | |
| 99.1 | Joint Filing Agreement |