| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 10
)*
|
Baozun Inc. (Name of Issuer) |
Class A ordinary shares, par value US$0.0001 per share (Title of Class of Securities) |
06684L103 (CUSIP Number) |
12/31/2024 (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) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 06684L103 |
| 1 | Names of Reporting Persons Jesvinco Holdings Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization VIRGIN ISLANDS, BRITISH | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 9,410,379.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
Notes to Rows 5, 7, and 9: This represents 9,410,369 Class B ordinary shares and ten Class A ordinary shares directly held by Jesvinco Holdings Limited as of December 31, 2024.
Note to Row 11: Based on 161,337,586 Class A ordinary shares (excluding the 51,091,722 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, 2024, 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.
SCHEDULE 13G |
| CUSIP No. | 06684L103 |
| 1 | Names of Reporting Persons Vincent Wenbin Qiu | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CHINA | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 13,029,745.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 7.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
Notes to Rows 5, 7, and 9: Mr. Vincent Wenbin Qiu may be deemed to have beneficial ownership over (i) 9,410,369 Class B ordinary shares and ten Class A ordinary shares held by Jesvinco Holdings Limited as of December 31, 2024, (ii) 2,768,559 Class A ordinary shares issuable within 60 days of December 31, 2024 upon vesting of restricted share units beneficially owned by Mr. Vincent Wenbin Qiu and (iii) 850,807 Class A ordinary shares beneficially owned by Mr. Vincent Wenbin Qiu as of December 31, 2024.
Note to Row 11: Based on 161,337,586 Class A ordinary shares (excluding the 51,091,722 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, 2024, 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 Class A ordinary shares issuable within 60 days of December 31, 2024 upon vesting of restricted share units beneficially owned by Mr. Vincent Wenbin Qiu 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.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Baozun Inc. | |
| (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: Vincent Wenbin Qiu
Jesvinco Holdings Limited
This Schedule 13G/A is being filed jointly by Mr. Vincent Wenbin Qiu and Jesvinco Holdings Limited (collectively, the "Reporting Persons"). Pursuant to the Joint Filing Agreement filed with this Schedule 13G/A as Exhibit 99.1, the Reporting Persons have agreed to file this Schedule 13G/A jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. | |
| (b) | Address or principal business office or, if
none, residence: The address of the principal business office of Mr. Vincent Wenbin Qiu is No. 1-9, Lane 510, West Jiangchang Road, Shanghai 200436, the People's Republic of China.
The registered address of Jesvinco Holdings Limited is ICS Corporate Services (BVI) Limited, Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands. | |
| (c) | Citizenship: Vincent Wenbin Qiu: People's Republic of China
Jesvinco Holdings Limited: British Virgin Islands | |
| (d) | Title of class of securities: Class A ordinary shares, par value US$0.0001 per share | |
| (e) | CUSIP No.: 06684L103 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: The information required by Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference.
Mr. Vincent Wenbin Qiu may purchase 2,768,559 Class A ordinary shares are issuable within 60 days of December 31, 2024 upon vesting of restricted share units beneficially owned by Mr. Vincent Wenbin Qiu. Mr. Vincent Wenbin Qiu also beneficially owned 850,807 Class A ordinary shares as of December 31, 2024. Jesvinco Holdings Limited is the record owner of 9,410,369 Class B ordinary shares and ten Class A ordinary shares of the Issuer. Mr. Vincent Wenbin Qiu is the sole shareholder of Jesvinco Holdings Limited, and thereby may be deemed to beneficially own all of the shares held by Jesvinco Holdings Limited. | |
| (b) | Percent of class: The information required by Item 4(b) is set forth in Row 11 of the cover page for each Reporting Person and is incorporated herein by reference.
The percentage is calculated based on 161,337,586 Class A ordinary shares (excluding the 51,091,722 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, 2024. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: The information required by this item 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the
vote: The information required by this item 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the
disposition of: The information required by this item 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the
disposition of: The information required by this item 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the 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
| ||
| Item 10. | 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. |
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|
Exhibit
Information |
Joint Filing Agreement (incorporated by reference to Exhibit 99.1 of Schedule 13G (File No. 005-89353) filed with the Securities and Exchange Commission on February 16, 2016) |