On 28 August 2026, Baozun Inc. (Baozun) issued 852,000 restricted share units (RSUs) under its 2022 Share Incentive Plan, representing 0.49 % of the company’s outstanding share capital, excluding treasury shares.
The allocation is as follows:
• Chief Executive Officer and Director Vincent Wenbin Qiu: 174,000 RSUs (0.10 %) • Director Bin Yu: 18,000 RSUs (0.01 %) • Five key employees: 660,000 RSUs (0.38 %)
Each RSU corresponds to one Class A ordinary share, or one-third of an American Depositary Share (ADS). No purchase price is required from the grantees. The reference market prices on the grant date were HK$7.72 per share on the Hong Kong Stock Exchange and US$3.02 per ADS on Nasdaq.
Vesting schedules are performance-linked: • Mr. Qiu’s entire grant vests on 28 February 2027, subject to performance targets. • Ms. Yu’s RSUs vest in two tranches—7,500 on 21 May 2029 and 10,500 on 21 May 2030. • Employee grants vest 75 % on 28 August 2029 and 25 % on 28 August 2030.
Clawback provisions allow forfeiture for policy breaches, misconduct, gross negligence, or actions detrimental to the company.
The board, compensation committee, and independent directors approved the awards; directors abstained from voting on their own grants. The grants do not exceed individual or aggregate limits under Hong Kong Listing Rule 17.03D and do not require shareholder approval.
After the issuance, 16.59 million shares remain available for future awards under the 2022 Plan, including 5.23 million reserved for service providers.
Baozun operates with a weighted-voting share structure: each Class A share carries one vote, while each Class B share carries ten.