UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2022

Commission File Number: 001-37385

Baozun Inc.

No. 1-9, Lane 510, West Jiangchang Road

Shanghai 200436

The People’s Republic of China

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 26, 2022

Exhibit Index

Exhibit 99.1 — Press Release

Exhibit 99.1

Baozun Announces First Quarter 2022 Unaudited Financial Results

SHANGHAI, China, May 26, 2022 (GLOBE NEWSWIRE) -- Baozun Inc. (Nasdaq: BZUN and HKEX: 9991) (“Baozun” or the “Company”), the leading brand e-commerce service partner that helps brands execute their e-commerce strategies in China, today announced its unaudited financial results for the first quarter ended March 31, 2022.

First Quarter 2022 Financial Highlights

¹ This announcement contains translations of certain Renminbi (RMB) amounts into U.S. dollars (US$) at a specified rate solely for the convenience of the reader. Unless otherwise noted, the translation of RMB into US$ has been made at RMB6.3393 to US$1.00, the noon buying rate in effect on March 31, 2022 as set forth in the H.10 Statistical Release of the Federal Reserve Board.

² Non-GAAP income (loss) from operations is a non-GAAP financial measure, which is defined as income (loss) from operations excluding share-based compensation expenses and amortization of intangible assets resulting from business acquisition.

³ Non-GAAP net income (loss) attributable to ordinary shareholders of Baozun Inc. is a non-GAAP financial measure, which is defined as net income (loss) attributable to ordinary shareholders of Baozun Inc. excluding share-based compensation expenses, amortization of intangible assets resulting from business acquisition and unrealized investment loss.

⁴ Each ADS represents three Class A ordinary shares.

⁵ Basic and diluted non-GAAP net income (loss) attributable to ordinary shareholders of Baozun Inc. per ADS are non-GAAP financial measures, which are defined as non-GAAP net income (loss) attributable to ordinary shareholders of Baozun Inc. divided by weighted average number of shares used in calculating basic and diluted net income (loss) per ordinary share multiplied by three, respectively.

First Quarter 2022 Operational Highlights

Mr. Vincent Qiu, Chairman and Chief Executive Officer of Baozun, commented, “To date, 2022 has been quite unique, as we are witnessing increasing macro weakness and uncertainties impacting consumer spending sentiment. In spite of the external challenges, our strategic business development efforts continued to bear fruits with faster brand acquisition, and we further expanded service scope with higher revenue contributions from value-added services and accelerated progress in emerging channels. Our ongoing efforts in category diversification, portfolio optimization and technology innovations have greatly helped us to enhance resilience, and we continue to proactively explore additional growth drivers to enhance value creation.”

“Since March, there have been strict lockdowns and challenging disruptions in relation to the latest Omicron outbreak in several cities in China, including Shanghai where Baozun is headquartered. Thanks to our established digital operating systems, solid technology infrastructures, strategically located warehouses, and expanding regional service centers, we were able to minimize disruptions. Our adaptability, reliability and accountability have rewarded us with great credit from our brand partners. Notwithstanding the short-term turbulence, we are confident in our value proposition, and we will conduct our business with courage, responsibility, intelligence and agility, to protect the interests of the company, and all shareholders.”

Mr. Arthur Yu, Chief Financial Officer of Baozun, commented, “Despite some macro turbulence, I’m pleased that Baozun’s business delivered a durable top line, of which, service revenues grew by 24.3% year-over-year and achieved a non-GAAP income from operations of RMB4.7 million. It is encouraging that, although revenue from online store operation decreased, our value-added services including digital marketing and IT solutions delivered high double-digit growth year-over-year. In light of the macro-uncertainties, our financial management’s priority and focus will be on business efficiency, cash flow management and cost control. With a solid balance sheet and a strong brand pipeline, we remain confident about our long-term business prospects and strategy.”

⁶ GMV includes value added tax and excludes (i) shipping charges, (ii) surcharges and other taxes, (iii) value of the goods that are returned and (iv) deposits for purchases that have not been settled.

⁷ Distribution GMV refers to the GMV under the distribution business model.

⁸ Non-distribution GMV refers to the GMV under the service fee business model and the consignment business model.

First Quarter 2022 Financial Results

Total net revenues were RMB1,984.2 million (US$313.0 million), a decrease of 1.8% from RMB2,020.5 million in the same quarter of last year. The decrease in total net revenue was mainly due to a reduction in revenue from online store operations, as a result of weaker macro-economics and consumption sentiment, and a reduction in product sales revenue, largely offset by the increase in value-added services, such as digital marketing and IT solution services.

The following table sets forth a breakdown of our revenues by segment and key categories⁹ for the periods indicated:

Product sales revenue was RMB680.8 million (US$107.4 million), a decrease of 29.9% from RMB971.8 million in the same quarter of last year. The decrease was primarily attributable to the Company’s optimization of its product portfolio in distribution model, resulting in sales contraction in electronics and appliances categories.

Services revenue was RMB1,303.3 million (US$205.6 million), an increase of 24.3% from RMB1,048.7 million in the same quarter of last year. The increase was primarily attributable to incremental revenue contribution of RMB205.3 million (US$32.4 million) from the Company’s acquisitions made in the past twelve months, and increasing revenue contribution from digital marketing and IT solutions services.

Total operating expenses were RMB 2,025.3 million (US$319.5 million), compared with RMB1,967.6 million in the same quarter of last year.

⁹ Key categories refer to the categories that accounted for more than 5% of the Company’s total net revenues during the first quarter of 2022.

Loss from operations was RMB41.2 million (US$6.5 million), compared with income from operations of RMB52.9 million in the same quarter of last year. Operating margin was negative 2.1%, compared with 2.6% in the same quarter of last year.

Non-GAAP income from operations was RMB4.7 million (US$0.7 million), compared with RMB75.8 million in the same quarter of last year. Non-GAAP operating margin was 0.2%, compared with 3.7% in the same quarter of last year.

Unrealized investment loss was RMB82.0 million (US$12.9 million), compared with RMB 37.4 million in the same quarter of last year. The increase of unrealized investment loss was mainly due to a decrease in the trading price of iClick Interactive Asia Group Limited, or iClick Interactive, a public company listed on the Nasdaq Global Market that the Company invested in January 2021.

Net loss attributable to ordinary shareholders of Baozun Inc. was RMB122.4 million (US$19.3 million), compared with net income attributable to ordinary shareholders of Baozun Inc. of RMB1.3 million in the same quarter of last year.

Basic and diluted net loss attributable to ordinary shareholders of Baozun Inc. per ADS were both RMB1.87 (US$0.29), compared with basic and diluted net income attributable to ordinary shareholders of Baozun Inc. of both RMB0.02, for the same period of 2021.

Non-GAAP net income attributable to ordinary shareholders of Baozun Inc. was RMB1.2 million (US$0.2 million), compared with RMB61.2 million in the same quarter of last year.

Basic and diluted non-GAAP net income attributable to ordinary shareholders of Baozun Inc. per ADS were both RMB0.02 (US$0.00), compared with RMB0.83 and RMB0.82, respectively, for the same period of 2021.

As of March 31, 2022, the Company had RMB3,375.7 million (US$532.5 million) in cash, cash equivalents, and restricted cash, compared with RMB4,699.8 million as of December 31, 2021.

Update in Share Repurchase Programs

On March 25, 2022, the Board of Directors approved a new share repurchase program for up to US$80 million worth of the Company’s shares in the next 12 months. During the first quarter of 2022, the Company repurchased approximately 2.3 million of ADSs for approximately US$19.9 million under its share repurchase program.

Conference Call

The Company will host a conference call to discuss the earnings at 8:00 a.m. Eastern Time on Thursday, May 26, 2022 (8:00 p.m. Beijing time on the same day).

Due to the outbreak of COVID-19, operator assisted conference calls are not available at the moment. All participants wishing to attend the call must preregister online before they can receive the dial-in numbers. Preregistration may require a few minutes to complete. The Company would like to apologize for any inconvenience caused by not having an operator as a result of COVID-19.

Participants can register for the conference call by navigating to http://apac.directeventreg.com/registration/event/2982048. Once preregistration has been completed, participants will receive dial-in numbers, the passcode, and a unique access PIN.

To join the conference, simply dial the number in the calendar invite you receive after preregistering, enter the passcode followed by your PIN, and you will join the conference instantly.

A telephone replay of the call will be available after the conclusion of the conference call through 09:59 p.m. Beijing Time, June 2, 2022.

Dial-in numbers for the replay are as follows:

A live and archived webcast of the conference call will be available on the Investor Relations section of Baozun’s website at http://ir.baozun.com/.

Use of Non-GAAP Financial Measures

The Company also uses certain non-GAAP financial measures in evaluating its business. For example, the Company uses non-GAAP income (loss) from operations, non-GAAP operating margin, non-GAAP net income (loss), non-GAAP net margin, non-GAAP net income (loss) attributable to ordinary shareholders of Baozun Inc. and non-GAAP net income (loss) attributable to ordinary shareholders of Baozun Inc. per ADS, as supplemental measures to review and assess its financial and operating performance. The presentation of these non-GAAP financial measures is not intended to be considered in isolation, or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. Non-GAAP income (loss) from operations is income (loss) from operations excluding the impact of share-based compensation expenses and amortization of intangible assets resulting from business acquisition. Non-GAAP operating margin is non-GAAP income from operations as a percentage of total net revenues. Non-GAAP net income (loss) is net income (loss) excluding the impact of share-based compensation expenses and amortization of intangible assets resulting from business acquisition and unrealized investment loss. Non-GAAP net margin is non-GAAP net income as a percentage of total net revenues. Non-GAAP net income (loss) attributable to ordinary shareholders of Baozun Inc. is net income (loss) attributable to ordinary shareholders of Baozun Inc. excluding the impact of share-based compensation expenses and amortization of intangible assets resulting from business acquisition and unrealized investment loss. Non-GAAP net income (loss) attributable to ordinary shareholders of Baozun Inc. per ADS is non-GAAP net income (loss) attributable to ordinary shareholders of Baozun Inc. divided by weighted average number of shares used in calculating net income (loss) per ordinary share multiplied by three.

The Company presents the non-GAAP financial measures because they are used by the Company’s management to evaluate the Company’s financial and operating performance and formulate business plans. Non-GAAP income (loss) from operations enables the Company’s management to assess the Company’s financial and operating results without considering the impact of share-based compensation expenses and amortization of intangible assets resulting from business acquisition. Non-GAAP net income (loss) enables the Company’s management to assess the Company’s financial and operating results without considering the impact of share-based compensation expenses and amortization of intangible assets resulting from business acquisition and unrealized investment loss. Such items are non-cash expenses that are not directly related to the Company’s business operations. Share-based compensation expenses represent non-cash expenses associated with share options and restricted share units the Company grants under the share incentive plans. Amortization of intangible assets resulting from business acquisition represents non-cash expenses associated with intangible assets acquired through one-off business acquisition. Unrealized investment loss represents non-cash expenses associated with the change in fair value of the equity investment. The Company also believes that the use of the non-GAAP measures facilitates investors’ assessment of the Company’s financial and operating performance.

The non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. The non-GAAP financial measures have limitations as analytical tools. One of the key limitations of using non-GAAP income (loss) from operations, non-GAAP net income (loss), non-GAAP net income (loss) attributable to ordinary shareholders of Baozun Inc., and non-GAAP net income (loss) attributable to ordinary shareholders of Baozun Inc. per ADS is that they do not reflect all items of income and expense that affect the Company’s operations. Share-based compensation expenses and amortization of intangible assets resulting from business acquisition and unrealized investment loss have been and may continue to be incurred in the Company’s business and is not reflected in the presentation of non-GAAP income (loss) from operations and non-GAAP net income (loss). Further, the non-GAAP measures may differ from the non-GAAP measures used by other companies, including peer companies, potentially limiting the comparability of their financial results to the Company’s. In light of the foregoing limitations, the non-GAAP income (loss) from operations, non-GAAP operating margin, non-GAAP net income (loss), non-GAAP net margin, non-GAAP net income (loss) attributable to ordinary shareholders of Baozun Inc. and non-GAAP net income (loss) attributable to ordinary shareholders of Baozun Inc. per ADS for the period should not be considered in isolation from or as an alternative to income (loss) from operations, operating margin, net income (loss), net margin, net income (loss) attributable to ordinary shareholders of Baozun Inc. and net income (loss) attributable to ordinary shareholders of Baozun Inc. per ADS, or other financial measures prepared in accordance with U.S. GAAP.

The Company compensates for these limitations by reconciling the non-GAAP financial measures to the nearest U.S. GAAP performance measures, which should be considered when evaluating the Company’s performance. For reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures, please see the section of the accompanying tables titled, “Reconciliations of GAAP and Non-GAAP Results.”

Safe Harbor Statements

This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “potential,” “continue,” “ongoing,” “targets,” “guidance,” “going forward,” “outlook” and similar statements. Statements that are not historical facts, including quotes from management in this announcement and statements about the Company’s strategies and goals, are or contain forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Company’s operations and business prospects; the Company’s business and operating strategies and its ability to implement such strategies; the Company’s ability to develop and manage its operations and business; competition for, among other things, capital, technology and skilled personnel; the Company’s ability to control costs; the Company’s dividend policy; changes to regulatory and operating conditions in the industry and geographical markets in which the Company operates; and other risks and uncertainties. Further information regarding these and other risks, uncertainties or factors is included in the Company’s filings with the U.S. Securities and Exchange Commission and the Company’s announcements, notice or other documents published on the website of The Stock Exchange of Hong Kong Limited. All information provided in this press release is as of the date of this press release and is based on assumptions that the Company believes to be reasonable as of this date, and the Company does not undertake any obligation to update any forward-looking statement, except as required under the applicable law.

About Baozun Inc.

Baozun Inc. is the leader and a pioneer in the brand e-commerce service industry in China. Baozun empowers a broad and diverse range of brands to grow and succeed by leveraging its end-to-end e-commerce service capabilities, omni-channel coverage and technology-driven solutions. Its integrated one-stop solutions address all core aspects of the e-commerce operations covering IT solutions, online store operations, digital marketing, customer services, and warehousing and fulfillment.

For more information, please visit http://ir.baozun.com.

For investor and media inquiries, please contact:

Baozun Inc.

Ms. Wendy Sun

Email: ir@baozun.com

(1) Share-based compensation expenses are allocated in operating expenses items as follows:

(2) Including amortization of intangible assets resulting from business acquisition, which amounted to RMB0.4 million and RMB10.8 million for the three months period ended March 31, 2021 and 2022, respectively.

(3) Including income tax benefits of RMB0.1 million and RMB2.2 million related to the reversal of deferred tax liabilities, which was recognized on business acquisition for the three months period ended March 31, 2021 and 2022, respectively.