SecProbe.io

January 15, 2015

Via E -mail
Vincent Wenbin Qiu
Chief Executive Officer
Baozun Cayman, Inc.
Building No. H, No.  1188 Wanrong Road
Zhabei District, Shanghai
The People’s Republic of China  200436

Re: Baozun Cayman Inc.
Draft Registration Statement on Form F-1
Submitted December 18, 2014
  CIK No. 0001625414

Dear Mr. Wenbin Qiu :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your  registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securitie s Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications. Similarly, please
supplementally provide us with any r esearch reports about you that are published or
distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offering.

Vincent Wenbin Qiu
Baozun Cayman Inc.
January 15, 2015
Page 2

 2. Please provide the dollar equivalent amounts for the amounts listed in renminbi
throughout your disclosure.

3. We note references throughout your prospectus to third -party sources, including
iResearch Report, National Bureau of Statistics of China, China Internet Network
Information Center, and Euromonitor International , for statistical, qualitative and
comparative statements contained in your prospectus. Please provide us with copies of
any materials that support third -party statements, ap propriately marked to highlight the
sections relied upon. Please also tell us if any reports , other than the iResearch Report,
were commissioned by you for use in connection with this registration statement and, if
so, please file the consent as an exhibit .

Prospectus Summary, page 1

4. Since investors will be investing in a holding company that does not directly own its
operations in China, please make this clear in the first paragraph of the prospectus
summary under “ Corporate History and Structure.” It mu st be clear that the business you
are describing is not the registrant’s business but is the business of your variable interest
entity.

Our Challenges, page 3

5. Please add a brief description of any risks involved in investing in your ADSs.

Corporate History and Structure, page 4

6. Please add a diagram to the prospectus summary to illustrate your corporate structure and
the place of incorporation of each of your significant subsidiaries and VIE as of the date
of this prospectus.  In this regard, we the note the diagram you have provided on page 59.

7. Please disclose under this heading that as a holding company your ability to pay
dividends depends upon dividends paid to you by your wholly owned subsidiaries and
discuss the significant restrictions on the payment of dividends imposed under PRC law.
In addition, please disclose the circumstances under which the reserve funds of your
subsidiaries and consolidated affiliated entities are distributable as cash dividends to you.

8. We note disclosure throughout y our prospectus that you operate your website through
your VIE. Please briefly describe any material business operations conducted by the other
entities included in the diagram on page 59.

Vincent Wenbin Qiu
Baozun Cayman Inc.
January 15, 2015
Page 3

Risk Factors, page 13

If the PRC government deems that the c ontractual arrangements, page 29

9. Please file as an exhibit to the registration statement Fangda Partners’ legal opinion
referenced here and elsewhere.   Additionally, please ensure that the opinion includes the
analysis and conclusions referenced in your registration statement.

Any failure by our VIE or its shareholders to perform their obligations under our contractual
arrangements with them would have a material and adverse effect on our business, page 31

10. Please expand your risk factor to address the  term and termination provisions of your
contractual arrangements.

11. We note your disclosure on page 60 that your VIE has entered into an equity pledge
agreement. Please clarify whether this equity pledge agreement is required to be
registered with SAIC and  revise this risk factor accordingly.

12. We note your disclosure that “[i]n the event [you] are unable to enforce [y]our
contractual arrangements, [you] may not be able to exert effective control over [y]our
VIE, and [y]our ability to conduct the Maikefeng b usiness may be negatively affected.”
Please expand your discussion to describe what would happen in the event you are unable
to enforce your contractual arrangements and are unable to exert effective control over
your affiliated entities, including a discu ssion of the negative consequence to your
business and potential effect on shareholders.

PRC regulations of loans to PRC entities and direct investment, page 32

13. Please qualify or quantify the “statutory limits” referenced in the second sentence of the
first paragraph under this heading.

Enforceability of Civil Liabilities, page 56

14. Please revise your discussion to make clear what is the “common law doctrine of
obligation.”

Contractual Arrangements with Shanghai Zunyi and its Shareholders, page 60

15. Please include  the duration of these arrangements and any provision related to
termination  of the contractual arrangements between your wholly -owned subsidiary,
Shanghai Baozun and your PRC VIE, Shanghai Zunyi , and its shareholders . Please also
disclose if  true that, if your VIE and its shareholders fail to perform their obligations

Vincent Wenbin Qiu
Baozun Cayman Inc.
January 15, 2015
Page 4

 under the contractual arrangements, you could be limited in your ability to enforce that
contractual arrangements that give you effective control and if you are unable to mainta in
effective control, you may not be able to continue to consolidate the VIEs’ financial
results with your financial results .

16. Please revise to clarify how, through the contractual agreements, you receive economic
benefits generated from the VIE and clarif y, if true,  that this does not mean you actually
receive all of the VIE’s revenues.

Management’s Discussion & Analysis, page 65

17. Please provide the percentage of revenues derived from your VIE, as well as your
expectations for future contributions by your VIE to your revenues (e.g., substantially all
your revenues).

Description of Certain Statements of Operations Items, page 67

Net Revenues, page 67

18. Please expand your disclosure  regarding how you determine the percentage of  GMV that
sellers pay to you and specifically, the average fees that you receive from merchandise
sold on Tmall. In this regard, we note your disclosure on pag e 15 that “[a] substantial
majority of our GMV is derived from merchandise sold or services rendered on the Tmall
marketplace.”

Critical Accounting Policies, page 70

Revenue Recognition, page 70

19. Your disclosures regarding revenues generated by produ ct sales indicate that you
sometimes recognize revenue on a gross basis and you sometimes recognize revenue on a
net basis.  Please describe to us in detail the circumstances under which you recognize
revenue from product sales on a gross basis and the cir cumstances under which you
recognize this revenue on a net basis.  Your response should clearly explain how you
determine whether you take title to these goods from your brand partners prior to selling
them through your online stores and Maikefeng platform  and how you consider any
rights of return you have to your suppliers.  Also tell us what percentage of your product
sales result in gross revenue recognition and what percentage result in net revenue
recognition.  If the vast majority of product sales rev enue is recognized on a gross basis,
please revise your disclosure to clarify this for your investors.

20. We note your disclosure that revenue generated from services is recorded on a net basis.
Please explain to us whether you net any expenses that you i ncur against this revenue line
item or whether all expenses you incur in the provision of services are classified on your

Vincent Wenbin Qiu
Baozun Cayman Inc.
January 15, 2015
Page 5

 statements of operations as operating expenses.  If you net certain expenses against the
“Services” net revenue line item on your stat ements of operations, please describe those
expenses to us to assist us in better understanding your disclosure.

Share -based Compensation, page 72

21. We note that the expected term you have used to measure the fair value of your share
options is the contra ct life of the option, which is 10 years.  With reference to ASC 718 -
10-55, please tell us how you determined this assumption was appropriate, including
describing how you considered your employees’ expected exercise and postvesting
employment termination behavior.  Please also tell us if you performed any sensitivity
analysis regarding other reasonably likely assumptions about the expected term and the
effect of those assumptions on your estimate of share based compensation expense.

Fair value of Our Ordinary Shares, page 73

22. Please revise your critical accounting policy to disclose  in an appropriate location, if true,
that the  estimates used to determine the fair value of your ordinary shares will not be
necessary to determine the f air value of new awards once your  ADS begin trading.

23. We note the large increase in the fair value per ordinary share from the June 28, 2013
valuation to the August 29, 2014 valuation.  We further note your explanation that this
increase was caused by a strong growth in s ales, increased sales of products with higher
margins, the launch of the new business platform and increased GMV.  However, it
appears from your unaudited condensed consolidated statements of operations for the
nine months ended September 30, 2014 and 2013  that total net revenues decreased over
this period and that loss from operations, net loss and net loss per share attributable to
ordinary shareholders increased.  It is also unclear how significantly the increase in GMV
would contribute to the fair value  of your shares given the significant decline in revenue
as a percentage of GMV.  Please further explain to us the 123% increase in the fair value
of your shares in the context of these changes in your results of operations.

24. We note that the volatility as sumption used in the allocation of enterprise value to
preferred and ordinary shares was different than the volatility assumption used to
determine share based compensation expense on page 73.  Please explain to us the reason
for this difference.

Results of Operations, page 79

25. Please revise the analysis of changes in your net revenues or another appropriate location
within MD&A to better explain why your net revenue as a percentage of GMV has
significantly decreased.  In this regard, we note that net reve nue as a percentage of GMV
was 65% in 2012, 58% in 2013, and 44% in the nine months ended September 30, 2014.
Since we assume there is a direct relationship between changes in your product sales and

Vincent Wenbin Qiu
Baozun Cayman Inc.
January 15, 2015
Page 6

 changes in GMV, and since we further assume that much of  your service revenue is
variable based on GMV, it is unclear to us why your GMV has increased at a
significantly faster rate than your total revenue.  Please also disclose whether you expect
this trend to continue in the future, and if so, why.

26. We note t hat your analysis of the changes in your cost of products includes an analysis of
changes in the gross profit margin resulting from your product sales.  Please tell us why
you do not provide a similar analysis of the changes in the gross profit margin resu lting
from your sales of services.  To assist us in understanding this matter, please tell us in
detail how you considered whether you incur any direct costs related to your provision of
services and how you considered presenting a category of expenses tit led cost of services
to comply with Rule 5.03.2 of Regulation S -X.

Liquidity and Capital Resources, page 83

Operating Activities, page 86

27. We note your discussion of increases in your working capital accounts such as accounts
receivable, inventory, and a ccounts payable.  To put these increases into better context,
please tell us how you considered discussing these changes in terms of turnover days.

Investing Activities, page 86

28. We note your disclosure that net cash used in investing activities consisted  primarily of
restricted cash, which includes cash pledged to banks to secure the letters of credit
facilities.  Please tell us and disclose within your discussion of Liquidity the relevant
terms of these letters of credit facilities including the maximum amount that could be
issued and the current amount of letters of credit issued.  Additionally, please tell us
where you have disclosed the terms of these letters of credit facilities within the footnotes
to your financial statements.

Capital Expenditures,  page 87

29. Please add information concerning the principal capital expenditures currently in
progress, including the method of financing. In this regard, we note references throughout
your prospectus to future plans to “invest in [y]our fulfillment infrastr ucture and
technology platform,” “continue to expand your business internationally” and “connect
[y]our BI software with Alimama, Alibaba’s online marketing platform.” See Item 4 of
Form F -1 and Item 5.B.3 of Form 20 -F.

Business, page 95

30. We note the description of the solutions and services you offer, including IT Services,
Store Operations, Digital Marketing, Customer Service, Warehousing and Fulfillment

Vincent Wenbin Qiu
Baozun Cayman Inc.
January 15, 2015
Page 7

 and Maikefeng, in the Overview on page 95 and in more detail beginning on page 100.
We believe your current disclosures may imply that most of your revenue is generated by
providing services to your brand partners.  However, your statements of operations
indicate that more than 80% of your total revenues are from product sales.  Please re vise
the description of your business, both here and within your prospectus summary, to
prominently disclose that the majority of your revenue is generated from product sales
and to describe those product sales.  For example, you may wish to provide a desc ription
of your three business models and a clear statement that the majority of your revenue is
generated under the distribution model both on page 95 and in your prospectus summary.

31. We note your disclosure on page 101 concerning the media services you  provide for your
brand partners.  Please tell us if all revenue from these media  services is recorded as
service revenue on a net basis.

Regulation, page 112

Industry Catalog Relating to Foreign Investment, page 112

32. Please expand your discussion and cl arify the current status of the “higher -level
approvals” required for the goods sold under the consignment and distribution models. In
this regard, we note your disclosure that the sale of goods under the consignment and
distribution models is in the restr icted category of the Guidance Catalog of Industries for
Foreign In