SecProbe.io

February 2 3, 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.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted January 28, 2015
  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  publi cly 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.

Prospectus Summary, page 1

1. Please eliminate the non -reliance language you have added in the last sentence of the
italicized introductory paragraph.

Conventions that Apply to this Prospectus, page 7

2. In your calculation of GMV, please tell us what consideration you give to taxes, such as
value added tax and any related surcharges, and transactions that do not settle .  In
addition, please clarify for us whether there is a distinction in meaning between the term
“total value” used in part (i) of the definition of GMV and the term “full value” used in
part (ii).

Vincent Wenbin Qiu
Baozun Cayman Inc.
February 2 3, 2015
Page 2

 Management’s Discussion and Analysis of Financial Conditio n and Results of Operations, page
68

Descriptions of Certain Statement of Operations Items, page 70

Net revenues, page 70

3. We note your disclosure that you operate based on  three business models: the distribution
model, consignment model, and service fees model.  We also note your disclosure in the
subsequent three paragraphs.  We have the following comments:

 You indicate the model under which you operate for each product or service except
the sale of products in which you act as an agent and earn com mission fees.  Please
revise your disclosure to clearly state which business model is applicable to acting as
an agent for your brand partners’ online sale of products.

 You disclose that you apply the consignment and/or service fees models to your sale
of services including IT, online store operations, marketing, design, warehousing and
fulfillment, payment collection and others.  Please explain to us in reasonable detail
which of these services is operated under the consignment model and how that model
is applied to the applicable service.

 If the consignment model solely applies to the sale of products in which you act as an
agent and earn commission fees, please revise your disclosure to clarify this.

Critical Accounting Policies, page 73

Revenue R ecognition, page 74

4. We note your response to comment 20 from our letter dated January 15, 2015 describing
your analysis of online advertising revenue under ASC 605 -45.  Please address the
following items:

 Please tell us what percentage of your total net revenues was comprised of online
advertising and promotion services that you offered to your brand partners but
fulfilled through third party online media vendors.

 Please explain to us in more detail why you believe you are the primary obligor in
these transaction s.  In this regard, tell us what consideration you gave to the fact that a
decision to purchase online advertising space and/or earlier rank in search engine
results may be partially based on information on the internet user that is provided by
the search engines or third party media vendors.   Please also tell us what
consideration you gave to the fact that the ad is displayed on a website or search
engine that you do not own.

Vincent Wenbin Qiu
Baozun Cayman Inc.
February 2 3, 2015
Page 3

 Please explain to us in more detail your obligations to extend the advertising period or
purchase more online advertising spaces with no additional compensation if pre -
determined results are not achieved.   Specifically, please tell us if this is a contractual
obligation or merely your business practice.   Also tell us how often you agree to pre -
determined results and how often those pre -determined results are not achieved.

 Please explain to us in more detail when brand partners may request  advertisements
be place d on certain host -sites.  Given this request  from your brand p artners , please
also further explain why you believe you have discretion in supplier selection.

 Please tell us your attribution model for revenue recognition, such as whether you
recognize the revenue ratably over a contractual period or on a per -impressi on basis.

 To assist us in better understanding your conclusion that online advertising and
promotion services revenue should be recognized on a gross basis, please provide us
with representative copies of your contracts with your brand partners to provide  these
services.

Results of Operations, page 79

5. We note your response to comment 25 from our letter dated January 15, 2015 and your
additional disclosure on page 71 that net revenues as a percentage of GMV decreased due
to the increase in service revenue s as a percentage of total revenue.  Please revise to
explain in more detail how the increase in service revenue as a percentage of total
revenue explains the decrease in net revenues as a percentage of GMV.  We also note
from your response to comment 19 f rom our letter dated January 15, 2015 that a
decreasing portion of product sales resulted in gross revenue recognition.  Please tell us
to what extent this shift in the assumption of risk for product sales, which results in the
shift from gross presentatio n to net presentation, explains the decrease in net revenues as
a percentage of GMV; if this is a significant factor, please disclose it.

6. We note your response to comment 26 from our letter dated January 15, 2015 and have
the following comments:

 To avoid  confusion for your readers, please consider changing the name of the line
item currently titled “Cost of Products” since this term may be used by other
companies to capture all direct costs of tangible goods sold.  For example, based on
the information co ntained in your response, you may wish to title this line item as
“Inventory Acquisition Costs” to more clearly indicate its limited nature.

 Regardless of whether you change the title of this line item, please revise your
disclosures on page 72 concerni ng the classification of expenses within cost of
products for the following:

Vincent Wenbin Qiu
Baozun Cayman Inc.
February 2 3, 2015
Page 4

 o You currently state, “Cost of products is only recorded for net revenues
generated from product sales.”  Please revise this sentence to clarify its
meaning.  In this regard, since  you record revenue and expenses for product
sales on both a gross and a net basis, it may be unclear why “net revenues
generated from product sales” would result in any expense classified as cost of
products.

o Please provide cautionary disclosure that your classification of expenses may
not be comparable to others, since you classify all of your expenses by nature
rather than presenting costs of goods or services sold separately from
operating expenses.

Business, page 95

7. We note your response to comme nt 30 from our letter January 15, 2015.  While you
added disclosure on page 100 clarifying that more than 70% of your revenue is generated
from product sales, much of your Business section appears to place more emphasis on the
services you offer.  For exam ple, it appears that the disclosures beginning on page 100
under the headings “Our Strengths” and “Our Strategies” primarily relate to your service
offerings.  As another example, we note your detailed disclosures beginning on page 104
under the heading “O ur Service Offerings” and we do not note a similarly detailed
description of your business of purchasing and reselling your brand partners’ products.
Please revise your Business section to provide a more balanced discussion of your
various lines of busine ss.  In this regard, it appears you should give equal or greater
prominence to describing your product sales as compared to your service offerings given
the relative contribution of each to your results.

Consolidated Financial Statements, page F -1

Gener al

8. We note that you have presented audited financial statements as of and for the years
ended December 31, 2013 and December 31, 2012 and unaudited interim financial
statements as of and for the nine months ended September 30, 2014 and 2013.  Please tell
us how you have  compl ied with the requirement of Item 8.A.4 of Form 20 -F that in the
case of the company's initial public offering, the audited financial statements also shall be
as of a date not older than 12 months at  the time the document is filed, or u pdate your
audited financial statements.

Segment and Geographic Information, page F -33

9. We note your response to comment 42 from our letter dated January 15, 2015 that you do
not track revenue by different types of products .  If providing revenue by produ ct
category is impracticable, please disclose that fact.   Refer to A SC 280 -10-50-40.

Vincent Wenbin Qiu
Baozun Cayman Inc.
February 2 3, 2015
Page 5

You may contact Lisa Sellars, Staff Accountant, at (202) 551 -3348, or Jennifer
Thompson, Accounting Branch Chief, at (202) 551 -3737 if you have questions regarding
comments on the financial statements and related matters. Please contact Jennifer L ópez, Staff
Attorney, at (202 ) 551 -3792, or Mara Ransom, Assistant Director, at (202) 551 -3720 with any
other questions .

Sincerely,

 /s/ Jennifer Thompson  for

Mara L. Ransom
Assistant Director

cc: Karen M. Yan, Esq.
 Latham & Watkins LLP