SecProbe.io

May 13, 2015

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

Re: Baozun Inc.
Amendment No. 2 to Registration Statement on Form F -1
Filed May 8, 2015
  File No. 333-203477

Dear Mr. Wenbin Qiu :

We have reviewed your 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 amending your registration statement and providing the
requested information .  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 any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.   Unless we note
otherwise, our references to prior comments are to comments in our May 4, 2015 letter.

Capitalization, page 5 7

1. We note your presentation of ordinary shares within your Capitaliz ation table and have
the following comments:

 We note your narrative disclosure quantifying the number of Class A and Class B
shares issued and outstanding on a pro forma basis .  Please provide similar disclosure
quantifying the number of Class A and Class  B shares issued and outstanding on a
pro forma as adjusted basis.

 We note that in the pro forma and pro forma as adjusted columns you continue to
present all  ordinary shares in one line item.  To assist your investors in easily
understanding your capital  structure following your offering, please apply the

Vincent Wenbin Qiu
Baozun Inc.
May 13, 2015
Page 2

 disclosure guidance in Rule 5 -02(29) of Regulation S -X to your presentation of
ordinary shares in this Capitalization table.  In doing so, separately show the RMB
and USD amount s attributable to  each of Class A  shares  and Class B shares and
indicate that Class B shares are  convertible into Class A shares .  This information
may be most easily understood if Class A shares and Class B shares are presented as
two separate line items .

Dilution, page 59

2. We note your presentation of net tangible book value as of March 31, 2015 of $2.66 per
ordinary share and $7.98 per ADS.  Please tell us why you believe this calculation and
presentation is appropriate as it appears to overstate the am ount of net tangible boo k
value each ordinary shareholder has rights to given the rights of the convertible
redeemable preferred shareholders to a pro rata share of the net tangible book value.

Selected Consolidated Financial and Other Data, page 68

3. Please refer to the pro forma as adjusted balance sheet information presented on page 70
and also in  Summ ary Consolidated Financial and Operating Data on page 14 .  Please
revise the amount of Shareholders’ equity/(deficit) in the USD column as of March 31,
2015.  In this regard, it appears the amount should be $207,521 instead of $1,286,423 .

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, page 88

4. Please refer to your analysis of net revenues at  the top of page 89 and respond to the
following comments:

 Please revise your explanation for the significant increase in net revenues to more
clearly describe the increase or decrease  attributable to changes in pricing, the
increase or decrease  attributa ble to changes in volume and the increase or decrease
attributable to changes in the types of products or services being sold.  Since you
provide separate explanations for the change in revenues generated from product
sales and the change in revenues gener ated from services, please apply this comment
both to revenue from products and revenue from services.  For example, it appears the
79% net increase in revenue from product sales may result from  a combination of
lower pricing which would decrease revenue a nd higher volume  which would
increase revenue .  Refer to Item 303(a)(3)(iii) of Regulation S -K.  Also clearly
identify any known material reasons underlying the changes in pricing, volume or the
types of products or services being sold to provide sufficien t insight for a reader to
see the business through the eyes of management and to ascertain the likelihood that
past results are indicative of future results.

Vincent Wenbin Qiu
Baozun Inc.
May 13, 2015
Page 3

  Please tell us why you indicate the increase in net revenue s from services was
partially the res ult of the increase in the number of your brand partners from 78 to 94.
Specifically, explain to us how brand partners who do not contribute to your GMV
have an impact on your revenue and why it would not be more appropriate to refer to
the increase in th e number of your GMV brand partners.

 Please tell us why you indicate the increase in net revenues from services was
partially the result of the increase in GMV of your brand partners.  In this regard, we
note the disclosure elsewhere in your filing that  you earn revenue for services as a
combination of fixed fees and variable fees.  While the increase in GMV appears to
explain the increase in the portion of service revenue from variable fees, it does not
appear to explain the increase in the portion of s ervice revenue from fixed fees.
Please revise your disclosure to better explain this matter.

 Please also apply this comment to your analysis of net revenues for the annual periods
as applicable.

5. Please provide a  narrative  analysis of the change in your income tax benefit (expenses)
either as part of your analysis of net income or under a separate heading.  In this regard,
please explain what changed that caused you to record an income tax benefit during the
interim period of 2015 with a view to indicating whether management expects to
continue to record income tax benefits in the future.  We believe this is important
information to your investors since your income tax benefit comprised about half of your
2015 net income.

Liquidity and Capital Resources, page 95

6. You disclose on page 96 that your accounts receivables turnover days increased from 39
days in 2014 to 47 days in the three months ended March 31, 2015.  You further disclose
that this increase was “due to the incre ase in revenues generated from services which
have a longer credit period than product sales.”  It is unclear to us how this explanation
fully explains the increase in turnover days from 2014 to the interim period in 2015 since
service  revenue s remained a consistent percentage of total revenues.  In light of the fact
that accounts receivable comprises over 31% of your total assets, p lease explain this
matter to us in detail or revise your filing to more fully explain this increase in turnover
days to your i nvestors.   Additionally, please tell us in your response the RMB amount of
your March 31, 2015 accounts receivable that has been collected as of the most recent
practicable date.

Description of American Depositary Shares, page 159

7. We note your risk facto r on page 48 that “[y]our ADSs will give [you] a discretionary
proxy.” However, your disclosure on page 163 states that “[t]he depositary will only vote

Vincent Wenbin Qiu
Baozun Inc.
May 13, 2015
Page 4

 or attempt to vote as you instruct.” Please revise your disclosures to ensure consistency
throughout yo ur filing.

Financial Statements for the Three Months Ended March 31, 2015

Unaudited Condensed Consolidated Balance Sheets, page F -47

8. We note your narrative description of the number of ordinary shares issued and
outstanding as of March 31, 2015 on a pro forma basis.  Since you will have two classes
of ordinary shares  following this offering , please revise this disclosure to separately
quantify the number of pro forma shares issued and outstanding for each of Class A
shares and Class B shares  and to indicate that Class B shares are convertible into Class A
shares.  Alternatively, we will not object if you present this information within N ote 2(i)
“Pro forma information.”

Exhibit 5.1

9. Please have counsel revise its opinion to remove the assumption in clause 2.3. Please note
it is inappropriate for counsel to include in its opinion assumptions that are overly broad,
that assume away the rel evant issue or that assume any of the material facts underlying
the opinion or any readily ascertainable facts.  Please see Section II.B.3.a. of Staff Legal
Bulletin No. 19.

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 López, Staff
Attorney, at (202) 551 -3792, or me at (202) 551 -3720 with any other questions .

Sincerely,

 /s/ Mara L. R ansom

Mara L. Ransom
Assistant Director

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