SecProbe.io

August 6, 2024
Arthur Yu
Chief Financial Officer
Baozun Inc.
No. 1-9, Lane 510
West Jiangchang Road
Shanghai, China 200436
Re:Baozun Inc.
Form 20-F for the Fiscal Year Ended December 31, 2023
File No. 001-37385
Dear Arthur Yu:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2023
Certain Defined Terms, page 1
1.We note that your definition of "China" and "PRC" excludes Hong Kong. Revise to
clarify that the “legal and operational” risks associated with operating in China also apply
to operations in Hong Kong. This disclosure could appear in the definition itself or in an
appropriate discussion of legal and operational risks.
Our Corporate Structure and Contractual Arrangements with our VIE, page 3
2.Clearly disclose how you will refer to the holding company, subsidiaries, and VIEs when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations. Refrain from using terms such as “we” or “our” when describing
activities or functions of a VIE. For example, disclose, if true, that your subsidiaries
and/or the VIE conduct operations in China, that the VIE is consolidated for accounting
purposes but is not an entity in which you own equity, and that the holding company does
not conduct operations.

August 6, 2024
Page 2
3.We note your disclosure concerning your VIE arrangements. Please augment your
disclosure to state that this structure involves unique risks to investors. If true, disclose
that these contracts have not been tested in court. Explain whether the VIE structure is
used to provide investors with exposure to foreign investment in China-based companies
where Chinese law prohibits direct foreign investment in the operating companies, and
disclose that investors may never hold equity interests in the Chinese operating company.
We note your disclosure that "government actions causes us to lose our right to direct the
activities of Shanghai Zunyi." Your disclosure should acknowledge that Chinese
regulatory authorities could disallow this structure, which would likely result in a material
change in your operations and/or a material change in the value of your securities,
including that it could cause the value of such securities to significantly decline or become
worthless.
4.We note your disclosure at the top of page 4, "Our business and operations are primarily
based in the PRC, and are governed by PRC laws, rules and regulations, and the
interpretation and enforcement of these laws, rules and regulations involve uncertainties
and can be inconsistent and unpredictable." Please augment your disclosure to make clear
whether these risks could significantly limit or completely hinder your ability to offer or
continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless. Your disclosure should address how recent
statements and regulatory actions by China’s government, such as those related to the use
of variable interest entities and data security or anti-monopoly concerns, have or may
impact the company’s ability to conduct its business, accept foreign investments, or list on
a U.S. or other foreign exchange.
5.Please disclose clearly that the company uses a structure that involves a VIE based in
China and what that entails, and provide a diagram of the company’s corporate structure,
identifying the person or entity that owns the equity in each depicted entity. Describe all
contracts and arrangements through which you claim to have economic rights and
exercise control that results in consolidation of the VIE’s operations and financial results
into your financial statements. Identify clearly the entity in which investors have their
interest and the entity(ies) in which the company’s operations are conducted. Describe the
relevant contractual agreements between the entities and how this type of corporate
structure may affect investors and the value of their investment, including how and why
the contractual arrangements may be less effective than direct ownership and that the
company may incur substantial costs to enforce the terms of the arrangements. Disclose
the uncertainties regarding the status of the rights of the Cayman Islands holding company
with respect to its contractual arrangements with the VIE, its founders and owners, and
the challenges the company may face enforcing these contractual agreements due to legal
uncertainties and jurisdictional limits.
We note your disclosure that the Cayman Islands holding company controls and receives
the economic benefits of the VIE’s business operations through contractual agreements
between the VIE and your Wholly Foreign-Owned Enterprise (WFOE) and that those
agreements are designed to provide your WFOE with the power, rights, and obligations
equivalent in all material respects to those it would possess as the principal equity holder
of the VIE. We also note your disclosure that the Cayman Islands holding company is the
primary beneficiary of the VIE. However, neither the investors in the holding company 6.

August 6, 2024
Page 3
nor the holding company itself have an equity ownership in, direct foreign investment in,
or control of, through such ownership or investment, the VIE. Accordingly, please refrain
from implying that the contractual agreements are equivalent to equity ownership in the
business of the VIE. Any references to control or benefits that accrue to you because of
the VIE should be limited to a clear description of the conditions you have satisfied for
consolidation of the VIE under U.S. GAAP. Additionally, your disclosure should clarify
that you are the primary beneficiary of the VIE for accounting purposes. Please also
disclose, if true, that the VIE agreements have not been tested in a court of law.
7.Disclose in this section how regulatory actions related to data security or anti-monopoly
concerns in Hong Kong have or may impact the company’s ability to conduct its business,
accept foreign investment or list on a U.S./foreign exchange.
The Holding Foreign Companies Accountable Act, page 4
8.Please disclose the location of your auditor’s headquarters.
Cash Transfers and Dividend Distribution, page 5
9.Please amend your disclosure here and in the summary risk factors and risk factors
sections to state that, to the extent cash or assets in the business is in the PRC/Hong Kong
or a PRC/Hong Kong entity, the funds or assets may not be available to fund operations or
for other use outside of the PRC/Hong Kong due to interventions in or the imposition of
restrictions and limitations on the ability of you, your subsidiaries, or the consolidated
VIEs by the PRC government to transfer cash or assets. Provide a cross-reference to the
consolidated financial statements.
10.Where you discuss the limitations on your ability to transfer cash, address restrictions on
the convertibility of Renminbi.
11.To the extent you have cash management policies that dictate how funds are transferred
between you, your subsidiaries, the consolidated VIEs or investors, summarize the
policies and disclose the source of such policies (e.g., whether they are contractual in
nature, pursuant to regulations, etc.); alternatively, state that you have no such cash
management policies that dictate how funds are transferred.
Permissions Required from the PRC Authorities for Our Operations, page 5
12.We note your disclosure that "We currently hold all material licenses and permits required
for our business operations, including a value -added telecommunication license..." Please
revise to list each permit and approval required to operate your business and to offer
securities to foreign investors. Your disclosure should not be qualified by materiality, and
it should speak to permissions required to offer securities to foreign investors, not just to
conduct your operations.
State whether you, your subsidiaries, or VIEs are currently covered by permissions
requirements from the CSRC, CAC or any other governmental agency that is required to
approve the VIE’s operations, and state affirmatively whether you have received all
requisite permissions or approvals and whether any permissions or approvals have been
denied. In this regard, your disclosure appears to only speak to the past. In your revised
disclosure, clarify whether you relied on an opinion of counsel with respect to your
conclusions regarding the required permissions and approvals to operate your business 13.

August 6, 2024
Page 4
and to offer securities to investors. If not, state as much and explain why such an opinion
was not obtained. Please also describe the consequences to you and your investors if you,
your subsidiaries, or the VIEs: (i) do not receive or maintain such permissions or
approvals, (ii) inadvertently conclude that such permissions or approvals are not required,
or (iii) applicable laws, regulations, or interpretations change and you are required to
obtain such permissions or approvals in the future.
D. Risk Factors, page 7
14.Include risk factor disclosure explaining whether there are laws/regulations in Hong
Kong that result in oversight over data security, how this oversight impacts the company’s
business and the offering, and to what extent the company believes that it is compliant
with the regulations or policies that have been issued.
Financial Information Related to Our VIE, page 8
15.Please revise your condensed consolidated financial schedules to include a separate
column for the WFOE and also revise the schedule to present major line items, including
cost of products.
Summary of Risk Factors, page 11
16.In your summary of risk factors, please disclose the risks that your corporate structure and
being based in or having the majority of the company’s operations in China poses to
investors. In particular, describe the significant regulatory, liquidity, and enforcement
risks with cross-references to the more detailed discussion of these risks in the prospectus.
For example, specifically discuss risks arising from the legal system in China, including
risks and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of the
securities you are registering for sale. Acknowledge any risks that any actions by the
Chinese government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
Substantial uncertainties exist with respect to the PRC laws and regulations relating to
cybersecurity..., page 33
17.In light of recent events indicating greater oversight by the CAC over data security,
particularly for companies seeking to list on a foreign exchange, please revise your
disclosure to explain how this oversight impacts your business and your offering and to
what extent you believe that you are compliant with the regulations or policies that have
been issued by the CAC to date.

August 6, 2024
Page 5
If the PRC government deems that the contractual arrangements in relation to Shanghai Zunyi do
not comply with PRC ..., page 39
18.Please revise your risk factors to acknowledge that if the PRC government determines that
the contractual arrangements constituting part of the VIE structure do not comply with
PRC regulations, or if these regulations change or are interpreted differently in the future,
your securities may decline in value or become worthless if the determinations, changes,
or interpretations result in your inability to assert contractual control over the assets of
your PRC subsidiaries or the VIEs that conduct all or substantially all of your operations.
Changes in the political and economic policies of the PRC government may materially and
adversely affect our business, ..., page 43
19.Given the Chinese government’s significant oversight and discretion over the conduct
and operations of your business, please revise to describe any material impact that
intervention, influence, or control by the Chinese government has or may have on your
business or on the value of your securities. Highlight separately the risk that the Chinese
government may intervene or influence your operations at any time, which could result in
a material change in your operations and/or the value of your securities. Also, given
recent statements by the Chinese government indicating an intent to exert more oversight
and control over offerings that are conducted overseas and/or foreign investment in
China-based issuers, acknowledge the risk that any such action could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless. We remind you
that, pursuant to federal securities rules, the term “control” (including the terms
“controlling,” “controlled by,” and “under common control with”) means “the possession,
direct or indirect, of the power to direct or cause the direction of the management and
policies of a person, whether through the ownership of voting securities, by contract, or
otherwise.
Item 5. Operating and Financial Review and Prospects
Non-GAAP Financial Measures, page 122
20.In calculating non-GAAP net income (loss) and non-GAAP net income (loss) attributable
to ordinary shareholders of Baozun Inc. you present the tax effect of amortization of
intangible assets resulting from business acquisition. Please explain why the tax impact
was not considered for all non-GAAP adjustments. Please tell us how your methodology
complies with Question 102.11 of the Non-GAAP Financial Measures Compliance and
Disclosure Interpretations.
Enforceability of Civil Liabilities, page 166
21.Revise this section to also address the enforceability of civil liabilities in Hong Kong and
clarify whether any of your directors and officers reside in Hong Kong.
24. Segment Information, page F-40
Please tell us your consideration of reporting revenue by product and services, or groups
of similar products and services, pursuant to ASC 280-10-50-40. Additionally, refer to the
guidance in ASC 606-10-50-5 and examples in ASC 606-10-55-89 through 55-91 and
explain to us the consideration you gave to disaggregating revenue further, such as by 22.

August 6, 2024
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major product category. In this regard, we note in Form 6-K filed May 28, 2024 with first
quarter 2024 results, you disclose a breakdown of products and services by key
categories.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Scott Stringer at 202-551-3272 or Adam Phippen at 202-551-3336 if you
have questions regarding comments on the financial statements and related matters. Please
contact Scott Anderegg at 202-551-3342 or Taylor Beech at 202-551-4515 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of