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    SIDLEY AUSTIN

    39/F, TWO INT’L FINANCE CENTRE

    CENTRAL, HONG KONG

    +852 2509 7888

    +852 2509 3110 FAX
    meng.ding@sidley.com

    +852 2509 7858

October 24, 2024

VIA EDGAR

Division of Corporation Finance

Disclosure Review Program

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Attn:
    Scott Stringer

    Adam Phippen

    Scott Anderegg

    Taylor Beech

    Re:
    Baozun Inc.

    Form 20-F for the Fiscal Year Ended
    December 31, 2023

    Response dated September 3, 2024

    File No. 001-37385

Dear Mr. Stringer, Mr. Phippen, Mr. Anderegg and Ms. Beech,

On behalf of our client, Baozun Inc., an exempted company organized
under the laws of the Cayman Islands (the “Company”), we submit to the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained
in the Staff’s letter dated October 10, 2024 on the Company’s Annual Report on Form 20-F for the fiscal year ended
December 31, 2023 (“Annual Report”). The Staff’s comments are repeated below in italics and are followed by the
Company’s responses. Defined terms used but not defined herein have the meanings assigned to such terms in the Annual Report.

Form 20-F for the Fiscal Year Ended December 31, 2023

Certain Defined Terms, page 1

 1. We note your revised disclosure that “we,” “us,”
                                            “our company,” and “our,” refer to Baozun Inc., a Cayman Islands
                                            exempted company; however, throughout your disclosure, you use these terms to disclose operations
                                            by your VIE. For example, you make the following statements:

 · "We
                                            currently hold all material licenses and permits required for our business operations, including
                                            a value -added telecommunication license, or a VAT license, ..."(page 5);

Partners |
Constance Choy H.M., Desmond Ang C.K., (Stephanie) Chan C. M., (Christopher) Cheng C.H., Meng Ding, Dominic D. James, (Sherlyn) Lau S.Y.,

David K. Lee, Olivia Ngan S.M., (Raymond) Oh C.H., Yuet Ming Tham, Claudia Yu K.W., Yan Zhang

Registered Foreign Lawyers | (Carrie) Li J. (New York)*, David J. Ryan (Victoria), G. Matthew Sheridan (New York)*, (Renee) Xiong
Y. (New York)*, Liming Xu (New York)

Consultants | Hon Au Yeung, Huberta Chow X.L., Douglas Tsang C.L., (Eva) Tsui Y.W, Alan Wong C.K., Felicity Wong K.Y., Holly Yeung
S.M., Iris Yuen L.S.

* Partner of Sidley
Austin Holding LLP (a Delaware Limited Liability Partnership)

 Page 2

 · "Our
                                            ability to provide one-stop e-commerce solutions is empowered by our proprietary and robust
                                            technology stack, including our Cloud-based System that enables efficient setup of official
                                            brand stores and official marketplace stores, ..."(page 68);

 · "We
                                            believe our brand partners value us for our integrated e-commerce capabilities, dependable
                                            services, deep category expertise, market insight and ability to innovate and adapt to the
                                            fast-changing e-commerce market." (page 70).

In response to the Staff’s comment, the Company respectfully
proposes to revise the referenced disclosure as follows (page reference is made to the 2023 Form 20-F to illustrate the approximate
location of the disclosure) in its future Form 20-F filings (with deletions shown as strikethrough and additions underlined), subject
to updates and adjustments to be made in connection with any material development of the subject matter being disclosed:

Page 5

Permissions Required from the PRC Authorities for Our Operations

……We
and the VIE currently hold all material licenses and permits required for our business operations, including a value
-added telecommunication license, or a VAT license, for domestic call center services and internet information services, a VAT license
for online data processing and transaction processing business (operational e-commerce), Food Production Permit, Food Operation Permits,
Publication Operation Permit, Road Transportation Operation Permit, Permits for Travel Business, Permits for Liquor Circulation and Medical
Device Operation Enterprise Permit. However, we cannot assure you that we or the VIE will be able to renew these licenses and
permits, as applicable, upon their expiration or to expand the current business scope of these licenses and permits when required,
obtain any license or permit that is in application, or obtain new licenses or permits in the future as a result of our future
business expansions, change in our the business operations or change in laws and regulations applicable
to us or the VIE.

……

Page 14

If we are unable to retain our existing brand partners, our results
of operations could be materially and adversely affected.

We and the VIE provide brand e-commerce service to brand partners
primarily pursuant to contractual arrangements with a term typically ranging from 12 to 36 months……

 Page 3

Page 26

If the ramp up of operations for newly-added brand partners does
not meet our expectations, our results of operation and financial condition may be materially and adversely impacted.

…… As of December 31, 2023, we and the VIE
provided e-commerce solutions to more than 450 brand partners. Newly added brand partners typically require a ramping up period before
they can fully utilize our the services……

Page 68

E-Commerce

……Our ability to help brand partners navigate through
the challenges imposed by COVID-19 leveraging our the combined, efficient e-commerce operational capabilities
of ours and the VIE’s and effective omni-channel solutions demonstrates the value of our services. ….

……

●	     Full-scope services: We and
the VIE provide integrated one-stop solutions to address all core aspects of e-commerce operations, including IT solutions, online
store operation, digital marketing, customer service, and warehousing and fulfilment. Our ability to provide one-stop e-commerce solutions
is empowered by our the proprietary and robust technology stack of ours and the VIE’s, as applicable,
including our a Cloud-based System that enables efficient setup of official brand stores and official marketplace
stores, ROSS that facilitates smooth and efficient online store operations, big data analytics and AI capabilities that drive our efficient
and effective digital marketing solutions, Customer Relationship Management, or CRM, that supports attentive real-time pre-sale and post-sale
customer services and engagement, and Order Management System, or OMS, and Warehouse Management System, or WMS, that enable integrated
and reliable multi-category warehousing and fulfillment services……

……

Page 69

Our Business Models and Solutions

Through our integrated brand e-commerce capabilities,
we and the VIE provide end-to-end brand e-commerce solutions that are tailored to meet our brand partners’ unique needs…….

Page 70

Business Models

We believe our brand partners value us for our the
integrated e-commerce capabilities, dependable services, deep category expertise, market insight and ability to innovate and adapt
to the fast-changing e-commerce market of ours and the VIE’s……

 Page 4

Distribution Model

Under
the distribution model, we and the VIE select and purchase goods from our brand partners and/or their authorized distributors
and sell goods directly to consumers through official brand stores or official marketplace stores operated by us. Therefore, our brand
partners and/or their authorized distributors are deemed as our suppliers under the distribution model. We primarily generate product
sales revenue under this model. In order to generate product sales, we and the VIE utilize every aspect of our
the combined e-commerce capabilities of ours and the VIE’s. Specifically, we and the VIE utilize
our the combined IT and online store operation capabilities of ours and the VIE’s to set up and
operate online stores, including brand stores and marketplace stores. We and the VIE utilize our the combined
warehousing and fulfillment capabilities to store the goods that we purchase from brand partners and deliver these goods to our
the consumers who purchase these goods. We utilize our customer service capability to facilitate sales and ensure our
consumers are satisfied. In order to increase our the product sales, we and the VIE utilize our
the combined digital marketing capabilities to boost site traffic and transaction volume. When we and the VIE
operate stores under the distribution model, the sites will typically indicate that Baozun is the seller of the products and, when we
and the VIE deliver goods to our the consumers, the invoices and tax receipts will typically bear our
ours and the VIE’s names instead of those of our brand partners. As we and the VIE assume inventory ownership
under the distribution model, other than quality issues, we and the VIE generally are not allowed to return unsold inventories
to the brand partners and/or their authorized distributors.

Service Fee Model

Under the service fee model, we and the VIE provide one or
more of the following services in exchange for service fees:

………

Consignment Model

Under the consignment model, in addition to the above services we
and the VIE may offer under the service fee model, we also provide warehousing and fulfillment services……

 Page 5

Page 71

End-to-End Brand E-Commerce Capabilities

Our
The integrated brand e-commerce capabilities of ours and the VIE’s enable us to provide end-to-end
solutions that encompass every aspect of the e-commerce value chain, including IT infrastructure setup and integration, online store
design and setup, online store operations, visual merchandising and marketing campaigns, customer services, warehousing and order fulfillment.
We and the VIE utilize our the combined capabilities and tailor our solutions to fulfill the specific
needs of each brand partner. For each brand partner, we first hold consultations to determine its e-commerce needs and development plans.
Each brand partner may then elect to use our full e-commerce capabilities or select specific elements of our capabilities
that best fit their needs. …….

The flowchart below illustrates our the capabilities
of ours and the VIE’s and the solutions we offer for each aspect of our brand e-commerce operations……

Page 72

IT Solutions

With
our expertise in technology infrastructure and systems, interactive page design and our deep understanding of Chinese consumers’
online shopping habits, we and the VIE provide consultations to our brand partners, help our brand partners set up e-commerce
sites that enhance their brands and cater specifically to local consumers. We and the VIE provide proprietary e-commerce technology
which can be customized to and integrated with our brand partners’ existing operational back-end systems in a convenient and cost-effective
manner.

Where
necessary, we and the VIE also help our brand partners set up or improve the suitability of their own IT infrastructure
for e-commerce operations. We and the VIE have made significant investments and intend to continue to invest in developing our
proprietary technology platform to deliver solutions that aim to address comprehensive e-commerce needs across different sales channels
for our brand partners. Our The technology systems and applications facilitate our brand partners’ digital
transformation throughout their e- commerce value chain: from storefront sales to backend fulfillment, from user acquisition to customer
lifecycle management, from achieving operational efficiency to gaining industry insights. Our The IT services
enable our brand partners to quickly adapt to the local e-commerce market and effectively service online shoppers in China without the
costs associated with establishing and maintaining local infrastructure and capabilities on their own. For more information about our
these technology infrastructure and capabilities, please see “ — Technology Infrastructure and Business Application
Portfolio.”

……

 Page 6

Page 77

Omni- Channels

We
and the VIE currently provide brand e-commerce services under three business models on major marketplaces, such as Tmall,
JD.com and Pinduoduo, and social media channels, such as WeChat Mini Programs and RED (Xiaohongshu), as well as emerging live streaming
and short video platforms, such as Douyin and Kuaishou. As of December 31, 2023, approximately 44.7% of our brand partners engaged
with us and the VIE for store operations of at least two channels, compared with 41.8% as of a year ago. We and the VIE
also operate official brand stores and provide O2O solutions to our brand partners. Enabled by our advanced technological capabilities,
we can seamlessly integrate the brand partners’ operations across various channels with unified product details and consumer profiles,
strategic cross-channel marketing and synchronized inventory management, which provide the brand partners with a single view of their
business across different channels and platforms. We and the VIE leverage all of these platforms to deliver omni-channel solutions
that combine the strengths of diverse platforms to achieve optimal branding effect and sales results responsive to the e-commerce objectives
of each brand partner.

Page 79

Technology Infrastructure and Business Application Portfolio

We
and the VIE have made significant investments in developing our proprietary technology platform. We and the VIE
will continue to invest in our platform to support IT commercialization and deliver solutions that address comprehensive e-commerce needs
across different sales channels for our brand partners and to enhance efficiency and scalability. Our The technology
systems and applications facilitate brand partners’ digital transformation throughout the e-commerce value chain--from storefront
sales to backend fulfillment; from consumer acquisition to customer lifecycle management; from achieving operational efficiency to gaining
industry insights. We and the VIE have copyrights to 293 software programs developed by us relating to various aspects of our
operations as of March 31, 2024.

Our
These technologies span across all areas of digital commerce from business applications to data intelligence,
and from technology platforms to enterprise integration. Business applications include Direct-to-Consumer touchpoints, Omni-channel business
operations, and Big data business intelligence. Technical stacks encompass IaaS, PaaS, and SaaS layers.

Page 109

Factors Affecting Our Results of Operations

……

Our
ability to manage our business model mix and product mix. We and the VIE generally operate e-commerce businesses for
our brand partners based on one of our three business models……

Page 111

Net Revenues

We
generate revenue from two revenue streams: (i) product sales and (ii) services. We and the VIE generally operate
e-commerce businesses based on one of our three business models: distribution model, consignment model, and service fee model, or, in
some circumstances, a combination of the business models.

……

 Page 7

We
derive services revenues primarily under the consignment model and service fee model. Under the service fee model, we and the
VIE provide a variety of e-commerce services, such as IT solutions……

Our Corporate Structure and Contractual Arrangements with our
VIE, page 3

 2. We note your response to comment 5 and reissue our comment in
                                            part. Describe the relevant contractual agreements between you and the VIEs and how this