September 3, 2024

VIA EDGAR

Division of Corporation Finance

Disclosure Review Program

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Adam Phippen

Scott Anderegg

Taylor Beech

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 August 6, 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

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, (Friven) Yeoh K.H., Claudia Yu K.W., Yan Zhang
Registered Foreign Lawyers | Lei Li (New York)*, (Carrie) Li J. (New York)*, David J. Ryan (Victoria), G. Matthew Sheridan (New York)*,
Effie Vasilopoulos (New South Wales)*, (Renee) Xiong Y. (New York)*, Liming Xu (New York)
Consultants | Hon Au Yeung, Huberta Chow X.L., (Winnie) Mak T.M.,
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)

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 1

CERTAIN DEFINED TERMS

“China” and the “PRC” are to the People’s Republic of China, excluding, for the purpose of this annual report only, including Taiwan, the Hong Kong Special Administrative Region and the Macau Special Administrative Region; however, only in the context of describing PRC laws, regulations and other legal or tax matters in this annual report, excludes Taiwan, the Hong Kong Special Administrative Region and the Macau Special Administrative Region. The same legal and operational risks associated with operations in China also apply to operations in Hong Kong;

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

In response to the Staff’s comment, the Company acknowledges the Staff’s comments and will refrain from using terms such as “we” or “our” when describing activities or functions of a VIE. The Company also 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 1

CERTAIN DEFINED TERMS

“Baozun,” “we,” “us,” “our company,” and “our,” are to Baozun Inc., a Cayman Islands exempted holding company with no substantial business operations, formerly known as Baozun Cayman Inc. and unless the context requires otherwise, includes its consolidated subsidiaries and variable interest entity, and its subsidiaries, unless otherwise indicated;

……

“VIE” are to variable interest entity, and “our VIE” are to Shanghai Zunyi Business Consulting Ltd., or Shanghai Zunyi, our PRC consolidated VIE variable interest entity that conducts operations in China and is consolidated for accounting purposes in which we do not hold any equity interests.

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 3

ITEM 3. KEY INFORMATION

……Revenues from Shanghai Zunyi contributed to 8.6%, 6.8% and 6.2% of our total net revenues in 2021, 2022 and 2023, respectively. Investors in our ADSs are not purchasing, and may never hold, equity interest in ourthe VIE in China or any PRC subsidiaries, but instead are purchasing equity interest in a holding company incorporated in the Cayman Islands.

……

These contractual arrangements This VIE structure is used to replicate foreign investment in Chinese-based companies where Chinese law prohibits direct foreign investment in internet information service companies. As our economic benefits in and the control over operations of Shanghai Zunyi are based on contractual agreements only, and are not equivalent to equity ownership in the business of Shanghai Zunyi, the structure involves unique risks to investors. Because we do not hold equity interests in the VIE, the contractual agreements may not be as effective as direct ownership in providing us with control over ourthe VIE. If ourthe VIE or its shareholders fail to perform their respective obligations under the contractual arrangements, we may have to incur substantial costs and expend additional resources to enforce such arrangements..…….

The contractual arrangements have not been tested in a court of law, and we are subject to risks due to uncertainty of the interpretation and the application of the PRC laws and regulations, including but not limited to limitation on foreign ownership of internet information service companies, regulatory review of overseas listing of PRC companies through a special purpose vehicle, and the validity and enforcement of our contractual arrangements. We are also subject to the risks of uncertainty about any future actions of the PRC government in this regard that could disallow the VIE structure, which would likely result in a material adverse change in our operations and the value of our ADSs may significantly decline or become worthless.

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 4

ITEM 3. KEY INFORMATION

Our Corporate Structure and Contractual Arrangements with ourthe VIE

……

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. As an online distributor of goods, we are subject to numerous PRC laws and regulations that regulate retailers generally or govern online retailers specifically. Such legal requirements are frequently changed and subject to interpretation, and we are unable to predict the ultimate cost of compliance with these requirements or their effect on our operations. These risks could result in a material adverse change in our operations and/or the value of our ADSs, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, and cause the value of such securities to significantly decline or be worthless. See “Item 3. Key Information — D. Risk Factors— Risks Related to Doing Business in the People’s Republic of China — There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations”, “Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in the People’s Republic of China — We are subject to laws that are applicable to retailers, including advertising and promotion laws and consumer protection laws that could require us to modify our current business practices and incur increased costs” and “Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in the People’s Republic of China — Failure to comply with the relatively new E-Commerce Law may have a material adverse impact on our business, financial conditions and results of operations.”

Recently, the PRC government adopted a series of regulatory actions and issued statements to regulate the business operations, the use of variable interest entities, data security and anti-monopoly activities of China-based companies, including the following: the Measures for Cyber Security Review (2021), the Measures for the Security Assessment of Data Exit and related guidelines, the Standard Contract for the Outbound Cross-border Transfer of Personal Information (the “Standard Contract”) and the Measures for the Standard Contract for the Outbound Cross-Border Transfer of Personal Information (the "Measures for the Standard Contract"), the Anti-Monopoly Law and its supporting laws and regulations and related guidelines, the Special Administrative Measures (Negative List) for Foreign Investment Access (2021 Version), the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies and five supporting guidelines (collectively, the “Overseas Listing Filing Rules”), and the Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies (the “Archives Rules”).

In connection with our issuance of securities to foreign investors, under current PRC laws, regulations, and rules, as of the date of this annual report, we, our PRC subsidiaries, and the VIE (i) are not required to obtain permissions from or complete filings with the China Securities Regulatory Commission (the “CSRC”) or any other PRC government authorities under the abovementioned PRC laws and regulations, (ii) are not required to go through cybersecurity review by the Cyberspace Administration of China (the “CAC”), and (iii) have not received or were not denied such requisite permissions by any PRC authority. We have not been involved in any investigations or cybersecurity review initiated by the CAC and we have not received any official inquiry, notice, warning, or sanctions regarding cybersecurity and overseas listing from the CAC, the CSRC, or any other PRC government authorities.

The PRC government has recently indicated an intent to exert more oversight and control over offerings that are conducted overseas by and/or foreign investment in China-based issuers. On February 17, 2023, the CSRC released several regulations regarding the filing requirements for overseas offerings and listings by domestic companies, including the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies and five supporting guidelines (collectively, the “Overseas Listing Filing Rules”), which was formally implemented on March 31, 2023. According to the Overseas Listing Filing Rules, domestic enterprises like us that have completed overseas listings are not required to file with CSRC immediately, but shall carry out filing procedures as required if we conduct subsequent filing or reporting matters in the future, such as future offshore listings, refinancing and other capital raising activities, as well as other major events, including but not limited to the change of control, investigated or punished by overseas securities regulatory authorities or relevant competent authorities, changing listing status or listing sector, terminating the listing voluntarily or forcibly, and changing our major business activities. Any failure to obtain or delay in obtaining such approval or completing such procedures could subject us to restrictions and penalties imposed by the CSRC or other PRC regulatory authorities, which could include fines and penalties on our operations in China, delays of or restrictions on the repatriation of the proceeds from our offshore offerings into China, or other actions that could materially and adversely affect our business, financial condition, results of operations, and prospects, as well as the trading price of our ADSs. If the capital raising activities are in the form of issuance of foreign debts, pursuant to the Administrative Measures for Examination and Registration of Medium and Long-term Foreign Debts of Enterprises (the “Circular 56”) promogulated by the National Development and Reform Commission of China (the “NDRC”) on January 5, 2023, which came into force on February 10, 2023, we shall first apply to and obtain the Certificate of Examination and Registration of Foreign Debts Borrowed by Enterprises from the NDRC. For more detailed information, see “Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in the People’s Republic of China — The approval of and/or filing with the CSRC or other PRC government authorities may be required in connection with our offshore offerings under PRC law, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing.” Except for the filing and/or approval procedures described above, we are not aware of any other legal permissions or specific regulatory approvals required for offering securities to foreign investors.

The Standing Committee of the National People’s Congress (the “SCNPC”) or PRC regulatory authorities may in the future promulgate laws, regulations, or implement rules that require us and our PRC subsidiaries to obtain regulatory approval from Chinese authorities before listing in the U.S. Although we endeavor to comply with all the applicable laws and regulations, if (i) we or our PRC subsidiaries do not receive or maintain applicable permissions or approvals for operation and to offer the securities being registered to foreign investors, or (ii) we or our PRC subsidiaries inadvertently conclude that such permissions or approvals are not required, or applicable laws, regulations, or interpretations change and that we or PRC subsidiaries are required to obtain permissions or approvals in the future, then our and our PRC subsidiaries’ business operation may be materially affected. There can be no assurance that we or our PRC subsidiaries can obtain all requisite approvals without material disruption to our PRC subsidiaries’ business. Therefore, any failure to obtain all requisite approvals may significantly limit or completely hinder our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.

Current PRC regulations permit our wholly foreign-owned subsidiary to pay dividends to us only out of their accumulated profits, if any, determined in accordance with its articles of association and Chinese accounting standards and regulations. Cash dividends, if any, on our Class A Ordinary Shares would be paid in U.S. dollars. The PRC government also imposes control on the conversion of Chinese currency, Renminbi into foreign currencies and the remittance of currencies out of the PRC. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related transactions, can be made in foreign currencies without prior approval from the State Administration of Foreign Exchange (“SAFE”) in the PRC as long as certain procedural requirements are met. Approval from appropriate government authorities is required if Renminbi is converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may, at its discretion, impose restrictions on access to foreign currencies for current account transactions, and if this occurs in the future, we may not be able to pay dividends in foreign currencies to our shareholders. Furthermore, if any PRC subsidiary incur debt on its own in the future, the instruments governing the debt may restrict its ability to pay dividends or make other payments. Due to the above restrictions, if we are unable to receive payments from our PRC subsidiaries, we will not be able to pay dividends to our investors, should we desire to do so in the future. For further details, see “Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in the People’s Republic of China — Restrictions on currency exchange may limit our ability to utilize our revenue effectively”, and “PRC regulations regarding acquisitions impose significant regulatory approval and review requirements, which could make it more difficult for us to grow through acquisitions.” In the future, cash proceeds raised from overseas financing activities, including the cash proceeds from this offering, may be transferred by us through our wholly-owned Hong Kong subsidiaries to our PRC subsidiaries by making capital contributions or providing loans to them subject to applicable regulatory approvals, as the case may be.

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.

In addition, the Company respectfully submits that, a detailed description of its contracts and arrangements between Shanghai Baozun and the VIE through which the Company has economic rights and exercises control has already been disclosed on pages 105 to 106 under “Item 4. Information on the Company – C. Organization Structure – Contractual Arrangements with Shanghai Zunyi and Its Shareholders.”

Page 3

ITEM 3. KEY INFORMATION

Baozun Inc. is not a PRC operating company but a Cayman Islands holding company.  As a holding company with no substantial business operations, our with operations are primarily conducted through (i) our PRC subsidiaries and (ii) contractual arrangements with ourthe VIE, Shanghai Zunyi, and its subsidiaries. …….Revenues from Shanghai Zunyi contributed to 8.6%, 6.8% and 6.2% of our total net revenues in 2021, 2022 and 2023, respectively. Investors in our ADSs are not purchasing, and may never hold, equity interest in ourthe VIE in China or any PRC subsidiaries, but instead are purchasing equity interest in a holding company incorporated in the Cayman Islands.

The following diagram illustrates our corporate structure and the person or entity that owns the equity in each entity:

(1)	Shanghai Zunyi is our VIE in China and is 80% owned by Mr. Vincent Wenbin Qiu, our founder, chairman and chief executive officer, and 20% owned by Mr. Michael Qingyu Zhang, our co-founder. Its business includes providing brand e-commerce service to our brand partners.

Neither we nor Shanghai Baozun as WFOE own any equity interest in Shanghai Zunyi. Instead, Shanghai Baozun We entered into a series of contractual arrangements with Shanghai Zunyi and its shareholders, which enable us to:

……..

These contractual arrangements This VIE structure is used to replicate foreign investment in Chinese-based companies where Chinese law prohibits direct foreign investment in internet information service companies. As our economic benefits in and the control over operations of Shanghai Zunyi are based on contractual agreements only, and are not equivalent to equity ownership in the business of Shanghai Zunyi, the structure involves unique risks to investors. Because we do not hold equity interests in the VIE, the contractual agreements may not be as effective as direct ownership in providing us with control over ourthe VIE. If ourthe VIE or its shareholders fail to perform their respective obligations under the contractual arrangements, we may have to incur substantial costs and expend additional resources to enforce such arrangements.…….

The contractual arrangements have not been tested in a court of law, and we are subject to risks due to uncertainty of the interpretation and the application of the PRC laws and regulations, including but not limited to limitation on foreign ownership of internet information service companies, regulatory review of overseas listing of PRC companies through a special purpose vehicle, and the validity and enforcement of our contractual arrangements. We are also subject to the risks of uncertainty about any future actions of the PRC government in this regard that could disallow the VIE structure, which would likely result in a material adverse change in our operations and the value of our ADSs may significantly decline or become worthless.

Page 40

D. Risk Factors

Risks Related to Our Corporate Structure

If the PRC government deems that the contractual arrangements in relation to Shanghai Zunyi do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.

……….

Neither we nor Shanghai Baozun as WFOE own any equity interest in Shanghai Zunyi. Instead, Shanghai Baozun We entered into a series of contractual arrangements with Shanghai Zunyi and its shareholders, which enable us to:

…….

Pages 104-105

ITEM 4. INFORMATION ON THE COMPANY

C. Organizational Structure

The following diagram illustrates our corporate structure, and the place of incorporation of each of our significant subsidiaries and the VIE, as well as the person or entity that owns the equity in each entity as of the date of this annual report.

Shanghai Baozun has We have entered into contractual arrangements with Shanghai Zunyi and its shareholders, through which we exercise effective control over operations of Shanghai Zunyi and receive substantially all economic benefits generated from it. As a result of these contractual arrangements, under U.S. GAAP, Shanghai Baozun as WFOE is considered the primary beneficiary of Shanghai Zunyi and thus we consolidate its results in our consolidated financial statements for accounting purposes. However, our economic benefits in and the control over operations of Shanghai Zunyi are based on contractual

agreements only, and are not equivalent to equity ownership in the business of Shanghai Zunyi. Because we do not hold equity interests in the VIE, the contractual agreements these contractual arrangements may not be as effective in providing us with control over ourthe VIE as direct ownership of its equity interests. In addition, ourthe VIE or its shareholders may breach the contractual arrangements with us. If the VIE or its shareholders fail to perform their respective obligations under the contractual arrangements, we may have to incur substantial costs and expend additional resources to enforce such arrangements. In such cases, we would have to rely on legal remedies under PRC law, which may not always be effective, particularly in light of uncertainties in the interpretation and enforcement of PRC laws and regulations, and may cause us to incur substantial costs to enforce the terms of the arrangements. See “Item 3. Key Information — D. Risk Factors — Risks Related to Our Corporate Structure — We rely on contractual arrangements with ourthe VIE and its shareholders for a portion of our business operations, which may not be as effective as direct ownership in providing operational control.”

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 3

ITEM 3. KEY INFORMATION

Neither we nor Shanghai Baozun as WFOE own any equity interest in Shanghai Zunyi.

Instead, Shanghai Baozun We entered into a series of contractual arrangements with Shanghai Zunyi and its shareholders, which enable us to:

……..

Such contractual arrangements include: (i) an exclusive technology service agreement; (ii) an exclusive call option agreement; (iii) a proxy agreement; and (iv) equity interest pledge agreements. Because of these contractual arrangements, we are the primary beneficiary of Shanghai Zunyi and hence consolidate its financial results as ourthe VIE. For a description of these contractual arrangements, see “Item 4. Information on the Company — C. Organizational Structure — Contractual Arrangements with Shanghai Zunyi and Its Shareholders.” As a result of these contractual arrangements, under U.S. GAAP, Shanghai Baozun as WFOE is considered the primary beneficiary of Shanghai Zunyi and thus we consolidate its results in our consolidated financial statements for accounting purposes.

These contractual arrangements This VIE structure is used to replicate foreign investment in Chinese-based companies where Chinese law prohibits direct foreign investment in internet information service companies. As our economic benefits in and the control over operations of Shanghai Zunyi are based on contractual agreements only, and are not equivalent to equity ownership in the business of Shanghai Zunyi, the structure involves unique risks to investors. Because we do not hold equity interests in the VIE, the contractual agreements may not be as effective as direct ownership in providing us with control over ourthe VIE. If ourthe VIE or its shareholders fail to perform their respective obligations under the contractual arrangements, we may have to incur substantial costs and expend additional resources to enforce such arrangements.…….

The contractual arrangements have not been tested in a court of law, and we are subject to risks due to uncertainty of the interpretation and the application of the PRC laws and regulations, including but not limited to limitation on foreign ownership of internet information service companies, regulatory review of overseas listing of PRC companies through a special purpose vehicle, and the validity and enforcement of our contractual arrangements. We are also subject to the risks of uncertainty about any future actions of the PRC government in this regard that could disallow the VIE structure, which would likely result in a material adverse change in our operations and the value of our ADSs may significantly decline or become worthless.

Page 105

ITEM 4. INFORMATION ON THE COMPANY

C. Organizational Structure

……..

Shanghai Baozun has We have entered into contractual arrangements with Shanghai Zunyi and its shareholders, through which we exercise effective control over operations of Shanghai Zunyi and receive substantially all economic benefits generated from it. As a result of these contractual arrangements, under U.S. GAAP, Shanghai Baozun as WFOE is considered the primary beneficiary of Shanghai Zunyi and thus we consolidate its results in our consolidated financial statements for accounting purposes…….

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 4

ITEM 3. KEY INFORMATION

……..

As of the date of this annual report, regulatory actions related to data security or anti-monopoly concerns in Hong Kong do not have a material impact on our ability to conduct business, accept foreign investment in the future, or continue to list on Nasdaq. However, new regulatory actions related to data security or anti-monopoly concerns in Hong Kong may be taken in the future, and such regulatory actions may have a material impact on our ability to conduct business, accept foreign investment, or continue to list on Nasdaq. See “Risk Factors – Risks Related to Doing Business in the People’s Republic of China – Changes in the political and economic policies of the PRC government may materially and adversely affect our business, financial condition and results of operations and may result in our inability to sustain our growth and expansion strategies.”

Page 43

Risks Related to Doing Business in the People’s Republic of China

Changes in the political and economic policies of the PRC government may materially and adversely affect our business, financial condition and results of operations and may result in our inability to sustain our growth and expansion strategies.

Our business and operations are primarily based in the PRC and substantially all of our revenues are derived from our operations in the PRC……As of the date of this annual report, regulatory actions related to data security or anti-monopoly concerns in Hong Kong do not have a material impact on our ability to conduct business, accept foreign investment in the future, or continue to list on Nasdaq. However, new regulatory actions related to data security or anti-monopoly concerns in Hong Kong may be taken in the future, and such regulatory actions may have a material impact on our ability to conduct business, accept foreign investment, or continue to list on Nasdaq.

The Holding Foreign Companies Accountable Act, page 4

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 4

ITEM 3. KEY INFORMATION

The Holding Foreign Companies Accountable Act

Pursuant to the Holding Foreign Companies Accountable Act, or the HFCAA, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the PCAOB for two consecutive years, the SEC will prohibit our shares or ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States. On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, including our auditor, Deloitte Touche Tohmatsu Certified Public Accountants LLP, which is headquartered in Shanghai, China…….

Cash Transfers and Dividend Distribution, page 5

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

ITEM 3. KEY INFORMATION

Cash Transfers and Dividend Distribution

……

Because the Parent and its subsidiaries control ourthe VIE, through contractual arrangements, we are not able to make direct capital contribution to ourthe VIE and its subsidiaries. However, we may transfer cash to ourthe VIE by loans or collect cash from ourthe VIE for inter-group transactions. Investors in our securities should note that, to the extent cash or assets in the business is in the PRC or Hong Kong or a PRC or Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of us, our subsidiaries, or the VIE by the PRC government to transfer cash or assets. See “Item 8. — Financial Information — 8.A. Consolidated Statements and Other Financial Information — Dividend Policy.”

Page 13

ITEM 3. KEY INFORMATION

D. Risk Factors

Risks Related to Doing Business in the People’s Republic of China

Page 49

We may rely to a significant extent on dividends and other distributions on equity paid by our principal operating subsidiaries to fund offshore cash and financing requirements.

We are a holding company and may rely to a significant extent on dividends and other distributions on equity paid by our principal operating subsidiaries and on remittances from ourthe VIE, for our offshore cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders, fund inter-company loans, service any debt we may incur outside of China and pay our expenses. When our principal operating subsidiaries or ourthe VIE incur additional debt, the instruments governing the debt may restrict their ability to pay dividends or make other distributions or remittances to us. Furthermore, the laws, rules and regulations applicable to our PRC subsidiaries and certain other subsidiaries permit payments of dividends only out of their retained earnings, if any, determined in accordance with applicable accounting standards and regulations. Investors in our securities should note that, to the extent cash or assets in the business is in the PRC or Hong Kong or a PRC or Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of us, our subsidiaries, or the VIE by the PRC government to transfer cash or assets. See “Item 8. — Financial Information — 8.A. Consolidated Statements and Other Financial Information — Dividend Policy.”

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 7

ITEM 3. KEY INFORMATION

Cash Transfers and Dividend Distribution

……

Furthermore, if certain procedural requirements are satisfied, the payment of current account items, including profit distributions and trade and service related foreign exchange transactions, can be made in foreign currencies without prior approval from SAFE or its local branches. However, where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses, such as the repayment of loans denominated in foreign currencies, approval from or registration with competent government authorities or its authorized banks is required. The PRC government may take measures at its discretion from time to time to restrict access to foreign currencies for current account or capital account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our offshore holding companies and therefore, our shareholders or investors in our ordinary shares and/or ADSs. Further, we cannot assure you that new regulations or policies will not be promulgated in the future, which may further restrict the remittance of Renminbi into or out of China. We cannot assure you, in light of the restrictions in place, or any amendment to be made from time to time, that our current or future PRC subsidiaries will be able to satisfy their respective payment obligations that are denominated in foreign currencies, including the remittance of dividends outside of China. See “Item 4. Information on the Company — B. Business Overview — Regulations — Regulations Relating to Foreign Exchange and Dividend Distribution Foreign Exchange Regulation” for a detailed discussion.

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 7

ITEM 3. KEY INFORMATION

Cash Transfers and Dividend Distribution

……

We have comprehensive cash management policies in place, including specific policies governing approvals with respect to fund transfers throughout our organization. Our Board and the Audit Committee oversee the Company’s major financial risk exposures. We maintain an authorization policy on cash management, setting forth the scope of authority for certain treasury matters that are delegated by the Board to management. Under this policy, certain treasury matters, such as intercompany loans, short-term investments and dividends distributed from our subsidiaries to the holding company, are clearly defined, with the level of approval required for each matter specifically identified. Our management regularly monitors the liquidity position, funding requirements and investment returns in different jurisdictions of our subsidiaries, and takes into consideration regulatory requirements in the jurisdictions in which we have subsidiaries or operations. When funding is required, all necessary approvals are obtained from the management and relevant governmental authorities, including the State Administration of Foreign Exchange of PRC.

Baozun Inc. is a holding company with no material substantial business operations of its own. We conduct our operations primarily through our subsidiaries and ourthe VIE in China. As a result, our ability to pay dividends depends upon dividends paid by our PRC subsidiaries……..

Permissions Required from the PRC Authorities for Our Operations, page 5

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

ITEM 3. KEY INFORMATION

Permissions Required from the PRC Authorities for Our Operations

……. We currently hold all material licenses and permits required for our business operations in China, 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 ecommerce), Business License, 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, the The PRC government has recently indicated an intent to exert more oversight and control over offerings that are conducted overseas by and/or foreign investment in China-based issuers. On February 17, 2023, China Securities Regulatory Commission, or the CSRC, released several regulations regarding the filing requirements for overseas offerings and listings by domestic companies, including the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies and five supporting guidelines (collectively, the “Overseas Listing Filing Rules”), which was formally implemented on March 31, 2023. According to the Overseas Listing Filing Rules, domestic enterprises like us that have completed overseas listings are not required to file with CSRC immediately, but shall carry out filing procedures as required if we conduct refinancing or fall within other circumstances that require filing with the CSRC. subsequent filing or reporting matters in the future, such as future offshore listings, refinancing and other capital raising activities, as well as other major events, including but not limited to the change of control, investigated or punished by overseas securities regulatory authorities or relevant competent authorities, changing listing status or listing sector, terminating the listing voluntarily or forcibly, and changing our major business activities. If the capital raising activities are in the form of issuance of foreign debts, pursuant to the Administrative Measures for Examination and Registration of Medium and Long-term Foreign Debts of Enterprises (the “Circular 56”) promogulated by the National Development and Reform Commission of China (the “NDRC”) on January 5, 2023, which came into force on February 10, 2023, we shall first apply to and obtain the Certificate of Examination and Registration of Foreign Debts Borrowed by Enterprises from the NDRC.…….For more detailed information, see “Item 3. Key Information - D. Risk Factors - Risks Related to Doing Business in the People’s Republic of China - The approval of and/or filing with the CSRC or other PRC government authorities may be required in connection with our offshore offerings under PRC law, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing.” Except for the filing and/or approval procedures described above, we are not aware of any other legal permissions or specific regulatory approvals required for offering securities to foreign investors.

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

ITEM 3. KEY INFORMATION

Permissions Required from the PRC Authorities for Our Operations

……..

Furthermore, in connection with our issuance of securities to foreign investors in the past, under current PRC laws, regulations, and rules, as of the date of this annual report, we, our PRC subsidiaries, and ourthe VIE (i) are not required to obtain permissions from or complete filings with the China Securities Regulatory Commission, or the CSRC, (ii) are not required to go through cybersecurity review by the Cyberspace Administration of China, or the CAC, and (iii) have not received or were not denied such requisite permissions by any PRC authority.

……

We are not required to seek any legal opinions concerning the conclusions mentioned above. Given the rapidly evolving environment in which we operate, it is uncertain and unpredictable whether any new PRC laws or regulations will be adopted or if adopted, what they would provide. If we or our PRC subsidiaries or the VIE does not receive or maintain the requisite permissions or approvals, inadvertently concludes that such permissions or approvals are not required, or applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures, including: (i) revoking the business licenses and/or operating licenses of such entities; (ii) shutting down our website, or discontinuing or restricting the conduct of any transactions between certain of our PRC subsidiaries and the VIE; (iii) imposing fines, confiscating the income from our PRC subsidiaries or VIE, or imposing other requirements with which we or the VIE may not be able to comply; (iv) requiring us to restructure our ownership structure or operations, including terminating the contractual arrangements with the VIE and deregistering the equity pledges of the VIE, which in turn would affect our ability to consolidate, derive economic interests from, or exert effective control over the VIE; or (v) restricting or prohibiting our use of the proceeds of any financing outside China to finance our business and operations in China, and taking other regulatory or enforcement actions that could be harmful to our business. See “Risk Factors – Risks Related to Our Corporate Structure – If the PRC government deems that the contractual arrangements in relation to Shanghai Zunyi do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.”

D. Risk Factors, page 7

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 33

Risks Related to Our Business

Our business generates and processes a large amount of data, and the improper storage, use or disclosure of such data could harm our reputation as well as have a material adverse effect on our business and prospects.

……

We may also be subject to a variety of laws and other obligations regarding data protection in Hong Kong. The Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) (the “PDPO”) came into force on 20 December 1996. The PDPO states that any person who controls the collection, holding, processing or use of personal data (the “data user”) shall not do any act, or engage in a practice, that contravenes any of the data protection principles set out in Schedule 1 to the PDPO (the “Data Protection Principles”) unless the act or practice, as the case may be, is required or permitted under the PDPO. Personal data means any data (a) relating directly or indirectly to a living individual; (b) from which it is practicable for the identity of the individual to be directly or indirectly ascertained; and (c) in a form in which access to or processing of the data is practicable.

The Data Protection Principles set out that (1) personal data must be collected in a lawful and fair way, for a purpose directly related to a function or activity of the data user. Data subjects must be notified of the purpose for which the data is to be used and the classes of persons to whom the data may be transferred. Data collected should be adequate but not excessive; (2) personal data must be accurate and should not be kept for a period longer than necessary for the fulfillment of the purpose for which the data is or is to be used; (3) personal data must be used for the purpose for which the data is collected or for a directly related purpose unless voluntary and explicit consent with a new purpose is obtained from the data subject; (4) a data user shall take practicable steps to safeguard any personal data held against unauthorized or accidental access, processing, erasure, loss or use; (5) a data user shall take practicable steps to ensure that its policies and practices in relation to personal data, the kind of personal data it holds and the main purposes for which the personal data is or is to be used for are made known to the public; and (6) a data shall be entitled to request access to personal data and must be allowed to correct the personal data if it is inaccurate. Moreover, the Personal Data (Privacy) (Amendment) Ordinance 2021 (the “PDPAO”) came into effect on 8 October 2021. It amends the PDPO, particularly to: (i) criminalize doxing, i.e. unconsented disclosure of personal information of targeted individuals and groups; (ii) introduce a cessation notice regime to tackle doxing with extra-territorial reach; and (iii) substantially expand the investigation and enforcement powers of the Privacy Commissioner for Personal Data, in contexts beyond doxing. We believe that, to the best of our knowledge, we are in compliance with the PDPO in all material aspects. In addition, since our operations are primarily based in China and not Hong Kong, we believe that this oversight does not have a material impact on our business and offerings.

As we expand our operations, we will be subject to additional laws in other jurisdictions where our brand partners, consumers and other customers are located, such as Hong Kong, Taiwan, Korea and the United States. The laws, rules and regulations of other jurisdictions may be at a more mature stage of development, be more comprehensive and nuanced in their scope, and impose more stringent or conflicting requirements and penalties than those in China, compliance with which could require significant resources and costs. Any failure, or perceived failure, by us to comply with our privacy policies or with any regulatory requirements or privacy protection-related laws, rules and regulations could result in proceedings or actions against us by governmental entities or others. These proceedings or actions could subject us to significant penalties and negative publicity, require us to change our business practices, increase our costs and severely disrupt our business.

Financial Information Related to Our VIE, page 8

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 additions underlined; and for the purpose of clear presentations, deletions in the tables are omitted and not shown in strikethrough), subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed:

Pages 8-11

Financial Information Related to OurThe VIE

The following table presents the condensed consolidating balance sheet data for ourthe VIE and other entities as of the dates presented.

 

		As of December 31, 2021
		Baozun Inc.		Subsidiaries		WFOE		VIE and VIE’s Subsidiaries		Eliminating adjustments		Consolidated Totals
		(in RMB thousands)
Cash and cash equivalents		1,894,125		974,839		1,723,635		13,946		—		4,606,545
Restricted cash		—		93,219		—		—		—		93,219
Accounts receivable, net		—		4,143,692		603,641		299,250		(2,785,665)		2,260,918
Inventories, net		—		562,780		507,754		3,033		—		1,073,567
Advances to suppliers		—		53,887		491,864		35,571		(53,349)		527,973
Prepayments and other		106,282		8,321,586		78,414		162,552		(8,096,060)		572,774

The following table presents the condensed consolidating statements of operations for ourthe VIE and other entities for the periods presented.

The following table presents condensed consolidating cash flow data for ourthe VIE and other entities for the years ended presented.

Summary of Risk Factors, page 11

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 12

ITEM 3. KEY INFORMATION

D. Risk Factors

Risks Related to Our Corporate Structure

Risks Related to Doing Business in the People’s Republic of China

Page 46

Risks Related to Doing Business in the People’s Republic of China

The Chinese government exerts substantial influence over the manner in which we must conduct our business activities. Any actions by Chinese government, including any decision to intervene or influence our operations or to exert control over any offering of securities conducted overseas and/or foreign investment in China-based issuers, may cause us to make material changes to our operation, may limit or completely hinder our ability to offer or continue to offer securities to investors, and may cause the value of such securities to significantly decline or be worthless.

The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Because our principal business operation is conducted in the PRC through contractual arrangements between our WFOE and the VIE and substantially all of our operations are located in China, our ability to operate in China or assert contractual control over the VIE’s assets through contractual agreements may be harmed or ultimately eliminated by changes in its laws and regulations, including those relating to taxation, cyber security, data security or privacy protection, e-commerce, or customer right protection. The central or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations.

As such, our business segments may be subject to various government and regulatory interference in the provinces in which they operate, the Chinese government may intervene or influence our operations with limited advance notice based on its interpretations of existing laws and regulations. We could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government sub-divisions. We may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. Our operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to our business or industry, which could result in further material changes in our operations and could adversely impact the value of our ADSs.

Substantial uncertainties exist with respect to the PRC laws and regulations relating to cybersecurity..., page 33

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 34

ITEM 3. KEY INFORMATION

D. Risk Factors

Risks Related to Our Business

Substantial uncertainties exist with respect to the PRC laws and regulations relating to cybersecurity and network data security and the impact it may have on our business operations.

…….

Based on the facts that the Measures for Cyber Security Review, the Network Data Security Draft Regulations and the Measures for the Security Assessment of Data Exit were newly adopted or have not been formally adopted and are still subject to further guidance, we cannot assure you that we would be able to comply with the requirements in a timely manner. Failure to comply with the requirements may lead to fines, revocation of business permits or licenses and other sanctions. It remains uncertain whether future regulatory changes would impose additional restrictions on companies like us. We cannot predict the impact of these future regulatory changes, if any, at this stage, and we will closely monitor and assess any development in the rule-making process. If future regulatory updates mandate clearance of cybersecurity review and other specific actions to be completed by China-based companies listed on foreign stock exchanges, such as us, we face uncertainties as to whether such clearance can be timely obtained, or at all. As of the date of this annual report, there had been no material incident of data or personal information leakage, infringement of data protection and privacy laws and regulations, or investigation or other legal proceeding pending or threatened against us initiated by government authorities or third parties, that will materially and adversely affect our business and operations. We have not been involved in any formal investigations on cybersecurity review by the CAC on such basis, and we have not received any official inquiry, notice, warning, or sanctions regarding cybersecurity from the CAC. Furthermore, if we were found to be in violation of applicable laws and regulations in China during such review, we could be subject to administrative penalties, such as warnings, fines, or service suspension. Therefore, cybersecurity review could materially and adversely affect our business, financial condition, and results of operations.

As there remain uncertainties regarding the further interpretation and implementation of those laws and regulations, we cannot assure you that we will be compliant with such new regulations in all respects, and we may be ordered to rectify and terminate any actions that are deemed illegal by the regulatory authorities and become subject to fines and other sanctions. As a result, we may be required to suspend our relevant businesses, shut down our website, take down our operating applications, or face other penalties, which may materially and adversely affect our business, financial condition, and results of operations.

While we believe we have taken sufficient measures and are compliant with all applicable data privacy and protection laws and regulations up to date, we cannot guarantee the effectiveness of such measures. Compliance with any additional laws could be expensive, and may place restrictions on our business operations and the manner in which we interact with our users. In addition, any failure to comply with applicable cybersecurity, privacy, and data protection laws and regulations could result in proceedings against us by government authorities or others, including notification for rectification, confiscation of illegal earnings, fines, or other penalties and legal liabilities against us, which could materially and adversely affect our business, financial condition, results of operations and the value of our ADSs. In addition, any negative publicity on our website or platform’s safety or privacy protection mechanism and policy could harm our public image and reputation and materially and adversely affect our business, financial condition, and results of operations.

If the PRC government deems that the contractual arrangements in relation to Shanghai Zunyi do not comply with PRC ..., page 39

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 40

ITEM 3. KEY INFORMATION

D. Risk Factors

Risks Related to Our Corporate Structure

If the PRC government deems that the contractual arrangements in relation to Shanghai Zunyi do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations

change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.

……

There are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules. It is uncertain whether any new PRC laws or regulations relating to contractual arrangement structures will be adopted or if adopted, what they would provide……. If our the consolidated “variable interest entity” were deemed as a foreign-invested enterprise under any of such future laws, regulations and rules, and any of the businesses that we operate would be in any “negative list” for foreign investment and therefore be subject to any foreign investment restrictions or prohibitions, further actions required to be taken by us under such laws, regulations and rules may materially and adversely affect our business and financial condition. 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, our securities may decline in value or become worthless if the determinations, changes, or interpretations result in our inability to assert contractual control over the assets of our PRC subsidiaries or the VIE that conduct substantially all of our operations. If we or ourthe VIE is found to be in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures, including:

……..

Changes in the political and economic policies of the PRC government may materially and adversely affect our business, ..., page 43

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 46

Risks Related to Doing Business in the People’s Republic of China

The Chinese government exerts substantial influence over the manner in which we must conduct our business activities. Any actions by Chinese government, including any decision to intervene or influence our operations or to exert control over any offering of securities conducted overseas and/or foreign investment in China-based issuers, may cause us to make material changes to our operation, may limit or completely hinder our ability to offer or continue to offer securities to investors, and may cause the value of such securities to significantly decline or be worthless.

The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Because our principal business operation is conducted in the PRC through contractual arrangements between our WFOE and the VIE and substantially all of our operations are located in China, our ability to operate in China or assert contractual control over the VIE’s assets through contractual agreements may be harmed or ultimately eliminated by changes in its laws and regulations, including those relating to taxation, cyber security, data security or privacy protection, e-commerce, or customer right protection. The central or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations.

As such, our business segments may be subject to various government and regulatory interference in the provinces in which they operate, the Chinese government may intervene or influence our operations with limited advance notice based on its interpretations of existing laws and regulations. We could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government sub-divisions. We may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. Our operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to our business or industry, which could result in further material changes in our operations and could adversely impact the value of our ADSs.

Item 5. Operating and Financial Review and Prospects

Non-GAAP Financial Measures, page 122

The Company respectfully advises the Staff that the Company disclosed the tax effect of its non-GAAP adjustments for the item- amortization of intangible assets resulting from business acquisition since it recognized deferred tax liability the day it did allocation of the purchase price.

The Company evaluated the other non-GAAP adjustments items and concluded that the tax effect of these items have immaterial income tax effects. For details, please refer to the tables below:

Notes:

Had adjustments to give effect to the tax impact of the non-GAAP adjustments been included, Non-GAAP net income of 2022 and 2023 would have decreased by RMB14,244 and increased by RMB92, and the impact is immaterial for the trend and would not cause misunderstandings of investors.

The Company will continue to monitor such tax effect for the non-GAAP adjustments items in its future earnings releases, and include the tax effect of adjustments in Form 20-F filings pursuant to Question 102.11 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016.

Enforceability of Civil Liabilities, page 166

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 167

Enforceability of Civil Liabilities

……

Hong Kong

As of the date of this annual report, two of our directors and officers are citizens or residents of Hong Kong. As a result, it may be difficult for shareholders to effect service of process within the United States upon us or these persons, or to enforce against us or them judgments obtained in U.S. courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

There is uncertainty as to whether the courts of the Hong Kong would (i) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original actions brought in Hong Kong against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

There is also uncertainty as to whether the judgment of United States courts will be directly enforced in Hong Kong, as the United States and Hong Kong do not have a treaty or other arrangements providing for reciprocal recognition and enforcement of judgments of courts of the United States in civil and commercial matters. However, a foreign judgment may be enforced in Hong Kong at common law by bringing an action in a Hong Kong court since the judgment may be regarded as creating a debt between the parties to it, provided that the foreign judgment, among other things, is a final judgment conclusive upon the merits of the claim and is for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges. Such a judgment may not, in any event, be so enforced in Hong Kong if (a) it was obtained by fraud; (b) the proceedings in which the judgment was obtained were opposed to natural justice; (c) its enforcement or recognition would be contrary to the public policy of Hong Kong; (d) the court of the United States was not jurisdictionally competent; or (e) the judgment was in conflict with a prior Hong Kong judgment.

24. Segment Information, page F-40

The Company acknowledges the Staff’s comment and respectfully advises the Staff that pursuant to ASC 280-10-50-40, a public entity shall report the revenues from external customers for each product and service or each group of similar products and service.

The Company has disclosed in the 2023 Form 20-F as below:

Pursuant to ASC 606-10-55-91, examples of categories that might be appropriate include, but are not limited to, the following: