F-1

As filed with the Securities and Exchange Commission on April 17, 2015

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Baozun Inc.

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Cayman Islands	5961	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Building No. H, No. 1188 Wanrong Road

Zhabei District, Shanghai 200436

The People’s Republic of China

+86 21 6095-6000

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Law Debenture Corporate Services Inc.

400 Madison Avenue, 4^th Floor

New York, NY 10017

+1 212 750-6474

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Karen M. Yan, Esq. Latham & Watkins LLP 26th Floor, IFC II 8 Century Boulevard Shanghai 200120 People’s Republic of China +86 21 6101-6001 Leiming Chen, Esq. Simpson Thacher & Bartlett LLP c/o 35th Floor, ICBC Tower 3 Garden Road Central Hong Kong +852 2514-7600

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(2)(3)	Amount of Registration Fee
Class A ordinary shares, par value US$0.0001 per share(1)	US$200,000,000	US$23,240

(1) American depositary shares issuable upon deposit of Class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333-            ). Each American depositary share represents              Class A ordinary shares.

(2) Includes (a) Class A ordinary shares represented by ADSs that may be purchased by the underwriters pursuant to their option to purchase additional ADSs and (b) all Class A ordinary shares represented by ADSs initially offered or sold outside the United States that are thereafter resold from time to time in the United States. Offers and sales of shares outside the United States are being made pursuant to Regulation S under the Securities Act of 1933 and are not covered by this registration statement.

(3) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS (Subject to Completion)

Issued                     , 2015

            American Depositary Shares

Baozun Inc.

REPRESENTING              CLASS A ORDINARY SHARES

Baozun Inc., or Baozun, is offering American depository shares, or ADSs, each representing              of our Class A ordinary shares, par value US$0.0001 per share. This is our initial public offering and no public market currently exists for our ADSs or ordinary shares. We anticipate that the initial public offering price will be between US$             and US$             per ADS.

Upon the completion of this offering,              Class A ordinary shares and 13,300,738 Class B ordinary shares of our company will be issued and outstanding, assuming that the underwriters do not exercise their option to purchase additional ADSs. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share will be entitled to one vote and each Class B ordinary share will be entitled to ten votes on all matters subject to shareholder vote. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon completion of this offering, Mr. Vincent Wenbin Qiu and Mr. Junhua Wu will beneficially own 9,410,369 and 3,890,369 Class B ordinary shares, respectively. Together, they will beneficially own all our issued Class B ordinary shares, which will represent             % of our aggregate voting power, assuming that the underwriters do not exercise their option to purchase additional ADSs.

We intend to apply to list the ADSs on the NASDAQ Global Market under the symbol “BZUN.”

We are an “emerging growth company” under applicable U.S. federal securities laws and are eligible for reduced public company reporting requirements.

Investing in the ADSs involves risks. See “Risk Factors” beginning on page 16.

PRICE US$             PER ADS

	Price to Public		Underwriting Discounts and Commissions		Proceeds to Baozun
Per ADS		US$		US$		US$
Total		US$		US$		US$

Baozun has granted the underwriters the right to purchase up to an additional              ADSs to cover over-allotments.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the ADSs to purchasers in New York, New York on            , 2015.

MORGAN STANLEY CREDIT SUISSE BofA MERRILL LYNCH

            , 2015

TABLE OF CONTENTS

	Page
Prospectus Summary		1
Risk Factors		16
Special Note Regarding Forward-Looking Statements		52
Use of Proceeds		54
Dividend Policy		55
Capitalization		56
Dilution		58
Exchange Rate Information		60
Enforceability of Civil Liabilities		61
Corporate History and Structure		63
Selected Consolidated Financial and Other Data		67
Management’s Discussion and Analysis of Financial Condition and Results of Operations		70

	Page
Industry		97
Business		102
Regulation		120
Management		128
Principal Shareholders		136
Related Party Transactions		140
Description of Share Capital		142
Description of American Depositary Shares		152
Shares Eligible for Future Sale		164
Taxation		166
Underwriting		174
Expenses Relating to this Offering		180
Legal Matters		181
Experts		182
Where You Can Find Additional Information		183
Index to Consolidated Financial Statements		F-1

You should rely only on the information contained in this prospectus or in any related free writing prospectus that we have filed with the SEC. We have not authorized anyone to provide you with information that is different. This prospectus may only be used where it is legal to offer and sell these securities. The information contained in this prospectus is current only as of its date.

Until             , 2015 (the 25th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Neither we nor any of the underwriters has done anything that would permit this offering or possession or distribution of this prospectus or any filed free writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who came into possession of this prospectus or any filed free writing prospectus must inform themselves about and observe any restrictions relating to the offering of the ADSs and the distribution of this prospectus or any filed free writing prospectus outside of the United States.

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PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our ADSs discussed under “Risk Factors,” before deciding whether to buy our ADSs. This prospectus contains information from an industry report commissioned by us and prepared by iResearch Consulting Group, a third-party research firm, to provide information on the e-commerce, brand e-commerce and e-commerce solutions markets. We refer to this report as the iResearch Report.

OUR BUSINESS

We are the leading brand e-commerce solutions provider in China, with a market share of approximately 20% as measured by transaction value in 2014, according to the iResearch Report. Our integrated brand e-commerce capabilities encompass all aspects of the e-commerce value chain covering IT solutions, store operations, digital marketing, customer services, warehousing and fulfillment. We help brand partners execute their e-commerce strategies in China by selling their goods directly to customers online or by providing services to assist with their e-commerce operations.

With e-commerce in China growing rapidly in both scale and complexity, more global brands view e-commerce as a valuable part of their China expansion strategy, and brands look to us as a trusted partner for our local knowledge and industry expertise to execute and integrate e-commerce strategies without the investment associated with establishing and maintaining local infrastructure and capabilities on their own.

The number of our brand partners grew from 56 as of December 31, 2012, to 71 as of December 31, 2013, and to 93 as of December 31, 2014. These brands cover diverse categories, including apparel, appliances, electronics, home, food and health, cosmetics and fast moving consumer goods, insurance and automobile. Many of our brand partners occupy leading positions in their respective industries, such as Philips, Nike, Microsoft and Haagen-Dazs. According to the iResearch Report, we are the leading brand e-commerce solutions provider in China that has penetrated into the most diversified and comprehensive range of categories.

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. Our end-to-end brand e-commerce capabilities allow us to leverage brand partners’ unique resources and seamlessly integrate with their back-end systems to enable data tracking and analytics for the full transaction value chain, making us a valuable part of our brand partners’ e-commerce functions. We help our brand partners establish market presence and launch products quickly on official brand stores and major online marketplaces in China, such as Tmall, JD.com and Amazon, as well as social media platforms such as Weixin. We also help our brand partners devise and execute O2O strategies combining the strengths of their online and offline retail networks. By enabling seamless shopping experience across various channels both online and offline, we deliver omni-channel solutions to achieve optimal branding effect and sales results that are responsive to our brand partners’ individual e-commerce objectives.

Our store operation capabilities, logistics network and warehousing capacities are crucial to our success. We provide customizable solutions and dedicated personnel with relevant industry experience and brand-specific training in operating e-commerce stores. We partner with leading nationwide and local logistics services providers to ensure reliable and timely delivery. For example, we understand from SF Express, one of the largest express delivery services in China, that we are one of its top 10 customers in China. We are able to achieve next-day delivery in 95 cities across China. We operate three warehouses with an aggregate gross floor area of 45,000 square meters that can handle 200,000 daily orders and 250,000 daily pieces. Our warehouse management system

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is customized to account for variance in arrangements with brand partners and differences in product specifications, ranging from apparel, electronics to beauty and health products.

Technology is key to our success and quick expansion. Leveraging our proprietary and scalable technology infrastructure and systems, we provide integrated e-commerce solutions that synchronize marketing campaigns, centralize management of inventory, order fulfillment and customer service, and collect and analyze real-time consumer behavior and transaction data across internet, mobile and offline channels. The scalability of our systems, built on deep vertical knowledge and modular implementation, allows us to efficiently provide customized solutions across categories and support an increasingly larger array of transactions as we add new brands, integrate new channels and accommodate peaks and surges in consumer demand.

We continue to win brands’ loyalty with our track record of articulating their marketing needs into workable solutions that consistently deliver tangible sales results. We collect valuable consumer behavior data through our customer relationship management system. We have also developed our Business Intelligence, or BI, software which enables real-time analysis of transaction data across online and mobile channels to make more targeted and insightful marketing recommendations to our brand partners that leverage the strengths of various channels. We believe that as we increase our solution offerings and channels to our brand partners, launch more marketing initiatives and campaigns together and increase their sales, the stickiness of our relationships with brand partners will also grow.

We generate revenues from two revenue streams: (i) product sales and (ii) services. We generally operate e-commerce businesses for our brand partners based on one of three business models: distribution model, service fee model and consignment model, or in some circumstances, a combination of the business models. We derive product sales revenues when we sell products to customers under the distribution model. We derive services revenues under the service fee model and consignment model. For services provided, we charge our brand partners fees consisting of fixed fees and/or variable fees based on GMV or other variable factors such as number of orders fulfilled. Under the consignment model, we may also facilitate brand partners’ online sales of products as an agent and receive commission fee calculated based on a formula pre-agreed with our brand partners. In 2012, 2013 and 2014, net revenues from product sales accounted for 85.9%, 83.8% and 74.9%, respectively.

Our GMV was RMB1,460.4 million, RMB2,620.8 million and RMB4,248.9 million (US$684.8 million) in 2012, 2013 and 2014, respectively. For the same periods, our total net revenues were RMB954.5 million, RMB1,521.8 million and RMB1,584.4 million (US$255.4 million). We incurred net loss of RMB47.2 million, RMB37.8 million and RMB59.8 million (US$9.6 million) in 2012, 2013 and 2014, respectively. We incurred non-GAAP net loss of RMB42.7 million and RMB26.3 million in 2012 and 2013, respectively, and had non-GAAP net income of RMB25.1 million (US$4.1 million) in 2014. See “Summary Consolidated Financial and Operating Data—Non-GAAP Financial Measures.”

OUR INDUSTRY

Brand e-commerce refers to business-to-consumer, or B2C, e-commerce conducted through official brand stores and official marketplace stores. Brand e-commerce differentiates itself from other models of B2C e-commerce, such as independent direct sales platforms and online stores operated by brands’ offline distributors, as it enables the online stores to be operated with the brands’ unique brand image, look and feel and allows the brands to control their own branding and merchandising.

With the growth and rising popularity of e-commerce in China, global brands view e-commerce as an important part of their China expansion strategy, and increasingly elect e-commerce as their key distribution

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channel in China. Brand e-commerce has experienced and is expected to continue to experience a higher growth rate compared to the overall B2C e-commerce market in China. According to the iResearch Report, China’s brand e-commerce market is expected to increase from RMB22 billion (US$4 billion) in 2010 to RMB800 billion (US$129 billion) in 2014, representing a CAGR of 145.7%. It is expected to further reach RMB2,352 billion (US$379 billion) in 2017, at a CAGR of 43.3%.

While international and domestic brands are increasingly focusing on the growth opportunities in brand e-commerce in China, they also face challenges arising from the complexity in distribution channel selection, consumer demands, merchandising, online store operations, technology infrastructure, warehousing and fulfillment. As such, brands look to solutions providers with local knowledge and industry expertise to execute and integrate e-commerce strategies for them without the investment associated with establishing and maintaining local infrastructure and capabilities on their own. With their in-depth understanding of industry vertical expertise and brand partners’ needs, end-to-end brand e-commerce solution providers offer one-stop solutions across the e-commerce value chain for brands while enabling them to maintain a high level of quality and control.

The brand e-commerce solutions market in China is still in its emerging stage of development. It is expected to ride on the strong growth in China’s brand e-commerce sector and further increase market penetration. According to the iResearch Report, the market size of the brand e-commerce solutions market in China based on transaction value is expected to grow from RMB26 billion (US$4 billion) in 2014 to close to RMB100 billion (US$16 billion) in 2017, representing a CAGR of 56.7%.

OUR STRENGTHS

We believe that the following competitive strengths contribute to our leading position in the brand e-commerce solutions market in China:

• leader in brand e-commerce solutions and trusted partner to global brands;

• end-to-end brand e-commerce solutions with omni-channel capabilities;

• proven store operation capabilities and fulfillment infrastructure;

• scalable and reliable proprietary technology;

• robust and insightful digital marketing capabilities; and

• proven and experienced management team with deep industry knowledge.

OUR STRATEGIES

Our goal is to be a leading global e-commerce solutions provider for brands. We plan to achieve our goal by pursuing the following key strategies:

• deepen existing relationships with brands;

• expand and optimize our brand portfolio;

• enhance our fulfillment capabilities;

• strengthen our data analysis capabilities;

• grow our closeout retail platform, Maikefeng;

• extend our geographical reach in Asia; and

• selectively pursue strategic alliances and acquisition opportunities.

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OUR CHALLENGES

Our ability to achieve our goal and execute our strategies is subject to risks and uncertainties, including those relating to our ability to:

• manage risks associated with the growth of the e-commerce market in China;

• retain and attract brand partners;

• gain further category expertise;

• increase product sales;

• increase revenues generated from services;

• enhance cooperation with marketplaces and other channel partners;

• successfully expand and operate our business in Asia;

• innovate and grow our new product and service offerings, such as our closeout retail platform Maikefeng;

• manage our revenue and product mix;

• effectively invest in our fulfillment infrastructure and technology platform; and

• manage growth, costs and working capital.

We also face other challenges, risks and uncertainties that may materially and adversely affect our business, financial condition, results of operations and prospects. You should refer to “Risk Factors”, beginning on page 16, for a more detailed discussion of the risks involved in investing in our ADSs. For example, as holders of ADSs, you may have fewer rights than holders of our Class A ordinary shares and must act through the depositary to exercise those rights.

CORPORATE HISTORY AND STRUCTURE

We are a holding company and operate our business through our wholly-owned subsidiaries and a PRC consolidated variable interest entity, or VIE. We commenced operations to provide brand e-commerce solutions in China in August 2007 through Shanghai Baozun E-Commerce Limited, or Shanghai Baozun, a PRC limited liability company founded by our CEO Mr. Vincent Wenbin Qiu, our COO Mr. Junhua Wu, one of our directors Mr. Michael Qingyu Zhang and several other individual investors, or collectively, the Founding Shareholders. Shanghai Baozun, our wholly-owned subsidiary, provides integrated brand e-commerce solutions to our brand partners, including IT services, store operations, digital marketing, customer services, warehousing and fulfillment.

In March 2010, we incorporated our wholly-owned subsidiaries, Shanghai Bodao E-Commerce Limited, or Shanghai Bodao, and Shanghai Yingsai Advertisement Limited, or Shanghai Yingsai, in China. In December 2011, we incorporated our wholly-owned subsidiary, Shanghai Fengbo E-Commerce Limited, or Shanghai Fengbo, in China. Shanghai Fengbo and Shanghai Bodao provide brand e-commerce solutions to our brand partners, and Shanghai Yingsai provides marketing services to our brand partners. As we began to expand our business outside of mainland China, we established Baozun Hongkong Limited in September 2013, which serves as our operation center in Hong Kong. In December 2013, we incorporated our holding company, Baozun Cayman Inc., under the laws of the Cayman Islands. We incorporated Baozun Hong Kong Holding Limited in

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January 2014 to develop our e-commerce solutions business in Hong Kong and internationally. We changed our holding company’s name from Baozun Cayman Inc. to Baozun Inc. in March 2015.

The operation of value-added telecommunications businesses in China requires an operating license, which we refer to as an ICP license, and foreign ownership of value-added telecommunications business is subject to restrictions under current PRC laws, rules and regulations. Although our current business does not require an ICP license, we hold an ICP license through our VIE, Shanghai Zunyi Business Consulting Ltd., or Shanghai Zunyi, which is the operator of our Maikefeng platform, to provide us with the flexibility to develop value-added telecommunications services in the future that would be in compliance with PRC laws, rules and regulations. In April and July 2014, through Shanghai Baozun, we entered into certain contractual arrangements with Shanghai Zunyi and its shareholders under which we gained effective control over the operations of Shanghai Zunyi. Shanghai Zunyi was a dormant company before July 2014 and began serving customers through our Maikefeng platform, including our Maikefeng mobile application and mkf.com website, in July 2014.

In October 2014, we established Taiwan Baozun Corporation, a wholly-owned subsidiary, to expand our provision of brand e-commerce solutions to the Taiwan market.

As a holding company, our ability to pay dividends depends upon dividends and other distributions on equity paid to us by our principal operating subsidiaries. Pursuant to PRC laws and regulations, our wholly owned subsidiaries may pay dividends only out of their retained earnings, and are required to set aside a portion of their net income each year to fund certain statutory reserves. These reserves, together with the registered equity, are not distributable as cash dividends. See “Risk Factors—Risks Related to Doing Business in the People’s Republic of China—We 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.” and “Regulation—Regulation of Dividend Distribution.”

For our private placement of ordinary shares and convertible redeemable preferred shares, see “Description of Share Capital—History of Securities Issuances.”

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The following diagram illustrates our corporate structure and the place of incorporation of each of our significant subsidiaries and VIE as of the date of this prospectus:

Note:

(1) Shanghai Zunyi is our VIE in China and is 80% owned by Mr. Vincent Wenbin Qiu and 20% owned by Mr. Michael Qingyu Zhang. It primarily serves as our platform for developing our Maikefeng business.

CORPORATE INFORMATION

Our principal executive offices are located at Building No. H, No. 1188 Wanrong Road, Zhabei District, Shanghai 200436, the People’s Republic of China. Our telephone number at this address is +86 21 6095-6000. Our registered office in the Cayman Islands is located at the offices of Novasage Incorporations (Cayman) Limited, at Floor 4, Willow House, Cricket Square, P.O. Box 2582, Grand Cayman KY1-1103, Cayman Islands.

Investors should submit any inquiries to the address and telephone number of our principal executive offices. Our corporate website is www.baozun.com. The information contained on our website is not a part of this prospectus. Our agent for service of process in the United States is Law Debenture Corporate Services Inc., located at 400 Madison Avenue, 4^th Floor, New York, NY 10017.

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IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY

As a company with less than US$1 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. For so long as we remain an emerging growth company, we are permitted to rely on exemptions from some of the reporting requirements that are applicable to public companies that are not emerging growth companies. These exemptions include:

• being permitted to provide only two years of selected financial data (rather than five years) and only two years of audited financial statements (rather than three years), in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure;

• not being required to comply with the auditor attestation requirements of the Sarbanes-Oxley Act of 2002 in the assessment of our internal control over financial reporting; and

• not being required to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards.

We have taken, and may continue to take, advantage of some of these exemptions until we are no longer an emerging growth company. We have, however, elected to “opt out” of the last exemption listed above and, as a result, we will comply with new or revised accounting standards as required when they are adopted for public companies. This decision to opt out of the extended transition period under the JOBS Act is irrevocable.

We will remain an emerging growth company until the earliest of (a) the last day of the fiscal year following the fifth anniversary of the completion of this offering, (b) the last day of the fiscal year in which we have total annual gross revenue of at least US$1 billion, (c) the date on which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds US$700 million as of the prior June 30, and (d) the date on which we have issued more than US$1 billion in non-convertible debt during the prior three-year period.

CONVENTIONS THAT APPLY TO THIS PROSPECTUS

Unless otherwise indicated or the context otherwise requires, references in this prospectus to:

• “ADRs” are to the American depositary receipts, which, if issued, evidence our ADSs;

• “ADSs” are to our American depositary shares, each of which represents              Class A ordinary shares;

• “Baozun”, “we,” “us,” “our company,” and “our,” refer to Baozun Inc., a Cayman Islands company, formerly known as Baozun Cayman Inc. and unless the context requires otherwise, includes its consolidated subsidiaries and variable interest entity;

• “brand e-commerce” are to B2C e-commerce conducted through official brand stores or official marketplace stores;

• “brand partners” are to companies for which we operate official brand stores or official marketplace stores under their brand names or have entered into agreements to do so;

• “China” and the “PRC” are to the People’s Republic of China, excluding, for the purpose of this prospectus only, Taiwan and the special administrative regions of Hong Kong and Macau;

• “GMV” are to gross merchandise volume, which is (i) the full value of all purchases transacted and settled on the stores operated by us (including our Maikefeng platform but excluding stores for the

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operations of which we only charge fixed fees) and (ii) the full value of purchases for which customers have placed orders and paid deposits on such stores and which have been settled offline. Our calculation of GMV includes value added tax and excludes (i) shipping charges, (ii) surcharges and other taxes, (iii) value of the goods that are returned and (iv) deposits for purchases that have not been settled;

• “O2O” are to online-to-offline and offline-to-online commerce;

• “official brand stores” are to brands’ official online stores;

• “official marketplace stores” are to brands’ flagship stores and authorized stores on third-party online marketplaces;

• “RMB” and “Renminbi” are to the legal currency of China;

• “ordinary shares” are to our ordinary shares, par value US$0.0001 per share, prior to the completion of this offering, and to our Class A and Class B ordinary shares, par value US$0.0001 per share upon and after the completion of this offering;

• “transaction value” are to the value of all purchases made through stores operated by a brand e-commerce service provider, and such definition is consistent with the iResearch Report; and

• “US$” and “U.S. dollars” are to the legal currency of the United States.

Unless otherwise indicated, information in this prospectus assumes that the underwriters do not exercise their option to purchase              additional ADSs, representing              Class A ordinary shares.

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THE OFFERING

Offering price We currently anticipate that the initial public offering price will be between US$              and US$              per ADS.

ADSs offered by us              ADSs (or              ADSs if the underwriters exercise their over-allotment option in full)

ADSs outstanding immediately after this offering              ADSs (or              ADSs if the underwriters exercise their over-allotment option in full)

Ordinary shares outstanding immediately after this offering              ordinary shares (or              ordinary shares if the underwriters exercise their over-allotment option in full), comprising (i)              Class A ordinary shares, par value US$0.0001 per share (or              Class A ordinary shares if the underwriters exercise their over-allotment option in full), and (ii) 13,300,738 Class B ordinary shares, par value US$0.0001 per share.

The ADSs Each ADS represents              Class A ordinary shares, par value US$0.0001 per share. The ADSs may be evidenced by an ADR.

The depositary will hold the Class A ordinary shares underlying your ADSs. You will have rights as provided in the deposit agreement among us, the depositary and holders and beneficial owners of ADSs from time to time.

We do not expect to pay dividends in the foreseeable future. If, however, we declare dividends on our ordinary shares, the depositary will pay you the cash dividends and other distributions it receives on our Class A ordinary shares, after deducting its fees and expenses in accordance with the terms set forth in the deposit agreement.

You may turn in your ADSs to the depositary in exchange for Class A ordinary shares. The depositary will charge you fees for any exchange.

We may amend or terminate the deposit agreement without your consent. If you continue to hold your ADSs after an amendment to the deposit agreement, you agree to be bound by the deposit agreement as amended.

To better understand the terms of the ADSs, you should carefully read the “Description of American Depositary Shares” section of this prospectus. You should also read the deposit agreement, which is filed as an exhibit to the registration statement that includes this prospectus.

Ordinary Shares Our ordinary shares will be divided into Class A ordinary shares and Class B ordinary shares upon and after completion of this offering. On all matters subject to shareholders’ vote, holders of Class A

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ordinary shares are entitled to one vote per share, while holders of Class B ordinary shares are entitled to ten votes per share. We plan to issue Class A ordinary shares represented by our ADSs in this offering. Upon any transfer of a Class B ordinary share by its holder to any person who is not an affiliate of such holder as defined in our fourth amended and restated memorandum and articles of association, such Class B ordinary share shall automatically and immediately convert into one Class A ordinary share. Class B ordinary shares may be converted into an equal number of Class A ordinary shares at any time at the election of the holder of the Class B ordinary shares. In no event shall Class A ordinary shares be convertible into Class B ordinary shares. For more information on our ordinary shares, you should refer to the “Description of Share Capital” section of this prospectus.

Over-allotment option We have granted the underwriters an option, exercisable within 30 days from the date of this prospectus, to purchase up to an              additional ADSs representing              Class A ordinary shares.

Use of proceeds We expect that we will receive net proceeds of approximately US$             million from this offering (or approximately US$             million if the underwriters exercise their option to purchase additional ADSs in full), assuming an initial public offering price of US$             per ADSs, which is the midpoint of the estimated range of the initial public offering price, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

We intend to use the net proceeds from this offering as follows:

• approximately US$             million for investment in sales and marketing activities;

• approximately US$             million for investment in our research and development and technology infrastructure;

• approximately US$             million for expansion of our warehousing and fulfillment infrastructure; and

• the balance for general corporate purposes, working capital and potential acquisitions, investments and alliances (although we have no present commitments or agreements to enter into any acquisitions, investments or alliances).

See “Use of Proceeds” for more information.

Lock-up We, our directors, executive officers and all of our existing shareholders and option holders, have agreed with the underwriters not to sell, transfer or dispose of any of our ADSs, ordinary shares or similar securities for a period of 180 days after the date of this prospectus. See “Underwriting.”

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Payment and settlement The underwriters expect to deliver the ADSs against payment therefor through the facilities of Depository Trust Company on or about             , 2015.

Listing Prior to this offering, there has been no public market for our ordinary shares or ADSs.

We intend to apply for the listing of the ADSs on the NASDAQ Global Market under the symbol “BZUN.” Our ADSs and shares will not be listed on any other stock exchange or traded on any automated quotation system.

Reserved ADSs At our request, the underwriters have reserved for sale, at the initial public offering price, up to              ADSs offered in this offering to some of our directors, officers, employees, business associates and related persons through a directed share program.

Depositary JPMorgan Chase Bank, N.A.

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SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA

The following summary consolidated statements of operations data for the years ended December 31, 2012, 2013 and 2014 and summary consolidated balance sheet data as of December 31, 2012, 2013 and 2014 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. Our consolidated financial statements are prepared and presented in accordance with accounting principles generally accepted in the United States, or U.S. GAAP.

You should read this Summary Consolidated Financial and Operating Data section together with our consolidated financial statements and the related notes and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section included elsewhere in this prospectus. Our historical results are not necessarily indicative of results expected for future periods.

	For the Year Ended December 31,
	2012			2013			2014
	RMB			RMB			RMB			US$
	(in thousands, except for per share and per ADS data and number of shares)
Consolidated Statement of Operations Information
Net revenues
Product sales		819,422			1,274,746			1,187,162			191,336
Services		135,042			247,090			397,258			64,026
Total net revenues		954,464			1,521,836			1,584,420			255,362
Operating expenses(1)
Cost of products		(808,063	)		(1,245,832	)		(1,086,133	)		(175,053	)
Fulfillment		(72,026	)		(116,432	)		(168,130	)		(27,098	)
Sales and marketing		(78,633	)		(146,202	)		(226,952	)		(36,577	)
Technology and content		(6,554	)		(16,120	)		(63,607	)		(10,252	)
General and administrative		(33,461	)		(38,160	)		(96,911	)		(15,619	)
Other operating expenses, net		(122	)		(75	)		457			74
Total operating expenses		(998,859	)		(1,562,821	)		(1,641,276	)		(264,525	)
Loss from operations		(44,395	)		(40,985	)		(56,856	)		(9,163	)
Other income (expenses)
Interest income		122			4,574			3,156			509
Interest expenses		(3,275	)		(677	)		(1,552	)		(250	)
Exchange gain (loss)		314			(376	)		(2,650	)		(427	)
Loss before tax		(47,234	)		(37,464	)		(57,902	)		(9,351	)
Income tax expense		—			(307	)		(1,912	)		(308	)
Net loss		(47,234	)		(37,771	)		(59,814	)		(9,639	)
Deemed dividend from issuance of convertible redeemable preferred shares		(4,683	)		—			(16,666	)		(2,686	)
Change in redemption value of convertible redeemable preferred shares		(16,231	)		(61,435	)		(79,169	)		(12,760	)
Net loss attributable to ordinary shareholders		(68,148	)		(99,206	)		(155,649	)		(25,085	)
Net loss per share attributable to ordinary shareholders
Basic		(2.27	)		(3.31	)		(5.31	)		(0.86	)
Diluted		(2.27	)		(3.31	)		(5.31	)		(0.86	)

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	For the Year Ended December 31,
	2012			2013			2014
	RMB			RMB			RMB		US$
	(in thousands, except for per share and per ADS data and number of shares)
Weighted average shares used in calculating net loss per ordinary share
Basic		29,983,883			29,983,883			29,314,067		29,314,067
Diluted		29,983,883			29,983,883			29,314,067		29,314,067
Non-GAAP Financial Measure:(2)
Non-GAAP net income/(loss)		(42,708	)		(26,265	)		25,149		4,053

(1) Share-based compensation expenses are allocated in operating expenses items as follows:

	For the Year Ended December 31,
	2012			2013			2014
	RMB			RMB			RMB			US$
	(in thousands)
Fulfillment		(73	)		(584	)		(460	)		(74	)
Sales and marketing		(685	)		(5,822	)		(5,469	)		(881	)
Technology and content		(159	)		(1,608	)		(26,311	)		(4,241	)
General and administrative		(3,609	)		(3,492	)		(52,723	)		(8,498	)
		4,526			11,506			84,963			13,694

(2) See “—Non-GAAP Financial Measure.”

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	As of December 31,
	2012			2013			2014
	RMB			RMB			RMB			US$			RMB		US$
													Pro forma(1)
	(in thousands, except per share and per ADS data and number of shares)
Consolidated Balance Sheets Information
Cash and cash equivalents		270,077			154,156			206,391			33,264			206,391		33,264
Restricted cash		—			36,000			37,900			6,108			37,900		6,108
Accounts receivable, net		57,448			106,468			229,502			36,989			229,502		36,989
Inventories		72,412			133,347			242,978			39,161			242,978		39,161
Total assets		465,179			531,447			872,514			140,624			872,514		140,624
Accounts payable		56,978			173,810			300,007			48,352			300,007		48,352
Short-term borrowings		48,774			—			—			—			—		—
Total liabilities		144,504			225,082			393,458			63,414			393,458		63,414
Series A convertible redeemable preferred shares		44,187			49,170			55,924			9,013			—		—
Series B convertible redeemable preferred shares		162,195			180,182			202,125			32,577			—		—
Series C-1 convertible redeemable preferred shares		258,923			308,848			355,176			57,244			—		—
Series C-2 convertible redeemable preferred shares		—			—			37,630			6,065			—		—
Series D convertible redeemable preferred shares		—			—			150,430			24,245			—		—
Shareholder’s equity/(deficit)		(144,630	)		(232,375	)		(322,229	)		(51,934	)		479,056		77,210
Total liabilities, convertible redeemable preferred shares and shareholders’ deficit		465,179			531,447			872,514			140,624			872,514		140,624

(1) The pro forma balance sheet information as of December 31, 2014 assumes the conversion upon completion of the initial public offering of all convertible redeemable preferred shares outstanding as of December 31, 2014 into ordinary shares.

The following table sets forth the following operating data for each period indicated.

	For the Year Ended December 31,
	2012			2013			2014
Number of brand partners as of the period end(1)		56			71			93
Number of GMV brand partners as of the period end(2)		53			61			78
Total GMV(3) (RMB in millions)		1,460	(4)		2,621	(4)		4,249	(4)
Average GMV per GMV brand partner(5)		30			46			61

(1) Brand partners are defined as companies for which we operate official brand stores or official marketplace stores under their brand names or have entered into agreements to do so.

(2) GMV brand partners are defined as brand partners that contributed to our GMV during the respective periods.

(3) GMV is defined as (i) the full value of all purchases transacted and settled on stores operated by us (including our Maikefeng platform but excluding stores for the operations of which we only charge fixed fees) and (ii) the full value of purchases for which customers have placed orders and paid deposits on such stores and which have been settled offline. Our calculation of GMV includes value added tax and excludes

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(i) shipping charges, (ii) surcharges and other taxes, (iii) value of the goods that are returned and (iv) deposits for purchases that have not been settled.

(4) GMV of our Maikefeng platform was nil, nil and RMB33.9 million (US$5.5 million) in 2012, 2013 and 2014, respectively.

(5) Average GMV per GMV brand partner is calculated by dividing GMV (excluding Maikefeng) by the average number of GMV brand partners as of the beginning and end of the respective periods.

Non-GAAP Financial Measure

In evaluating our business, we consider and use one non-GAAP measure, non-GAAP net income/(loss), as a supplemental measure to review and assess our operating performance. The presentation of this non-GAAP financial measure is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. We define non-GAAP net income/(loss) as net income/(loss) excluding share-based compensation expenses.

We present the non-GAAP financial measure because it is used by our management to evaluate our operating performance and formulate business plans. Non-GAAP net income/(loss) enables our management to assess our operating results without considering the impact of share-based compensation expenses. We also believe that the use of the non-GAAP measure facilitate investors’ assessment of our operating performance.

The non-GAAP financial measure is not defined under U.S. GAAP and is not presented in accordance with U.S. GAAP. The non-GAAP financial measure has limitations as an analytical tool. One of the key limitations of using non-GAAP net income/(loss) is that it does not reflect all items of income and expense that affect our operations. Share-based compensation expenses have been and may continue to be incurred in our business and is not reflected in the presentation of non-GAAP net income/(loss). Further, the non-GAAP measure may differ from the non-GAAP information used by other companies, including peer companies, and therefore their comparability may be limited.

We compensate for these limitations by reconciling the non-GAAP financial measure to the nearest U.S. GAAP performance measure, which should be considered when evaluating our performance. We encourage you to review our financial information in its entirety and not rely on a single financial measure.

The following table reconciles our non-GAAP net income/(loss) in 2012, 2013 and 2014 to the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP, which is net income/(loss):

	For the Year Ended December 31,
	2012			2013			2014
	RMB			RMB			RMB			US$
	(in thousands)
Reconciliation of Net Loss to Non-GAAP Net Income/(Loss):
Net loss		(47,234	)		(37,771	)		(59,814	)		(9,639	)
Add: Share-based compensation expenses		4,526			11,506			84,963			13,694
Non-GAAP net income/(loss)		(42,708	)		(26,265	)		25,149			4,053

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RISK FACTORS

An investment in our ADSs involves material risks. You should carefully consider the risks and uncertainties set forth below, as well as all of the other information included in this prospectus, before deciding to invest in our ADSs. The occurrence of any of the following risks could materially and adversely affect our business, financial condition, results of operations and prospects. In any such case, the market price of our ADSs could decline and you could lose all or part of your investment.

Risks Related to Our Business

If the e-commerce market in China does not grow, or grows more slowly than we expect, demand for our services and solutions could be adversely affected.

Continued demand from our existing and potential brand partners to use our services and solutions depends on whether e-commerce will continue to be widely accepted. While online retail has existed in China since the 1990s, only recently have large online retail companies become profitable. The long-term viability and prospects of the online retail business in China remain relatively untested. Our future results of operations will depend on numerous factors affecting the development of the e-commerce industry in China, which may be beyond our control. These factors include:

• the growth of internet, broadband, personal computer and mobile penetration and usage in China, and the rate of any such growth;

• the trust and confidence level of online retail consumers in China, as well as changes in consumers’ demographics, tastes and preferences;

• whether alternative retail channels or business models that better address the needs of consumers emerge in China; and

• the development of fulfillment, payment and other ancillary services associated with online purchases.

If consumer utilization of e-commerce channels in China does not grow or grows more slowly than we expect, demand for our services and solutions would be adversely affected, our revenues would be negatively impacted and our ability to pursue our growth strategy would be compromised.

If the complexities and challenges faced by brand partners seeking to sell online diminish, or if our brand partners increase their in-house e-commerce capabilities as an alternative to our solutions and services, demand for our solutions and services could be adversely affected.

One of the key attractions of our solutions and services to brand partners is our ability to help address the complexities and difficulties they face in the e-commerce market in China. If the level of such complexities and difficulties declines as a result of changes in the e-commerce landscape or otherwise, or if our brand partners choose to increase their in-house support capabilities as an alternative to our e-commerce solutions and services, our solutions and services may become less important or attractive to our brand partners, and demand for our solutions and services may decline.

Our success is tied to the success of our existing and future brand partners for which we operate brand e-commerce business.

Our success is substantially dependent upon the success of our brand partners. As we continue to expand and optimize our brand partner base, our future success will also be tied to the success of our future brand partners. We cannot assure you that our efforts to optimize our brand partner base will be successful or will not have any material adverse impact on our business performance or results of operation. The retail business in China is intensely competitive. If our brand partners were to have financial difficulties, suffer impairment of their brands or if the profitability of, or demand for, their products decreases, it could adversely affect our results of operations and our ability to maintain and grow our business. Our business could also be adversely affected if our brand partners’ marketing, brands or retail stores are not successful or if our brand partners reduce their marketing efforts.

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

We provide brand e-commerce solutions to brand partners primarily pursuant to annual and bi-annual contractual arrangements. These contracts may not be renewed or, if renewed, may not be renewed on the same or more favorable terms for us. We may not be able to accurately predict future trends in brand partners renewals, and our brand partners’ renewal rates may decline or fluctuate due to factors such as level of satisfaction with our services and solutions and our fees and charges, as well as factors beyond our control, such as level of competition faced by our brand partners, their level of success in e-commerce and their spending levels.

In particular, some of our existing brand partners have had years of cooperation with us and we generated a significant portion of our net revenue through (i) the sale of products in the stores of these brands operated by us and (ii) provision of our services to these brand partners, which we collectively refer to as net revenues “related to” these brand partners in order to assess our overall business relationship with them. In 2014, net revenues related to our top two brand partners comprised approximately 30% and 22% of our total net revenues, respectively. Some of our other brand partners also contributed significantly to our total GMV while our net revenues related to them were less significant (each less than 10% of our total net revenues in 2014) as they mainly utilized our capabilities under the service fee model or consignment model and therefore we did not generate any product sales revenue related to them. Net revenues related to our top 10 brand partners in the aggregate comprised approximately 76% of our total net revenues in 2014. If some of our existing brand partners, in particular brand partners with years of cooperation with us, terminate or do not renew their business relationships with us, renew on less favorable terms or for fewer services and solutions, and we do not acquire replacement brand partners or otherwise grown our brand partner base, our results of operations may be materially and adversely affected.

Some of our existing brand partners do not allow us to sell products of, or provide similar services to, their competitors, which has restricted and may continue to restrict the development and expansion of our business, including the business operation of Maikefeng, our closeout retail platform which we launched in 2014. We have a variety of products on Maikefeng, some of which may be manufactured or distributed by competitors of our existing brand partners. If the operation of Maikefeng is considered by such brand partners as a breach under relevant distribution and service contracts with them, they may request an early termination of such contracts and claim for damages or other liabilities against us, as a result of which our business operations and reputations may be materially and adversely affected. Further, with the expansion in our business, we may be subject to similar non-compete restrictions requested from existing and future brand partners. Compliance with such restrictions will limit our ability to expand our business. If we are found by these brand partners to be in violation of the non-compete restrictions, we may be subject to breach liabilities, as a result of which our financial condition and results of operations may be materially and adversely affected.

We have incurred significant net losses since inception and may not be able to achieve and subsequently maintain profitability.

We incurred net losses of RMB47.2 million, RMB37.8 million and RMB59.8 million (US$9.6 million) during the years ended December 31, 2012, 2013 and 2014, respectively. We anticipate that our operating expenses will increase substantially in the foreseeable future as we increase the scale of our operations. As a result, we can provide no assurance as to when or whether we will achieve profitability. In addition, as we will become a public company, we have begun, and will continue, to incur significant accounting, legal and other expenses that we did not incur as a private company. To achieve profitability, we will need to increase our revenue sufficiently to offset these higher expenses or increase sales of the products and services that have higher profitability or significantly reduce our expense level and if we are forced to reduce our expenses, our growth strategy could be compromised. If we are not able to achieve or subsequently maintain profitability, the value of our company and our ADSs could decline significantly.

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In addition, our growth and profitability are affected by our revenue mix, which may vary over time because we work with our brand partners under different combinations of business models to achieve their objectives. Accordingly, our historical performance may not be indicative of future operating results. For more information, please see “Business—Our Business Models and Solutions.”

We rely in part on a pricing model under which a variable portion of the revenues we generate from our brand partners is based upon the amount of GMV, and any change in the attractiveness of that model may adversely affect our financial results.

We have adopted a pricing model under which a portion of the revenues we generate from our brand partners is variable based on our GMV. If our GMV were to decline, or if our brand partners were to demand fixed pricing terms that do not provide for any variability based on the full value of all purchases transacted and settled on the stores operated by us, our revenues and profitability may be adversely affected.

If we fail to maintain our relationships with e-commerce channels, or if e-commerce channels otherwise curtail or inhibit our ability to integrate our solutions with their channels, our solutions would be less appealing to existing and potential brand partners.

We generate a substantial majority of our revenues from the solutions we provide on e-commerce channels, including but not limited to marketplaces, social media and mobile channels. These e-commerce channels have no obligation to do business with us or to allow us access to their channels in the long term. If we fail to maintain our relationships with these channels, they may decide at any time and for any reason to significantly curtail or inhibit our ability to integrate our solutions with their channels. Additionally, these channels may decide to make significant changes to their respective business models, policies, systems or plans, and those changes could impair or inhibit our brand partners’ ability to use our solutions to sell their products on those channels, or may adversely affect GMV that our brand partners can sell on those channels or reduce the desirability of selling on those channels. Further, these channels could decide to acquire similar capabilities that we possess and compete with us. Any of these could cause our brand partners to re-evaluate the value of our solutions and services and potentially terminate their relationships with us, which would have a material adverse effect on our results of operations.

We rely on the success of certain e-commerce channels such as Tmall.

A substantial majority of our GMV is derived from merchandise sold or services rendered on Tmall. If e-commerce channels such as Tmall are not successful in attracting consumers or their reputations are adversely affected for whatever reasons, our brand partners may cease to sell their products on these channels. As our results of operations rely on the solutions we provide on these e-commerce channels, a decrease in the use of these channels would reduce demands for our services, which would adversely affect our business and results of operations.

We may not be able to compete successfully against current and future competitors.

We face intense competition in the market for brand e-commerce solutions and services, and we expect competition to continue to intensify in the future. Increased competition may result in reduced pricing for our services and solutions or a decrease in our market share, any of which could negatively affect our ability to retain existing brand partners and attract new brand partners, our future financial and operating results, and our ability to grow our business.

A number of competitive factors could cause us to lose potential sales or to sell our services and solutions at lower prices or at reduced profitability, including:

• Potential brand partners may choose to continue using or developing applications or building e-commerce teams or infrastructures in-house, rather than paying for our solutions and services;

• The e-commerce channels themselves, which typically offer, often free, software tools that allow brand partners to connect to the e-commerce channels, may decide to compete more vigorously with us;

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• Competitors may adopt more aggressive pricing policies and offer more attractive sales terms, adapt more quickly to new technologies and changes in brand partners’ requirements, and devote greater resources to the promotion and sales of their products and services than we can;

• Current and potential competitors may offer software that addresses one or more online channel management functions at a lower price point or with greater depth than our solutions and may be able to devote greater resources to those solutions than we can; and

• Software vendors could bundle channel management solutions with other solutions or offer such products at a lower price as part of a larger product sale.

In addition, competition may intensify as our competitors raise additional capital and as established companies in other market segments or geographic markets expand into our market segments or geographic markets. If we cannot compete successfully against our competitors, our business and our operating and financial results could be adversely affected.

Material disruption of e-commerce channels could prevent us from providing services to our brand partners and reduce sales in stores operated by us.

E-commerce channels could cease operations unexpectedly due to a number of events, including interruptions in telecommunication services, computer viruses and unlawful access of e-commerce channels. Any material channel downtime or disruption could prevent us from providing services to our brand partners and reduce sales in stores operated by us. Because we operate on a limited number of e-commerce channels, the adverse effects of such downtime and disruption could be significant to our operations as a whole.

We may not be successful in growing our Maikefeng platform.

Since our inception, we have focused on providing e-commerce services and solutions to brand partners. In March 2014, we expanded our business to extend our product and service offerings to cover the entire product life cycle for our brand partners, and launched our closeout retail online platform, Maikefeng, which offers authentic and high-quality products at discounted prices through our Maikefeng mobile application and mkf.com website. Our relatively short history in operating a closeout retail platform may make it difficult for us to grow our Maikefeng platform. If we cannot successfully address new challenges and compete effectively, we may not be able to recover costs of our investments and eventually achieve profitability, and our future results of operations and growth prospects may be materially and adversely affected.

Our expansion into new product categories may expose us to new challenges and more risks.

We currently serve brand partners in the apparel, appliances, electronics, home, food and health, cosmetics, insurance and automobile categories. In the future, we may provide services to brand partners in new product categories in which we have limited experience and operating history. This may make predicting our future results of operations more difficult than it otherwise would be. Therefore, our past results of operations should not be taken as indicative of our future performance. If we cannot successfully address new challenges and compete effectively, we may not be able to recover costs of our investments and eventually achieve profitability, and our future results of operations and growth prospects may be materially and adversely affected.

Our results of operations are subject to fluctuations due to the seasonality of our business and other events.

We have experienced and expect to continue to experience seasonal fluctuations in our revenues. These seasonal patterns have caused and will continue to cause fluctuations in our operating results. Our results of operations historically have been seasonal primarily because consumers increase their purchases during particular promotional activities, such as Singles Day (which is an online sales promotion event and falls on November 11 of each year) and the impact of seasonal buying patterns within certain categories such as apparel. In addition, we generally experience a lower level of sales activity in the first quarter due to the Chinese New Year holiday, during which consumers generally spend less time shopping online and businesses in China are generally closed.

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In anticipation of increased sales activity during holiday seasons, we increase our inventory levels and incur additional expenses such as by hiring a significant number of temporary employees to supplement our permanent staff. If our revenues are below seasonal expectations during these dates, our operating results could be below the expectations of securities analysts and investors. Due to the nature of our business, it is difficult to predict the seasonal pattern of our sales and the impact of this seasonality on our business and financial results. In the future, our seasonal sales patterns may become more pronounced, may strain our personnel, customer service operations, fulfillment operations and shipment activities and may cause a shortfall in revenues compared to expenses in a given period. As a result, the trading price of our ADSs may fluctuate from time to time due to seasonality.

In addition, if too many consumers access the online stores operated by us within a short period of time due to increased promotions or other demand, we may experience system interruptions that make such online stores unavailable or prevent us from transmitting orders to our fulfillment operations, which may reduce the volume of transactions in the stores that we operate as well as the attractiveness of such online stores to consumers. In anticipation of increased sales activity during holiday seasons, we and our brand partners increase our inventory levels. If we and our brand partners do not increase inventory levels for popular products in sufficient amounts or are unable to restock popular products in a timely manner, we and our brand partners may fail to meet customer demand which could reduce the attractiveness of such online stores. Alternatively, if we overstock products, we may be required to take significant inventory markdowns or write-offs, which could reduce profits.

We have experienced rapid growth in recent years, and failure to adequately manage our expansion either organically or through strategic alliances or acquisitions could impair our ability to deliver high-quality solutions to our brand partners and adversely affect our reputation.

Expansion has placed, and continues to place, significant strain on our management and resources. To accommodate our growth, we anticipate that we will need to implement a variety of new and upgraded operational and financial systems, procedures and controls, including the improvement of our accounting and other internal management systems. We will also need to continue to expand, train, manage and motivate our workforce and manage our relationships with our brand partners, suppliers, third-party merchants and other service providers. All of these endeavors involve risks and will require substantial management effort and significant additional expenditures. We cannot assure you that we will be able to manage our growth or execute our strategies effectively, and any failure to do so may have a material adverse effect on our business and prospects.

We have made minority investments in and formed joint ventures with third parties that are complementary to our business and operations. In the future, we may pursue select strategic alliances or joint ventures and potential strategic acquisitions that are complementary to our business and operations, including opportunities that can help us promote our solutions to new brand partners, expand our service offerings and improve our technology infrastructure. Strategic alliances or joint ventures with third parties could subject us to a number of risks, including risks associated with sharing proprietary information, non-performance or default by counterparties, and increased expenses in establishing these new alliances, any of which may materially and adversely affect our business. We may have little ability to control or monitor the actions of our strategic partners. To the extent a strategic partner suffers any negative publicity as a result of its business operations, our reputation may be negatively affected by virtue of our association with such party.

In addition, we may not be successful in achieving the strategic objective upon which any given minority investment or joint venture is premised, and we could lose all or part of our investment. As of March 31, 2015, we had invested an aggregate of RMB16.2 million (US$2.6 million) in such minority investments and joint ventures.

We may fail to expand effectively to international markets.

We have been expanding and will continue to expand our business internationally, which may cause our business to be susceptible to international business risks and challenges. We started offering our brand partners end-to-end solutions in Hong Kong in 2013. In October 2014, we established Taiwan Baozun Corporation, a

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wholly-owned subsidiary, to expand our provision of brand e-commerce solutions to Taiwan. As e-commerce grows in other South East Asian markets, we have also commenced our provision of IT services in Indonesia in 2014. International operations are subject to inherent risks and challenges that could adversely affect our business, such as compliance with international legal and regulatory requirements and managing fluctuations in currency exchange rates. Any negative impact from our international business efforts could negatively impact our business, operating results and financial condition as a whole. In addition, we may face additional competition from local companies. Local companies may have a substantial competitive advantage because of their greater understanding of, and focus on, local customers.

If we fail to manage our accounts receivable and inventories effectively, our results of operations, financial condition and liquidity may be materially and adversely affected.

Under the distribution model, we generally grant a credit period of no more than two weeks to the customers of our products. Under the service fee model, we normally charge service fees from our brand partners with a credit period of one month to four months. As of December 31, 2012, 2013 and 2014, our accounts receivables amounted to RMB57.4 million, RMB106.5 million and RMB229.5 million (US$37.0 million), respectively. Our accounts receivables turnover days were 17 days in 2012, 20 days in 2013 and 39 days in 2014. The increases in the amount and turnover days were due to the increases in our sales volumes and our revenues generated from services.

Our inventories have increased significantly in recent periods, from RMB72.4 million as of December 31, 2012 to RMB133.3 million as of December 31, 2013 and RMB243.0 million (US$39.2 million) as of December 31, 2014. These increases reflected the additional inventories required to support our substantially expanded sales volumes.

As we plan to continue expanding our product sales and our services, the amount and turnover days of our accounts receivables and inventories may continue to increase, which will make it more challenging for us to manage our working capital effectively and our results of operations, financial condition and liquidity may be materially and adversely affected.

We rely on our ability to enter into marketing and promotional arrangements with online services, search engines, directories and other websites to drive traffic to the stores we operate. If we are unable to enter into or properly maintain these marketing and promotional arrangements, our ability to generate revenue could be adversely affected.

We have entered into marketing and promotional arrangements with online services, search engines, directories and other web sites to provide content, advertising banners and other links to our brand partners’ e-commerce businesses. We expect to rely on these arrangements as significant sources of traffic to our brand partners’ e-commerce businesses and to attract new brand partners. If we are unable to maintain these relationships or enter into new arrangements on acceptable terms, our ability to attract new brand partners could be harmed. Further, many of the parties with which we may have online advertising arrangements provide advertising services for other marketers of goods. As a result, these parties may be reluctant to enter into or maintain relationships with us. Failure to achieve sufficient traffic or generate sufficient revenue from purchases originating from third parties may limit our brand partners’ and our ability to maintain market share and revenue.

We may not be able to respond to rapid changes in channel technologies or requirements.

The e-commerce market is characterized by rapid technological changes and frequent changes in rules, specifications and other requirements for our brand partners to be able to sell their merchandise on particular channels. Our ability to retain existing brand partners and attract new brand partners depends in large part on our ability to enhance and improve our existing solutions and introduce new solutions that can adapt quickly to these technological changes on the part of channels. To achieve market acceptance for our solutions, we must effectively anticipate and offer solutions that meet frequently changing channel requirements in a timely manner. If our solutions fail to do so, our ability to renew our contracts with existing brand partners and our ability to create or increase demand for our solutions will be impaired.

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If we and our brand partners fail to anticipate changes in consumers’ buying preferences and adjust product offering and merchandising of the stores that we operate accordingly, our results of operation may be materially and adversely impacted.

Our success depends, in part, upon our ability and our brand partners’ ability to anticipate and respond to consumer trends with respect to products sold through the stores that we operate. Constantly changing consumer preferences have affected and will continue to affect the online retail industry. We must stay abreast of emerging consumer preferences and anticipate product trends that will appeal to existing and potential consumers. Our dedicated store operation teams work closely with our brand partners to manage inventory and site content of the brand stores that we operate. In order to be successful, we and our brand partners must accurately predict consumers’ tastes and avoid overstocking or understocking products. If we or our brand partners fail to identify and respond to changes in merchandising and consumer preferences, sales on our brand partners’ e-commerce businesses could suffer and we or our brand partners could be required to mark down unsold inventory, which could negatively impact our financial results.

The proper functioning of our technology platform is essential to our business. Any failure to maintain the satisfactory performance of our platform could materially and adversely affect our business and reputation.

The satisfactory performance, reliability and availability of our technology platform are critical to our success and our ability to attract and retain brand partners and provide quality customer service. Any system interruptions caused by telecommunications failures, errors encountered during system upgrades or system expansions, computer viruses, hacking or other attempts to harm our systems that result in the unavailability or slowdown of our technology platform, degraded order fulfillment performance, or additional shipping and handling costs may, individually or collectively, materially and adversely affect our business, reputation, financial condition and results of operations.

In addition, any system failure or interruption could cause material damage to our reputation and brand image if our systems are perceived to be insecure or unreliable. Our servers may also be vulnerable to computer viruses, physical or electronic break-ins and similar disruptions, which could lead to system interruptions, website slowdown or unavailability, delays or errors in transaction processing, loss of data or the inability to accept and fulfill consumers’ orders. Security breaches, computer viruses and hacking attacks have become more prevalent in our industry. We have experienced in the past and may experience in the future such attacks and unexpected interruptions. We can provide no assurance that our current security mechanisms will be sufficient to protect our IT systems from any third-party intrusions, viruses or hacker attacks, information or data theft or other similar activities. Any such future occurrences could materially and adversely affect our business, reputation, financial condition and results of operations.

Additionally, we must continue to upgrade and improve our technology platform to support our business growth, and failure to do so could impede our growth. However, we cannot assure you that we will be successful in executing these system upgrades and improvement strategies. In particular, our systems may experience interruptions during upgrades, and the new technologies or infrastructures may not be fully integrated with the existing systems on a timely basis, or at all. If our existing or future technology platform does not function properly, it could cause system disruptions and slow response times, affecting data transmission, which in turn could materially and adversely affect our business, financial condition and results of operations.

Any deficiencies in China’s telecommunication infrastructure could impair our ability to provide e-commerce solutions to our brand partners and materially and adversely affect our results of operations.

Our business depends on the performance and reliability of the telecommunication infrastructure in China. The availability of our technology platform depends on telecommunications carriers and other third-party providers for communications and storage capacity, including bandwidth and server storage, among other things. Almost all access to the internet and mobile network is maintained through state-owned telecommunication

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carriers under administrative control, and we obtain access to end-user networks operated by such telecommunications carriers and service providers to present our internet platform to consumers. We have experienced service interruptions in the past, which were typically caused by service interruptions at the underlying external telecommunications service providers, such as the internet data centers and broadband carriers from which we lease services. Service interruptions prevent brand partners from utilizing our technology platform, and frequent interruptions could frustrate consumers and discourage them from attempting to place orders, which could cause us and our brand partners to lose consumers and adversely affect our results of operations.

Software failures or human errors could cause our solutions to oversell our brand partners’ inventory or misprice their offerings, which would hurt our reputation and reduce demand for our services and solutions.

Some of our brand partners rely on our solutions to automate the allocation of their inventories simultaneously across multiple online channels, as well as to ensure that their sales comply with the policies of each channel. In many instances, our personnel operates our solutions on behalf of our brand partners. In the event that our solutions do not function properly, or if there are human errors on the part of our service staff, our brand partners might inadvertently sell more inventories than they actually have in stock or make sales that violate channel policies. Overselling their inventories could force our brand partners to cancel orders at rates that violate channel policies. Errors in our software or human error could cause transactions to be incorrectly processed that would cause GMV and, as a result, our fees to be overstated. We have experienced rare instances of such errors in the past and might experience similar occurrences in the future could reduce demand for our solutions and hurt our business reputation. Brand partners could also seek recourse against us in these cases.

Any interruption in our fulfillment operations for an extended period may have an adverse impact on our business.

Our ability to process and fulfill orders accurately depends on the smooth operation of our fulfillment and logistics network. Our fulfillment and logistics infrastructure may be vulnerable to damage caused by fire, flood, power outage, telecommunications failure, break-ins, earthquake, human error and other events. If any of our fulfillment and logistics infrastructure were rendered incapable of operations, then we may be unable to fulfill any orders. We do not carry business interruption insurance, and the occurrence of any of the foregoing risks could have a material adverse effect on our business, prospects, financial condition and results of operations.

We depend on third-party delivery service providers to deliver products to consumers, and if they fail to provide reliable delivery services, our business and reputation may be materially and adversely affected.

We rely on third-party delivery service providers to deliver products to consumers, and any major interruptions to or failures in these third parties’ delivery services could prevent the timely or successful delivery of products. These interruptions may be due to unforeseen events that are beyond our control or the control of these third-party delivery companies, such as inclement weather, natural disasters, transportation interruptions or labor unrest or shortage. If products are not delivered on time or are delivered in a damaged state, consumers may refuse to accept products and may claim refund from us or our brand partners, and brand partners may have less confidence in our services. As a result, we may lose brand partners, and our financial condition and reputation could suffer.

We are subject to third-party payment processing related risks.

We accept payments using a variety of methods, including online payments with credit cards and debit cards issued by major banks in China, payment through third-party online payment platforms such as Alipay and Tenpay, and payment on delivery. For certain payment methods, including credit and debit cards, we pay interchange and other fees, which may increase over time and raise our operating costs and lower our profitability. We may also be subject to fraud and other illegal activities in connection with the various payment

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methods we offer, including online payment and payment on delivery options. We are also subject to various rules, regulations and requirements, regulatory or otherwise, governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. If we fail to comply with these rules or requirements, we may be subject to fines and higher transaction fees and lose our ability to accept credit and debit card payments from consumers, process electronic funds transfers or facilitate other types of online payments, and our business, financial condition and results of operations could be materially and adversely affected.

If we are unable to provide high-quality customer service, our business and results of operations may be materially and adversely affected.

We depend on our online customer service representatives in our customer service center to provide live assistance to online shoppers. If our online customer service representatives fail to satisfy the individual needs of customers, our brand partners’ sales could be negatively affected, and we may lose potential or existing brand partners, which could have a material adverse effect on our business, financial condition and results of operations.

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

Our business generates and processes a large quantity of personal, transaction, demographic and behavioral data. We face risks inherent in handling large volumes of data and in protecting the security of such data. In particular, we face a number of challenges relating to data from transactions and other activities on our platform, including:

• protecting the data in and hosted on our system, including against attacks on our system by outside parties or fraudulent behavior by our employees;

• addressing concerns related to privacy and sharing, safety, security and other factors; and

• complying with applicable laws, rules and regulations relating to the collection, use, disclosure or security of personal information, including any requests from regulatory and government authorities relating to such data.

Negative publicity, including negative internet postings, about us, our Baozun brand, management, brand partners and product offerings may have a material adverse effect on our business, reputation and the trading price of our ADSs.

Negative publicity about us, our Baozun brand, management, brand partners and product offerings may arise from time to time. Negative comments about the stores operated by us, products offered in such stores, our business operation and management may appear in internet postings and other media sources from time to time and we cannot assure you that other types of negative publicity of a more serious nature will not arise in the future. For example, if our customer service representatives fail to satisfy the individual needs of our customers, our customers may become disgruntled and disseminate negative comments about our product offerings and services. In addition, our brand partners may also be subject to negative publicity for various reasons, such as customers’ complaints about the quality of their products and related services or other public relation incidents of such brand partners, which may adversely affect the sales of products of these brand partners in the stores operated by us and indirectly affect our reputation. Moreover, negative publicity about other online retailers or e-commerce service providers in China may arise from time to time and cause customers to lose confidence in the products and services we offer. Any such negative publicity, regardless of veracity, may have a material adverse effect on our business, our reputation and the trading price of our ADSs.

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If counterfeit products are sold in the stores we operate, including our Maikefeng platform, our reputation and financial results could be materially and adversely affected.

We represent reputable brands, and we source goods from our brand partners directly or through third party procurement agents authorized by our brand partners. However, their measures of safeguarding against counterfeit products sold through e-commerce may not be adequate. Although we have indemnity clauses in most of our contracts with our brand partners, sales could decline and we may suffer reputational harm. We may be subject to sanctions under applicable laws and regulations if we are deemed to have participated or assisted in infringement activities associated with counterfeit goods, which may include injunctions to cease infringing activities, rectification, compensation, administrative penalties and even criminal liability, depending on the gravity of such misconduct. Furthermore, counterfeit products may be defective or inferior in quality as compared to authentic products and may pose safety risks to consumers. If consumers are injured by counterfeit products sold through online stores we operate or our Maikefeng platform, we may be subject to lawsuits, severe administrative penalties and criminal liability. See “—We may be subject to product liability claims that could be costly and time-consuming.” We believe our reputation is extremely important to our success and our competitive position. The discovery of counterfeit products sold through online stores we operate or our Maikefeng platform may severally damage our reputation among brand partners, and they may refrain from using our services in the future, which would materially and adversely affect our business operations and financial results.

Any lack of requisite approvals, licenses or permits applicable to our business or failure to comply with PRC laws and regulations may have a material and adverse impact on our business, financial condition and results of operations.

Our business is subject to supervision and regulation by relevant PRC government authorities, including without limitation the Ministry of Commerce, or MOFCOM, the Ministry of Industry and Information Technology, or MIIT, the State Administration for Industry and Commerce and the State Food and Drug Administration. These government authorities promulgate and enforce regulations that cover many aspects of operation of online retailing and distribution of products such as food and medical devices, including entry into these industries, scope of permitted business activities, licenses and permits requisite for business operation, and restriction on foreign investments. We are required to hold a number of licenses and permits in connection with our business operation, including food distribution permits, as well as approvals for the establishment of foreign-invested enterprises engaging in the sale of goods over the internet, and we may be required to hold an ICP license for our Maikefeng business. Meanwhile, the brand partners we partner with are also obliged to hold licenses and meet regulatory requirements in order for them to sell products themselves or through our e-commerce solutions. While we currently hold all material licenses and permits required for our business operations, we cannot assure you that we will not be required to renew these licenses and permits upon their expiration or to obtain new licenses or permits in the future as a result of our business expansion, change in our business operations or change in laws and regulations applicable to us.

As e-commerce business via internet and mobile network is still evolving in China, new laws and regulations may be adopted from time to time, and substantial uncertainties exist regarding interpretation and implementation of current and future PRC laws and regulations applicable to our business operations. We cannot assure you that our current business activities will not be found in violation of any future laws and regulations or any of the laws and regulations currently in effect due to changes in the relevant authorities’ interpretation of these laws and regulations. For example, the 2013 Classified Catalog of Telecommunications Services (Draft for Comments) specifies that information services provided through mobile networks are recognized as internet information services, and service providers, like operators of mobile application stores, will be required to meet certain qualifications, including obtaining an ICP license covering internet information services rendered through mobile network. With the expansion of our business via mobile channels, our PRC subsidiaries and VIE may therefore be required to obtain such ICP license or expand the current scope of our ICP license held through our VIE to cover internet information services rendered through mobile network.

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If we fail to adapt to any new regulatory requirement or any competent government authority considers that we operate our business operation without any requisite license, permit or approval, or otherwise fails to comply with applicable regulatory requirements, we may be subject to administrative actions and penalties against us, including fines, confiscation of our incomes, revocation of our licenses or permits, or, in severe cases, cessation of certain business. In addition, if our brand partners are found by government authorities to have operated their business through us without requisite approvals, licenses or permits or otherwise to be in violation of applicable laws and regulations, they may be ordered to take rectification actions. Any of these actions may have a material and adverse effect on our business, financial condition and results of operations.

Our leased property interests may be defective and our right to lease the properties affected by such defects may be challenged, which could cause significant disruption to our business.

We lease approximately 22 premises in China for our offices, customer service center and warehouses as of December 31, 2014. Some of the lessors of these leases have not provided us with sufficient documents to prove their ownership of the premises or their rights to lease the premises to us for our intended use. We may not be able to maintain such leases if the lessors are not legal owners of the properties or do not have competent authorizations from the legal owners of the properties or have not obtained requisite governmental approvals in respect of our leases. In addition, we cannot assure you that we will be able to successfully extend or renew our leases upon expiration of the current term on commercially reasonable terms or at all, and may therefore be forced to relocate our affected operations. This could disrupt our operations and result in significant relocation expenses, which could adversely affect our business, financial condition and results of operations. In addition, we compete with other businesses for premises at certain locations or of desirable sizes. As a result, even though we could extend or renew our leases, rental payments may significantly increase as a result of the high demand for the leased properties. In addition, we may not be able to locate desirable alternative sites for our facilities as our business continues to grow and failure in relocating our affected operations could adversely affect our business and operations.

We may be subject to product liability claims that could be costly and time-consuming.

We sell products manufactured by third parties, some of which may be defective. If any product that we sell were to cause personal injury or injury to property, the injured party or parties could bring claims against us as the retailer of the product. These claims will not be covered by insurance as we do not maintain any product liability insurance. Similarly, we could be subject to claims that customers of the online stores operated by us or our Maikefeng platform were harmed due to their reliance on our product information, product selection guides, advice or instructions. If a successful claim were brought against us, it could adversely affect our business. We may have the right under applicable laws, rules and regulations to recover from the relevant brand partners, manufacturers or distributors compensation that we are required to make to consumers or end users in connection with a product liability, personal injury or a similar claim, if such relevant party is found responsible. However, there can be no assurance that we will be able to recover all or any amounts from these parties. Any product liability claim, regardless of its merit or success, could result in the expenditure of funds and management time and adverse publicity and could have a negative impact on our business.

We depend on key management as well as experienced and capable personnel generally, and any failure to attract, motivate and retain our staff could severely hinder our ability to maintain and grow our business.

Our future success is significantly dependent upon the continued service of our key executives and other key employees. If we lose the services of any member of management or key personnel, we may not be able to locate suitable or qualified replacements, and may incur additional expenses to recruit and train new staff, which could severely disrupt our business and growth.

In addition, we have a number of employees, including many members of management, whose equity ownership in our company could give them a substantial amount of personal wealth following our initial public

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offering. As a result, it may be difficult for us to continue to retain and motivate these employees, and this wealth could affect their decisions about whether or not they continue to remain with us. If we are unable to motivate or retain these employees, our business may be severely disrupted and our prospects could suffer.

Competition for talent in the PRC e-commerce industry is intense, and the availability of suitable and qualified candidates in China is limited. Competition for these individuals could cause us to offer higher compensation and other benefits to attract and retain them. Even if we were to offer higher compensation and other benefits, there is no assurance that these individuals will choose to join or continue to work for us. Any failure to attract or retain key management and personnel could severely disrupt our business and growth.

If we are unable to recruit, train and retain qualified personnel or sufficient workforce while controlling our labor costs, our business may be materially and adversely affected.

Our future success depends, to a significant extent, on our ability to recruit, train and retain qualified personnel, particularly technical, fulfillment, marketing and other operational personnel with experience in the e-commerce industry. Since our industry is characterized by high demand and intense competition for talent and labor, we can provide no assurance that we will be able to attract or retain qualified staff or other highly skilled employees that we will need to achieve our strategic objectives. Particularly, our fulfillment infrastructure is labor intensive and requires a substantial number of blue-collar workers, and these positions tend to have higher than average turnover. As of December 31, 2014, we employed a total of 227 logistics personnel. We may hire additional employees in connection with the strengthening of our fulfillment capabilities. We have observed an overall tightening of the labor market and an emerging trend of shortage of labor supply. Failure to obtain stable and dedicated warehousing, delivery and other labor support may lead to underperformance of these functions and cause disruption to our business. Labor costs in China have increased with China’s economic development, particularly in the large cities where we operate our fulfillment centers and more generally in the urban areas where we maintain our delivery and pickup stations. It is also costly to employ qualified personnel who have the knowledge and experience of working with leading global brands. In addition, our ability to train and integrate new employees into our operations may also be limited and may not meet the demand for our business growth on a timely fashion, or at all, and rapid expansion may impair our ability to maintain our corporate culture. See “—Increases in labor costs or restrictions in the supply of labor in China may materially and adversely affect our business, financial condition and results of operations.”

Increases in labor costs or restrictions in the supply of labor in China may materially and adversely affect our business, financial condition and results of operations.

We currently use workers dispatched by third-party labor service agents to provide customer service and perform fulfillment function. As of December 31, 2014, approximately 26% of our work force was dispatched by third-party labor service agents. Such labor arrangement does not fully comply with the Interim Provisions on Labor Dispatch issued in January 2014, which became effective on March 1, 2014, that provides the number of dispatched contract workers hired by an employer shall not exceed 10% of the total number of its work force. These Interim Provisions require us to formulate a plan to reduce the number of our dispatched contract workers to comply with such statutory requirement prior to March 1, 2016. Although we are allowed to continue to engage the dispatched workers pursuant to our existing agreements with labor service agents entered into before December 28, 2012, we will need to replace them with full-time employees after the expiration of these contracts. In addition, under the amended Labor Contract Law amended on December 28, 2012, labor dispatch is only allowed to apply to provisional, auxiliary or substitutive positions. As such, we may need to adjust our staffing arrangements which may result in an increase in our labor cost.

As of the date of this prospectus, we have not received any warning or notice of potential negative action by relevant labor authorities regarding our labor dispatch arrangement. However, if we are found to be in violation of the new rules regulating dispatched contract workers, we may be ordered to rectify the noncompliance by

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entering into written employment contracts with our dispatched contract workers, and if we fail to rectify within the time period specified by the labor authority, we may be subject to a penalty ranging from RMB5,000 (US$814.6) to RMB10,000 (US$1,629.2) per dispatched worker. See “Regulation—Regulations Relating to Employment”.

We may not be able to adequately protect our intellectual property rights.

We rely on a combination of trademark, fair trade practice, patent, copyright and trade secret protection laws in China and other jurisdictions, as well as confidentiality procedures and contractual provisions, to protect our intellectual property rights. We also enter into confidentiality agreements with our employees and any third parties who may access our proprietary information, and we rigorously control access to our proprietary technology and information.

Intellectual property protection may not be sufficient in China or other countries in which we operate. Confidentiality agreements may be breached by counterparties, and there may not be adequate remedies available to us for any such breach. Accordingly, we may not be able to effectively protect our intellectual property rights or to enforce our contractual rights in China or elsewhere. In addition, policing any unauthorized use of our intellectual property is difficult, time-consuming and costly and the steps we have taken may be inadequate to prevent the misappropriation of our intellectual property. In the event that we resort to litigation to enforce our intellectual property rights, such litigation could result in substantial costs and a diversion of our managerial and financial resources. We can provide no assurance that we will prevail in such litigation. In addition, our trade secrets may be leaked or otherwise become available to, or be independently discovered by, our competitors. Any failure in protecting or enforcing our intellectual property rights could have a material adverse effect on our business, financial condition and results of operations.

We may be accused of infringing intellectual property rights of third parties and content restrictions of relevant laws.

Third parties may claim that the technology or content used in our operation of online stores or our service offerings infringe upon their intellectual property rights. We have been in the past subject to non-material legal proceedings and claims relating to infringement of the intellectual property rights of others. The possibility of intellectual property claims against us increases as we continue to grow, particularly internationally. Such claims, whether or not having merit, may result in our expenditure of significant financial and management resources, injunctions against us or payment of damages. We may need to obtain licenses from third parties who allege that we have infringed their rights, but such licenses may not be available on terms acceptable to us or at all. These risks have been amplified by the increase in the number of third parties whose sole or primary business is to assert such claims.

China has enacted laws and regulations governing internet access and the distribution of products, services, news, information, audio-video programs and other content through the internet. The PRC government has prohibited the distribution of information through the internet that it deems to be in violation of PRC laws and regulations. If any of the information disseminated through the online stores operated by us were deemed by the PRC government to violate any content restrictions, we would not be able to continue to display such content and could become subject to penalties, including confiscation of income, fines, suspension of business and revocation of required licenses, which could materially and adversely affect our business, financial condition and results of operations.

The outcome of any claims, investigations and proceedings is inherently uncertain, and in any event defending against these claims could be both costly and time-consuming, and could significantly divert the efforts and resources of our management and other personnel. An adverse determination in any such litigation or proceedings could cause us to pay damages, as well as legal and other costs, limit our ability to conduct business or require us to change the manner in which we operate.

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Our ability to raise capital in the future may be limited, and our failure to raise capital when needed could prevent us from growing.

We may in the future be required to raise capital through public or private financing or other arrangements. Such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business. Additional equity financing may dilute the interests of our shareholders, and debt financing, if available, may involve restrictive covenants and could restrict our operational flexibility and reduce our profitability. If we cannot raise funds on acceptable terms, we may not be able to grow our business or respond to competitive pressures.

We may not have sufficient insurance coverage.

We have obtained insurance to cover certain potential risks, such as property damage. However, insurance companies in China offer limited business insurance products. As a result, we may not be able to acquire any insurance for certain types of risks such as business liability or service disruption insurance for our operations in China, and our coverage may not be adequate to compensate for all losses that may occur, particularly with respect to loss of business or operations. We do not maintain business interruption insurance or product liability insurance, nor do we maintain key-man life insurance. This could leave us exposed to potential claims and losses. Any business disruption, litigation, regulatory action, outbreak of epidemic disease or natural disaster could also expose us to substantial costs and diversion of resources. We cannot assure you that our insurance coverage is sufficient to prevent us from any loss or that we will be able to successfully claim our losses under our current insurance policy on a timely basis, or at all. If we incur any loss that is not covered by our insurance policies, or the compensated amount is significantly less than our actual loss, our business, financial condition and results of operations could be materially and adversely affected.

A severe or prolonged downturn in the global or Chinese economy could materially and adversely affect our business and our financial condition.

The global financial markets have experienced significant disruptions since 2008 and the United States, Europe and other economies went into a recession. The recovery from the lows of 2008 and 2009 has been uneven and is facing new challenges, including the escalation of the European sovereign debt crisis since 2011 and the slowdown of the Chinese economy in 2012. It is unclear whether the Chinese economy will resume its high growth rate. There is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies adopted by the central banks and financial authorities of some of the world’s leading economies, including the United States and China. There have also been concerns over unrest in the Middle East and Africa, which have resulted in volatility in oil and other markets. There have also been concerns about the economic effect of the earthquake, tsunami and nuclear crisis in Japan and tensions in the relationship between China and Japan. Economic conditions in China are sensitive to global economic conditions. Any prolonged slowdown in the global or Chinese economy may have a negative impact on our business, results of operations and financial condition, and continued turbulence in the international markets may adversely affect our ability to access the capital markets to meet liquidity needs.

Any occurrence of a natural disaster, widespread health epidemic or other outbreaks could have a material adverse effect on our business, financial condition and results of operations.

Our business could be materially and adversely affected by natural disasters, such as snowstorms, earthquakes, fires or floods, the outbreak of a widespread health epidemic, such as swine flu, avian influenza, severe acute respiratory syndrome, or SARS, Ebola or other events, such as wars, acts of terrorism, environmental accidents, power shortage or communication interruptions. The occurrence of such a disaster or a prolonged outbreak of an epidemic illness or other adverse public health developments in China or elsewhere in the world could materially disrupt our business and operations. Such events could also significantly impact our industry and cause a temporary closure of the facilities we use for our operations, which would severely disrupt

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our operations and have a material adverse effect on our business, financial condition and results of operations. Our operations could be disrupted if any of our employees or employees of our business partners were suspected of having the swine flu, avian influenza, SARS or Ebola, since this could require us or our business partners to quarantine some or all of such employees or disinfect the facilities used for our operations. In addition, our revenues and profitability could be materially reduced to the extent that a natural disaster, health epidemic or other outbreak harms the global or PRC economy in general. Our operations could also be severely disrupted if our buyers, sellers or other participants were affected by such natural disasters, health epidemics or other outbreaks.

If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely basis could be impaired.

We will be subject to the reporting requirements of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations of the NASDAQ Global Market after the completion of this offering. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal controls over financial reporting. Commencing with our fiscal year ending December 31, 2016, we must perform system and process evaluation and testing of our internal controls over financial reporting to allow management to report on the effectiveness of our internal controls over financial reporting in our Form 20-F filing for that year, as required by Section 404 of the Sarbanes-Oxley Act. In addition, once we cease to be an “emerging growth company” as the term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. This will require that we incur substantial additional professional fees and internal costs to expand our accounting and finance functions and that we expend significant management efforts. Prior to this offering, we were never required to test our internal controls within a specified period, and, as a result, we may experience difficulty in meeting these reporting requirements in a timely manner.

Prior to this offering, we were a private company with limited accounting personnel and other resources with which to address our internal controls and procedures. Our management has not completed an assessment of the effectiveness of our internal control over financial reporting and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. In connection with the audit of our consolidated financial statements for 2012, 2013 and 2014, we and our auditors, an independent registered public accounting firm, identified one material weakness and one significant deficiency in our internal control over financial reporting. As defined in the standards established by the U.S. Public Company Accounting Oversight Board, or PCAOB, a “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. A “significant deficiency” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, that is less severe than a material weakness yet important enough to merit attention by those responsible for oversight of the company’s financial reporting.

The material weakness identified was we lacked formal process to identify and address risks of material misstatement related to U.S. GAAP reporting. The significant deficiency identified was we lacked audit committee and internal audit function to establish formal risk assessment process and internal control framework. We plan to implement a number of measures to address the material weakness and the significant deficiency that have been identified. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Internal Control Over Financial Reporting.” However, we cannot assure you that these and other remedial measures will remediate the material weakness and the significant deficiency.

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Furthermore, it is possible that, had our management prepared a report on the effectiveness of, or our independent registered public accounting firm conducted an audit of, our internal control over financial reporting, additional significant deficiencies or material weaknesses might have been identified.

In addition, our internal control over financial reporting will not prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.

If we are not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, or if we are unable to maintain proper and effective internal controls, we may not be able to produce timely and accurate financial statements. If that were to happen, the market price of our ADSs could decline and we could be subject to sanctions or investigations by the NASDAQ Global Market, the Securities and Exchange Commission, or SEC, or other regulatory authorities.

The audit report included in this prospectus is prepared by auditors who are not inspected by the PCAOB and, as such, you are deprived of the benefits of such inspection.

Our independent registered public accounting firm that issues the audit reports included in our prospectus filed with the SEC, as auditors of companies that are traded publicly in the United States and a firm registered with the US Public Company Accounting Oversight Board (United States), or the PCAOB, is required by the laws of the United States to undergo regular inspections by the PCAOB to assess its compliance with the laws of the United States and professional standards. Because our auditors are located in the Peoples’ Republic of China, a jurisdiction where the PCAOB is currently unable to conduct inspections without the approval of the Chinese authorities, our auditors are not currently inspected by the PCAOB.

Inspections of other firms that the PCAOB has conducted outside China have identified deficiencies in those firms’ audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. This lack of PCAOB inspections in China prevents the PCAOB from regularly evaluating our auditor’s audits and its quality control procedures. As a result, investors may be deprived of the benefits of PCAOB inspections.

The inability of the PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of our auditor’s audit procedures or quality control procedures as compared to auditors outside of China that are subject to PCAOB inspections. Investors may lose confidence in our reported financial information and procedures and the quality of our financial statements.

If additional remedial measures are imposed on the Big Four PRC-based accounting firms, including our independent registered public accounting firm, in administrative proceedings brought by the SEC alleging the firms’ failure to meet specific criteria set by the SEC, with respect to requests for the production of documents, we could be unable to timely file future financial statements in compliance with the requirements of the Securities Exchange Act of 1934.

Starting in 2011 the Chinese affiliates of the “big four” accounting firms (including our independent registered public accounting firm) were affected by a conflict between U.S. and Chinese law. Specifically, for certain U.S. listed companies operating and audited in mainland China, the SEC and the PCAOB sought to obtain from the Chinese firms access to their audit work papers and related documents. The firms were, however, advised and directed that under China law they could not respond directly to the US regulators on those requests, and that requests by foreign regulators for access to such papers in China had to be channeled through the China Securities Regulatory Commission, or CSRC.

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In late 2012 this impasse led the SEC to commence administrative proceedings under Rule 102(e) of its Rules of Practice and also under the Sarbanes-Oxley Act of 2002 against the Chinese accounting firms, (including our independent registered public accounting firm). A first instance trial of the proceedings in July 2013 in the SEC’s internal administrative court resulted in an adverse judgment against the firms. The administrative law judge proposed penalties on the firms including a temporary suspension of their right to practice before the SEC, although that proposed penalty did not take effect pending review by the Commissioners of the SEC. On February 6, 2015, before a review by the Commissioner had taken place, the firms reached a settlement with the SEC. Under the settlement, the SEC accepts that future requests by the SEC for the production of documents will normally be made to the CSRC. The firms will receive matching Section 106 requests, and are required to abide by a detailed set of procedures with respect to such requests, which in substance require them to facilitate production via the CSRC. If they fail to meet specified criteria, the SEC retains authority to impose a variety of additional remedial measures on the firms depending on the nature of the failure. Remedies for any future noncompliance could include, as appropriate, an automatic six-month bar on a single firm’s performance of certain audit work, commencement of a new proceeding against a firm, or in extreme cases the resumption of the current proceeding against all four firms.

In the event that the SEC restarts the administrative proceedings, depending upon the final outcome, listed companies in the United States with major PRC operations may find it difficult or impossible to retain auditors in respect of their operations in the PRC, which could result in financial statements being determined to not be in compliance with the requirements of the Exchange Act, including possible delisting. Moreover, any negative news about any such future proceedings against these audit firms may cause investor uncertainty regarding China-based, United States-listed companies and the market price of our ADSs may be adversely affected.

If our independent registered public accounting firm were denied, even temporarily, the ability to practice before the SEC and we were unable to timely find another registered public accounting firm to audit and issue an opinion on our financial statements, our financial statements could be determined not to be in compliance with the requirements of the Exchange Act of 1934, as amended. Such a determination could ultimately lead to our delisting from the NASDAQ Global Market or deregistration from the SEC, or both, which would substantially reduce or effectively terminate the trading of our ADSs in the United States.

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.

Under current PRC laws and regulations, foreign investors are generally not allowed to own more than 50% of the equity interests in a value-added telecommunication service provider and any such foreign investor must have experience in providing value-added telecommunications services overseas and maintain a good track record.

We are a Cayman Islands holding company and our PRC subsidiaries are considered foreign-invested enterprises, directly or indirectly. Accordingly, none of these PRC subsidiaries is eligible to provide value-added telecommunication services in China. We do not currently provide value-added telecommunication services because our sales of goods purchased by us does not constitute providing value-added telecommunication services. Our PRC consolidated VIE Shanghai Zunyi, however, holds an ICP license and may develop e-commerce platforms for other trading parties. Shanghai Zunyi is 80% owned by Mr. Vincent Wenbin Qiu, our co-founder, chairman and chief executive officer, and 20% owned by Mr. Michael Qingyu Zhang, our director. Mr. Qiu and Mr. Zhang are both PRC citizens. We did not record any revenues from Shanghai Zunyi in 2012 and 2013, and revenues from Shanghai Zunyi contributed to 1.3% of our total net revenues in 2014.

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

• exercise effective control over Shanghai Zunyi;

• receive substantially all of the economic benefits of Shanghai Zunyi; and

• have an exclusive option to purchase all or part of the equity interests and assets in Shanghai Zunyi when and to the extent permitted by PRC law.

Because of these contractual arrangements, we are the primary beneficiary of Shanghai Zunyi and hence consolidate its financial results as our VIE. For a detailed discussion of these contractual arrangements, see “Corporate History and Structure.”

In the opinion of Fangda Partners, our PRC legal counsel, (i) the ownership structures of Shanghai Baozun and our VIE in China, both currently and immediately after giving effect to this offering, do not violate any applicable PRC laws and regulations currently in effect; and (ii) the contractual arrangements between Shanghai Baozun, our VIE and its shareholders governed by PRC law are valid, binding and enforceable in accordance with their terms and applicable PRC laws and regulations currently in effect, and do not violate any PRC laws or regulations currently in effect. However, our PRC legal counsel has also advised us that there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules; accordingly, the PRC regulatory authorities may take a view that is contrary to the opinion of our PRC legal counsel. It is uncertain whether any new PRC laws or regulations relating to VIE structures will be adopted or if adopted, what they would provide. In particular, in January 2015, the Ministry of Commerce, or MOFCOM, published a discussion draft of the proposed Foreign Investment Law for public review and comments. Among other things, the draft Foreign Investment Law expands the definition of foreign investment and introduces the principle of “actual control” in determining whether a company is considered a foreign-invested enterprise, or an FIE. Under the draft Foreign Investment Law, variable interest entities would also be deemed as FIEs, if they are ultimately “controlled” by foreign investors, and be subject to restrictions on foreign investments. However, the draft law has not taken a position on what actions will be taken with respect to the existing companies with the “variable interest entity” structure. It is uncertain when the draft would be signed into law and whether the final version would have any substantial changes from the draft.

If we or our 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:

• revoking the business licenses and/or operating licenses of our VIE;

• shutting down our website, or discontinuing or restricting the conduct of any transactions between certain of our PRC subsidiaries and VIE;

• imposing fines, confiscating the income from our VIE, or imposing other requirements with which we or our VIE may not be able to comply;

• requiring us to restructure our ownership structure or operations, including terminating the contractual arrangements with our VIE and deregistering the equity pledges of our VIE, which in turn would affect our ability to consolidate, derive economic interests from, or exert effective control over our VIE; or

• restricting or prohibiting our use of the proceeds of this offering to finance our business and operations in China.

The imposition of any of these penalties would result in a material and adverse effect on our ability to conduct our business. In addition, it is unclear what impact the PRC government actions would have on us and on our ability to consolidate the financial results of Shanghai Zunyi in our consolidated financial statements, if the PRC government authorities were to find our legal structure and contractual arrangements to be in violation of PRC laws and regulations. If the imposition of any of these government actions causes us to lose our right to direct the activities of Shanghai Zunyi or our right to receive substantially all the economic benefits and residual

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returns from Shanghai Zunyi and we are not able to restructure our ownership structure and operations in a satisfactory manner, we would no longer be able to consolidate the financial results of Shanghai Zunyi in our consolidated financial statements. Either of these results, or any other significant penalties that might be imposed on us in this event, would have an adverse effect on our financial condition and results of operations.

We rely on contractual arrangements with our VIE and its shareholders for a portion of our business operations, which may not be as effective as direct ownership in providing operational control.

Although a substantial majority of our revenue has historically been generated by our PRC subsidiaries, we have relied and expect to continue to rely on contractual arrangements with Shanghai Zunyi and its shareholders to operate our Maikefeng platform and hold our ICP license to enable us to develop online marketplaces. Such contractual arrangements include: (i) an exclusive technology service agreement which has an initial term of 20 years and will be automatically renewed on a yearly basis thereafter unless otherwise notified by Shanghai Baozun; (ii) an exclusive call option agreement which will remain in effect until all the equity interests and assets that are the subject of such option agreement are transferred to Shanghai Baozun or its designated entities or individuals; (iii) a proxy agreement which has an initial term of 20 years and will be automatically renewed on a yearly basis thereafter unless otherwise notified by Shanghai Baozun; and (iv) equity interest pledge agreements which will remain in full effect until all the secured contractual obligations have been performed or all the secured debts have been discharged. For a description of these contractual arrangements, see “Corporate History and Structure.” These contractual arrangements may not be as effective as direct ownership in providing us with control over our VIE.

If we had direct ownership of Shanghai Zunyi, we would be able to exercise our rights as a shareholder to effect changes in the board of directors of Shanghai Zunyi, which in turn could effect changes, subject to any applicable fiduciary obligations, at the management level. However, under the current contractual arrangements, we rely on the performance by our VIE and its shareholders of their obligations under the contracts to exercise control over our VIE. However, the shareholders of our VIE may not act in the best interests of our company or may not perform their obligations under these contracts. Such risks exist throughout the period in which we intend to operate our business through the contractual arrangements with our VIE. We may replace the shareholders of our VIE at any time pursuant to our contractual arrangements with it and its shareholders. However, if any dispute relating to these contracts or the replacement of the shareholders remains unresolved, we will have to enforce our rights under these contracts through the operations of PRC law and courts and therefore will be subject to uncertainties in the PRC legal system. See “—Any failure by our VIE or its shareholders to perform their obligations under our contractual arrangements with them would have a material and adverse effect on our business.” Therefore, our contractual arrangements with our VIE may not be as effective in ensuring our control over the relevant portion of our business operations as direct ownership would be.

Any failure by our VIE or its shareholders to perform their obligations under our contractual arrangements with them would have a material and adverse effect on our business.

If our 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. We may also have to rely on legal remedies under PRC law, including seeking specific performance or injunctive relief, and claiming damages. We cannot assure you such remedies will be effective. For example, if the shareholders of Shanghai Zunyi were to refuse to transfer their equity interest in Shanghai Zunyi to us or our designee when we exercise the purchase option pursuant to these contractual arrangements, or if they were otherwise to act in bad faith toward us, we may have to take legal actions to compel them to perform their contractual obligations.

All the agreements under our contractual arrangements are governed by PRC law and provide for the resolution of disputes through arbitration in China. Accordingly, these contracts would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. The legal system in the PRC is not as developed as in some other jurisdictions, such as the United States. See “Risks Related to Doing Business in the People’s Republic of China—There are uncertainties regarding the

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interpretation and enforcement of PRC laws, rules and regulations.” Meanwhile, there are very few precedents and little formal guidance as to how contractual arrangements in the context of a VIE should be interpreted or enforced under PRC law, and as a result it may be difficult to predict how an arbitration panel would view such contractual arrangements. As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements. Additionally, under PRC law, rulings by arbitrators are final, parties cannot appeal the arbitration results in courts, and if the losing parties fail to carry out the arbitration awards within a prescribed time limit, the prevailing parties may only enforce the arbitration awards in PRC courts through arbitration award recognition proceedings, which would require additional expenses and delay.

Our VIE holds the ICP license and operates our Maikefeng platform. In the event we are unable to enforce our contractual arrangements, we may not be able to exert effective control over our VIE, and our ability to conduct the Maikefeng businesses may be negatively affected. Considering that the substantial majority of our revenues are currently generated from our subsidiaries instead of our VIE, we do not believe that any failure by us to exert effective control over our VIE would have an immediate material adverse effect on our overall business operations, financial condition or results of operations. However, the business operation of Shanghai Zunyi, our VIE, may grow in the future, and if we fail to maintain effective control over our VIE, we may not be able to continue to consolidate our VIE’s financial results with our financial results, and such failure could in the future materially and adversely affect our business, financial condition, results of operations and prospects.

The shareholders of our VIE may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition.

Mr. Vincent Wenbin Qiu and Mr. Michael Qingyu Zhang are the shareholders of our VIE, Shanghai Zunyi. Mr. Qiu is our co-founder, chairman and chief executive officer, while Mr. Zhang is our co-founder and director. They may have potential conflicts of interest with us. These shareholders may breach, or cause our VIE to breach, or refuse to renew, the existing contractual arrangements we have with them and our VIE, which would have a material and adverse effect on our ability to effectively control our VIE and receive substantially all the economic benefits from it. For example, the shareholders may be able to cause our agreements with Shanghai Zunyi to be performed in a manner adverse to us by, among other things, failing to remit payments due under the contractual arrangements to us on a timely basis. We cannot assure you that when conflicts of interest arise, any or all of these shareholders will act in the best interests of our company or such conflicts will be resolved in our favor.

Currently, we do not have any arrangements to address potential conflicts of interest between these shareholders and our company. Mr. Qiu and Mr. Zhang are also directors of our company. We rely on Mr. Qiu and Mr. Zhang to abide by the laws of the Cayman Islands and China, which provide that directors owe a fiduciary duty to the company that requires them to act in good faith and in what they believe to be the best interests of the company and not to use their position for personal gains. If we cannot resolve any conflict of interest or dispute between us and the shareholders of Shanghai Zunyi, we would have to rely on legal proceedings, which could result in disruption of our business and subject us to substantial uncertainty as to the outcome of any such legal proceedings.

PRC regulations of loans to PRC entities and direct investment in PRC entities by offshore holding companies may delay or prevent us from using the proceeds of this offering to make loans or additional capital contributions to our wholly owned subsidiary, Shanghai Baozun.

We may transfer funds to Shanghai Baozun or finance Shanghai Baozun by means of shareholder loans or capital contributions upon completion of this offering. Any such loans to Shanghai Baozun, which is a foreign-invested enterprise, cannot exceed statutory limits, which is the difference between the registered capital and the total investment amount of such subsidiary, and shall be registered with the State Administration of Foreign Exchange, or SAFE, or its local counterparts. Currently such statutory limit on the loans we may make to Shanghai Baozun is RMB120 million (US$19.3 million). Furthermore, any capital contributions we make to Shanghai Baozun shall be approved by the Ministry of Commerce, or MOFCOM, or its local counterparts. We

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may not be able to obtain these government registrations or approvals on a timely basis, if at all. If we fail to receive such registrations or approvals, our ability to provide loans or capital contributions to Shanghai Baozun in a timely manner may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

In addition, SAFE promulgated the Circular on the Relevant Operating Issues concerning Administration Improvement of Payment and Settlement of Foreign Currency Capital of Foreign-invested Enterprises, or Circular 142, on August 29, 2008. SAFE promulgated Circular 45 on November 16, 2011 in order to clarify the application of Circular 142. Under Circular 142 and Circular 45, registered capital of a foreign-invested company settled in RMB converted from foreign currencies may only be used within the business scope approved by the applicable governmental authority and may not be used for equity investments in the PRC. In addition, foreign-invested companies may not change how they use such capital without SAFE’s approval, and may not in any case use such capital to repay RMB loans if proceeds of such loans have not been utilized. Violations of Circular 142 or Circular 45 may result in severe penalties. As a result, Circular 142 and Circular 45 may significantly limit our ability to transfer the net proceeds from our initial public offering and subsequent offerings or financings to Shanghai Baozun, which may adversely affect our liquidity and our ability to fund and expand our business in the PRC.

Contractual arrangements in relation to our VIE may be subject to scrutiny by the PRC tax authorities and they may determine that we or our PRC VIE owes additional taxes, which could negatively affect our financial condition and the value of your investment.

Under applicable PRC laws and regulations, arrangements and transactions among related parties may be subject to audit or challenge by the PRC tax authorities. We could face material and adverse tax consequences if the PRC tax authorities determine that the contractual arrangements between Shanghai Baozun, our wholly owned subsidiary in China, Shanghai Zunyi, our VIE in China, and its shareholders were not entered into on an arm’s-length basis in such a way as to result in an impermissible reduction in taxes under applicable PRC laws, rules and regulations, and adjust Shanghai Zunyi’s income in the form of a transfer pricing adjustment. A transfer pricing adjustment could, among other things, result in a reduction of expense deductions recorded by Shanghai Zunyi for PRC tax purposes, which could in turn increase their tax liabilities. In addition, the PRC tax authorities may impose punitive interest on Shanghai Zunyi for the adjusted but unpaid taxes at the rate of 5% over the basic RMB lending rate published by the People’s Bank of China for a period according to the applicable regulations. Our financial position could be materially and adversely affected if our VIE’s tax liabilities increase or if they are required to pay punitive interest.

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.

Most of our operations are conducted in the PRC and a substantial majority of our revenue is sourced from the PRC. Accordingly, our financial condition and results of operations are affected to a significant extent by economic, political and legal developments in the PRC.

The PRC economy differs from the economies of most developed countries in many respects, including the extent of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although the PRC government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government. In addition, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant control

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over China’s economic growth by allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, regulating financial services and institutions and providing preferential treatment to particular industries or companies.

While the PRC economy has experienced significant growth in the past three decades, growth has been uneven, both geographically and among various sectors of the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall PRC economy, but may also have a negative effect on us. Our financial condition and results of operation could be materially and adversely affected by government control over capital investments or changes in tax regulations that are applicable to us. In addition, the PRC government has implemented in the past certain measures, including interest rate increases, to control the pace of economic growth. These measures may cause decreased economic activity, which in turn could lead to a reduction in demand for our services and consequently have a material adverse effect on our businesses, financial condition and results of operations.

There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations.

A substantial majority of our operations are conducted in the PRC, and are governed by PRC laws, rules and regulations. Our PRC subsidiaries and VIE are subject to laws, rules and regulations applicable to foreign investment in China. The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions may be cited for reference but have limited precedential value.

In 1979, the PRC government began to promulgate a comprehensive system of laws, rules and regulations governing economic matters in general. The overall effect of legislation over the past three decades has significantly enhanced the protections afforded to various forms of foreign investment in China. However, China has not developed a fully integrated legal system, and recently enacted laws, rules and regulations may not sufficiently cover all aspects of economic activities in China or may be subject to significant degrees of interpretation by PRC regulatory agencies. In particular, because these laws, rules and regulations are relatively new, and because of the limited number of published decisions and the nonbinding nature of such decisions, and because the laws, rules and regulations often give the relevant regulator significant discretion in how to enforce them, the interpretation and enforcement of these laws, rules and regulations involve uncertainties and can be inconsistent and unpredictable. In addition, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all, and which may have a retroactive effect. As a result, we may not be aware of our violation of these policies and rules until after the occurrence of the violation.

Any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems. These uncertainties may impede our ability to enforce the contracts we have entered into and could materially and adversely affect our business, financial condition and results of operations.

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.

As an online distributor of goods, we are subject to numerous PRC laws and regulations that regulate retailers generally or govern online retailers specifically. For example, we are subject to laws in relation to advertising and online promotion, such as the Advertising Law, Pricing Law and Anti-Unfair Competition Law, and also consumer protection laws that are applicable to retailers. In the past, we have been subject to non-material administrative proceedings due to non-compliance with such laws and may continue to be subject to allegations of non-compliance with such laws. Such allegations, which may or may not have merit, may result in costs to us.

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If these regulations were to change or if we were found to be in violation with them, we need to spend additional costs to rectify non-compliance, or we could be subject to fines or penalties or suffer reputational harm, which could reduce demand for the products or services offered by us and hurt our business and results of operations. For example, the most recently amended Consumer Protection Law, which became effective in March 2014, further strengthens the protection of consumers and imposes more stringent requirements and obligations on both business operators, especially on businesses that operate on the internet. Pursuant to the Consumer Protection Law, consumers are generally entitled to return goods purchased within seven days upon receipt without giving any reasons if they purchase the goods over the internet. Consumers whose interests have been damaged due to their purchase of goods online may claim damages against sellers. Moreover, if we deceive consumers or knowingly sell substandard or defective products, we would not only compensate consumers for their losses, but also pay additional damages equal to three times the price of the goods or services.

Operators of online marketplace platforms, such as Tmall and JD.com who have partnered with us, are also subject to stringent obligations under the amended Consumer Protection Law. For example, where platform operators are unable to provide the real names, addresses and valid contact details of the sellers, the consumers may also claim damages from the platform operators. Operators of online marketplace platforms what know or should have known that sellers use their platforms to infringe upon legitimate rights and interests of consumers but fail to take necessary measures will bear joint and several liabilities with the sellers. Operators of online marketplace platforms may take measures and impose stricter requirements on sellers as a react to their obligations under the amended Customer Protection Law.

Similar 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. We may be required to make significant expenditures or modify our business practices to comply with existing or future laws and regulations or to satisfy compliance requests from the marketplace platforms we partnered with, which may increase our costs and materially limit our ability to operate our business.

The approval of the China Securities Regulatory Commission, or the CSRC, may be required in connection with this offering under a PRC regulation. The regulation also establishes more complex procedures for acquisitions conducted by foreign investors that could make it more difficult for us to grow through acquisitions.

On August 8, 2006, six PRC regulatory agencies, including the MOFCOM, the State-Owned Assets Supervision and Administration Commission, or the SASAC, the State Administration of Taxation, the State Administration for Industry and Commerce, or the SAIC, the CSRC, and the SAFE, jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, which came into effect on September 8, 2006 and were amended on June 22, 2009. The M&A Rules include, among other things, provisions that purport to require that an offshore special purpose vehicle formed for the purpose of an overseas listing of securities in a PRC company obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. On September 21, 2006, the CSRC published on its official website procedures regarding its approval of overseas listings by special purpose vehicles. However, substantial uncertainty remains regarding the scope and applicability of the M&A Rules to offshore special purpose vehicles.

While the application of the M&A Rules remains unclear, we believe, based on the advice of our PRC counsel, Fangda Partners, that the CSRC approval is not required in the context of this offering because (i) when we set up our offshore holding structure, Shanghai Baozun, currently our major PRC subsidiary, was a then existing foreign-invested entity and not a PRC domestic company as defined under the M&A rules, and the acquisition by Baozun Hong Kong Holding Limited of all the equity interest in Shanghai Baozun was not subject to the M&A Rules; and (ii) there is no statutory provision that clearly classifies the contractual arrangement among our PRC subsidiary, Shanghai Baozun, and our PRC VIE, Shanghai Zunyi and its shareholders as transactions regulated by the M&A Rules. However, uncertainties still exist as to how the M&A Rules will be interpreted and implemented, and the opinion of our PRC counsel is subject to any new laws, rules and

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regulations or detailed implementations and interpretations in any form relating to the M&A Rules. We cannot assure you that the relevant PRC government agencies, including the CSRC, would reach the same conclusion as our PRC counsel. If the CSRC or other PRC regulatory body subsequently determines that we need to obtain the CSRC’s approval for this offering or if the CSRC or any other PRC government authorities promulgates any interpretation or implements rules before our listing that would require us to obtain CSRC or other governmental approvals for this offering, we may face adverse actions or sanctions by the CSRC or other PRC regulatory agencies. In any such event, these regulatory agencies may impose fines and penalties on our operations in China, limit our operating privileges in China, delay or restrict the repatriation of the proceeds from this offering into the PRC or take other actions that could have a material adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as our ability to complete this offering. The CSRC or other PRC regulatory agencies may also take actions requiring us, or making it advisable for us, to halt this offering before settlement and delivery of the ADSs offered by this prospectus. Consequently, if you engage in market trading or other activities in anticipation of and prior to settlement and delivery, you do so at the risk that such settlement and delivery may not occur.

The new regulations also established additional procedures and requirements that are expected to make merger and acquisition activities in China by foreign investors more time-consuming and complex, including requirements in some instances that the MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise, or that the approval from the MOFCOM be obtained in circumstances where overseas companies established or controlled by PRC enterprises or residents acquire affiliated domestic companies. We may grow our business in part by acquiring other companies operating in our industry. Complying with the requirements of the new regulations to complete such transactions could be time-consuming, and any required approval processes, including approval from the MOFCOM, may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share. See “Regulation—M&A Rules and Overseas Listing.”

PRC regulations relating to investments in offshore companies by PRC residents may subject our PRC-resident beneficial owners or our PRC subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries or limit our PRC subsidiaries’ ability to increase their registered capital or distribute profits.

SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, on July 4, 2014, which replaced the former circular commonly known as “SAFE Circular 75” promulgated by SAFE on October 21, 2005. SAFE Circular 37 requires PRC residents to register with local branches of SAFE in connection with their direct establishment or indirect control of an offshore entity, for the purpose of overseas investment and financing, with such PRC residents’ legally owned assets or equity interests in domestic enterprises or offshore assets or interests, referred to in SAFE Circular 37 as a “special purpose vehicle.” SAFE Circular 37 further requires amendment to the registration in the event of any significant changes with respect to the special purpose vehicle, such as increase or decrease of capital contributed by PRC individuals, share transfer or exchange, merger, division or other material event. In the event that a PRC shareholder holding interests in a special purpose vehicle fails to fulfill the required SAFE registration, the PRC subsidiaries of that special purpose vehicle may be prohibited from making profit distributions to the offshore parent and from carrying out subsequent cross-border foreign exchange activities, and the special purpose vehicle may be restricted in its ability to contribute additional capital into its PRC subsidiary. Moreover, failure to comply with the various SAFE registration requirements described above could result in liability under PRC law for evasion of foreign exchange controls. According to the Notice on Further Simplifying and Improving Policies for the Foreign Exchange Administration of Direct Investment released on February 13, 2015 by SAFE, local banks will examine and handle foreign exchange registration for overseas direct investment, including the initial foreign exchange registration and amendment registration, under SAFE Circular 37 from June 1, 2015. However, since this notice has not yet come into force, there exist high uncertainties with respect to its interpretation and implementation by governmental authorities and banks.

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Mr. Vincent Wenbin Qiu, Mr. Junhua Wu and Mr. Michael Qingyu Zhang have completed initial filings with the local counterpart of SAFE relating to their investments in us. However, we may not be aware of the identities of all of our beneficial owners who are PRC residents. We do not have control over our beneficial owners and cannot assure you that all of our PRC-resident beneficial owners will comply with SAFE Circular 37 and subsequent implementation rules. The failure of our beneficial owners who are PRC residents to register or amend their foreign exchange registrations in a timely manner pursuant to SAFE Circular 37 and subsequent implementation rules, or the failure of future beneficial owners of our company who are PRC residents to comply with the registration procedures set forth in SAFE Circular 37 and subsequent implementation rules, may subject such beneficial owners or our PRC subsidiaries to fines and legal sanctions. Furthermore, since SAFE Circular 37 was recently promulgated and it is unclear how this regulation, and any future regulation concerning offshore or cross-border transactions, will be interpreted, amended and implemented by the relevant PRC government authorities, we cannot predict how these regulations will affect our business operations or future strategy. Failure to register or comply with relevant requirements may also limit our ability to contribute additional capital to our PRC subsidiaries and limit our PRC subsidiaries’ ability to distribute dividends to our company. These risks may have a material adverse effect on our business, financial condition and results of operations.

Any failure to comply with PRC regulations regarding our employee equity incentive plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.

Pursuant to SAFE Circular 37, PRC residents who participate in share incentive plans in overseas non-publicly-listed companies due to their position as director, senior management or employees of the PRC subsidiaries of the overseas companies may submit applications to SAFE or its local branches for the foreign exchange registration with respect to offshore special purpose companies. Our directors, executive officers and other employees who are PRC residents and who have been granted options may follow SAFE Circular 37 to apply for the foreign exchange registration before our company becomes an overseas listed company. After our company becomes an overseas listed company upon completion of this offering, we and our directors, executive officers and other employees who are PRC residents and who have been granted options will be subject to the Notice on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly Listed Company, issued by SAFE in February 2012, according to which, employees, directors, supervisors and other management members participating in any stock incentive plan of an overseas publicly listed company who are PRC residents are required to register with SAFE through a domestic qualified agent, which could be a PRC subsidiary of such overseas listed company, and complete certain other procedures. Failure to complete the SAFE registrations may subject them to fines and legal sanctions and may also limit the ability to make payment under our equity incentive plans or receive dividends or sales proceeds related thereto, or our ability to contribute additional capital into our wholly-foreign owned enterprises in China and limit our wholly-foreign owned enterprises’ ability to distribute dividends to us. We also face regulatory uncertainties that could restrict our ability to adopt additional equity incentive plans for our directors and employees under PRC law.

In addition, the State Administration for Taxation has issued circulars concerning employee share options or restricted shares. Under these circulars, employees working in the PRC who exercise share options, or whose restricted shares or restricted share units, or RSUs, vest, will be subject to PRC individual income tax. The PRC subsidiaries of an overseas listed company have obligations to file documents related to employee share options or restricted shares with relevant tax authorities and to withhold individual income taxes of those employees related to their share options, restricted shares or RSUs. If the employees fail to pay, or the PRC subsidiaries fail to withhold, their income taxes according to relevant laws, rules and regulations, the PRC subsidiaries may face sanctions imposed by the tax authorities or other PRC government authorities.

We 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 rely to a significant extent on dividends and other distributions on equity paid by our principal operating subsidiaries and on remittances from the VIE, for our offshore cash and financing

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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 the 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.

Under PRC laws, rules and regulations, each of our subsidiaries incorporated in China is required to set aside at least 10% of its net income each year to fund certain statutory reserves until the cumulative amount of such reserves reaches 50% of its registered capital. These reserves, together with the registered equity, are not distributable as cash dividends. As a result of these laws, rules and regulations, our subsidiaries incorporated in China are restricted in their ability to transfer a portion of their respective net assets to their shareholders as dividends. In addition, registered share capital and capital reserve accounts are also restricted from withdrawal in the PRC, up to the amount of net assets held in each operating subsidiary. As of December 31, 2014, we had restricted assets of RMB19.7 million (US$3.2 million).

Limitations on the ability of the VIE to make remittance to the wholly-foreign owned enterprise and on the ability of our subsidiaries to pay dividends to us could limit our ability to access cash generated by the operations of those entities, including to make investments or acquisitions that could be beneficial to our businesses, pay dividends to our shareholders or otherwise fund and conduct our business.

We may be treated as a resident enterprise for PRC tax purposes under the PRC Enterprise Income Tax Law, and we may therefore be subject to PRC income tax on our global income.

Under the PRC Enterprise Income Tax Law and its implementing rules, enterprises established under the laws of jurisdictions outside of China with “de facto management bodies” located in China may be considered PRC tax resident enterprises for tax purposes and may be subject to the PRC enterprise income tax at the rate of 25% on their global income. “De facto management body” refers to a managing body that exercises substantive and overall management and control over the production and business, personnel, accounting books and assets of an enterprise. The State Administration of Taxation issued the Notice Regarding the Determination of Chinese-Controlled Offshore-Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies, or Circular 82, on April 22, 2009. Circular 82 provides certain specific criteria for determining whether the “de facto management body” of a Chinese-controlled offshore-incorporated enterprise is located in China. Although Circular 82 only applies to offshore enterprises controlled by PRC enterprises, not those controlled by foreign enterprises or individuals, the determining criteria set forth in Circular 82 may reflect the State Administration of Taxation’s general position on how the “de facto management body” test should be applied in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises. If we were to be considered a PRC resident enterprise, we would be subject to PRC enterprise income tax at the rate of 25% on our global income. In such case, our profitability and cash flow may be materially reduced as a result of our global income being taxed under the Enterprise Income Tax Law. We believe that none of our entities outside of China is a PRC resident enterprise for PRC tax purposes. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.”

Dividends payable to our foreign investors and gains on the sale of our ADSs or ordinary shares by our foreign investors may become subject to PRC tax law.

Under the Enterprise Income Tax Law and its implementation regulations issued by the State Council, a 10% PRC withholding tax is applicable to dividends payable to investors that are non-resident enterprises, which do not have an establishment or place of business in the PRC or which have such establishment or place of business but the dividends are not effectively connected with such establishment or place of business, to the extent such dividends are derived from sources within the PRC. Similarly, any gain realized on the transfer of

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ADSs or ordinary shares by such investors is also subject to PRC tax at a current rate of 10%, subject to any reduction or exemption set forth in applicable tax treaties or under applicable tax arrangements between jurisdictions, if such gain is regarded as income derived from sources within the PRC. If we are deemed a PRC resident enterprise, dividends paid on our ordinary shares or ADSs, and any gain realized from the transfer of our ordinary shares or ADSs, would be treated as income derived from sources within the PRC and would as a result be subject to PRC taxation. Furthermore, if we are deemed a PRC resident enterprise, dividends payable to individual investors who are non-PRC residents and any gain realized on the transfer of ADSs or ordinary shares by such investors may be subject to PRC tax at a current rate of 20%, subject to any reduction or exemption set forth in applicable tax treaties or under applicable tax arrangements between jurisdictions. It is unclear whether if we or any of our subsidiaries established outside China are considered a PRC resident enterprise, holders of our ADSs or ordinary shares would be able to claim the benefit of income tax treaties or agreements entered into between China and other countries or areas. If dividends payable to our non-PRC investors, or gains from the transfer of our ADSs or ordinary shares by such investors are subject to PRC tax, the value of your investment in our ADSs or ordinary shares may decline significantly.

We and our shareholders face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises or other assets attributed to a Chinese establishment of a non-Chinese company, or immovable properties located in China owned by non-Chinese companies.

On February 3, 2015, the State Administration of Taxation issued the Bulletin on Issues of Enterprise Income Tax on Indirect Transfers of Assets by Non-PRC Resident Enterprises, or Bulletin 7, which replaced or supplemented previous rules under the Notice on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises, or Circular 698, issued by the State Administration of Taxation, on December 10, 2009. Pursuant to this Bulletin, an “indirect transfer” of assets, including equity interests in a PRC resident enterprise, by non-PRC resident enterprises may be recharacterized and treated as a direct transfer of PRC taxable assets, if such arrangement does not have a reasonable commercial purpose and was established for the purpose of avoiding payment of PRC enterprise income tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax. According to Bulletin 7, “PRC taxable assets” include assets attributed to an establishment in China, immoveable properties located in China, and equity investments in PRC resident enterprises, in respect of which gains from their transfer by a direct holder, being a non-PRC resident enterprise, would be subject to PRC enterprise income taxes. When determining whether there is a “reasonable commercial purpose” of the transaction arrangement, features to be taken into consideration include: whether the main value of the equity interest of the relevant offshore enterprise derives from PRC taxable assets; whether the assets of the relevant offshore enterprise mainly consists of direct or indirect investment in China or if its income mainly derives from China; whether the offshore enterprise and its subsidiaries directly or indirectly holding PRC taxable assets have real commercial nature which is evidenced by their actual function and risk exposure; the duration of existence of the business model and organizational structure; the replicability of the transaction by direct transfer of PRC taxable assets; and the tax situation of such indirect transfer and applicable tax treaties or similar arrangements. In respect of an indirect offshore transfer of assets of a PRC establishment, the resulting gain is to be included with the enterprise income tax filing of the PRC establishment or place of business being transferred, and would consequently be subject to PRC enterprise income tax at a rate of 25%. Where the underlying transfer relates to the immoveable properties located in China or to equity investments in a PRC resident enterprise, which is not related to a PRC establishment or place of business of a non-resident enterprise, a PRC enterprise income tax at 10% would apply, subject to available preferential tax treatment under applicable tax treaties or similar arrangements, and the party who is obligated to make the transfer payments has the withholding obligation. Where the payor fails to withhold any or sufficient tax, the transferor shall declare and pay such tax to the tax authority by itself within the statutory time limit. Late payment of applicable tax will subject the transferor to default interest. Bulletin 7 does not apply to transactions of sale of shares by investors through a public stock exchange where such shares were acquired from a transaction through a public stock exchange.

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There is uncertainty as to the application of Bulletin 7, or previous rules under Circular 698. Especially as Bulletin 7 is lately promulgated, it is not clear how it will be implemented. Bulletin 7 may be determined by the tax authorities to be applicable to our offshore restructuring transactions or sale of the shares of our offshore subsidiaries where non-resident enterprises, being the transferors, were involved. For example, in the past, our CEO Mr. Vincent Wenbin Qiu, Mr. Junhua Wu, Mr. Michael Qingyu Zhang and three other individuals transferred some or all of their equity interest in us through indirect transfers conducted by their respective overseas holding companies which held shares in us. As a result, the transferors and transferees may be subject to the tax filing and withholding or tax payment obligation, while our PRC subsidiaries may be requested to assist in the filing. Furthermore, we, our non-resident enterprises and PRC subsidiaries may be required to spend valuable resources to comply with Bulletin 7 or to establish that we and our non-resident enterprises should not be taxed under Bulletin 7, for our previous and future restructuring or disposal of shares of our offshore subsidiaries, which may have a material adverse effect on our financial condition and results of operations.

Restrictions on currency exchange may limit our ability to utilize our revenue effectively.

Substantially all of our revenue is denominated in Renminbi. The Renminbi is currently convertible under the “current account,” which includes dividends, trade and service-related foreign exchange transactions, but not under the “capital account,” which includes foreign direct investment and loans, including loans we may secure from our onshore subsidiaries or variable interest entity. Currently, Shanghai Baozun, our major PRC subsidiary which is a wholly-foreign owned enterprise, may purchase foreign currency for settlement of “current account transactions,” including payment of dividends to us, without the approval of SAFE by complying with certain procedural requirements. However, the relevant PRC governmental authorities may limit or eliminate our ability to purchase foreign currencies in the future for current account transactions. Since a significant amount of our future revenue will be denominated in Renminbi, any existing and future restrictions on currency exchange may limit our ability to utilize revenue generated in Renminbi to fund our business activities outside of the PRC or pay dividends in foreign currencies to our shareholders, including holders of our ADSs. Foreign exchange transactions under the capital account remain subject to limitations and require approvals from, or registration with, SAFE and other relevant PRC governmental authorities. This could affect our ability to obtain foreign currency through debt or equity financing for our subsidiaries and the variable interest entity.

Fluctuations in exchange rates could result in foreign currency exchange losses and could materially reduce the value of your investment.

The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions and the foreign exchange policy adopted by the PRC government. On July 21, 2005, the PRC government changed its policy of pegging the value of the Renminbi to the U.S. dollar. Following the removal of the U.S. dollar peg, the Renminbi appreciated more than 20% against the U.S. dollar over the following three years. Between July 2008 and June 2010, this appreciation halted and the exchange rate between the RMB and the U.S. dollar remained within a narrow band. Since June 2010, the PRC government has allowed the RMB to appreciate slowly against the U.S. dollar again, and it has appreciated more than 10% since June 2010. In April 2012, the PRC government announced that it would allow more RMB exchange rate fluctuation. However, it remains unclear how this announcement might be implemented. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the Renminbi and the U.S. dollar in the future. There remains significant international pressure on the PRC government to adopt a more flexible currency policy, which could result in greater fluctuation of the Renminbi against the U.S. dollar. Substantially all of our revenues and costs are denominated in Renminbi. We are a holding company and we rely on dividends paid by our operating subsidiaries in China for our cash needs. Any significant revaluation of the Renminbi may materially reduce any dividends payable on, our ADSs in U.S. dollars. To the extent that we need to convert U.S. dollars we receive from this offering into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we would receive. Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or ADSs or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount we would receive.

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Risks Related to This Offering

There has been no public market for our shares or ADSs prior to this offering, and you may not be able to resell our ADSs at or above the price you paid, or at all.

Prior to this offering, there has been no public market for our shares or ADSs. We intend to apply for the listing of our ADSs on the NASDAQ Global Market. Our shares will not be listed on any exchange or quoted for trading on any over-the-counter trading system. If an active trading market for our ADSs does not develop after this offering, the market price and liquidity of our ADSs will be materially and adversely affected.

Negotiations with the underwriters will determine the initial public offering price for our ADSs which may bear no relationship to their market price after the initial public offering. We cannot assure you that an active trading market for our ADSs will develop or that the market price of our ADSs will not decline below the initial public offering price.

The trading price of our ADSs may be volatile, which could result in substantial losses to you.

The trading prices of our ADSs are likely to be volatile and could fluctuate widely due to factors beyond our control. This may happen because of broad market and industry factors, like the performance and fluctuation in the market prices or the underperformance or deteriorating financial results of other listed companies based in China. The securities of some of these companies have experienced significant volatility since their initial public offerings, including, in some cases, substantial price declines in the trading prices of their securities. The trading performances of other Chinese companies’ securities after their offerings, including internet and e-commerce companies, may affect the attitudes of investors toward Chinese companies listed in the United States, which consequently may impact the trading performance of our ADSs, regardless of our actual operating performance. In addition, any negative news or perceptions about inadequate corporate governance practices or fraudulent accounting, corporate structure or matters of other Chinese companies may also negatively affect the attitudes of investors towards Chinese companies in general, including us, regardless of whether we have conducted any inappropriate activities. In addition, securities markets may from time to time experience significant price and volume fluctuations that are not related to our operating performance, such as the large decline in share prices in the United States, China and other jurisdictions in late 2008, early 2009 and the second half of 2011, which may have a material and adverse effect on the trading price of our ADSs.

In addition to the above factors, the price and trading volume of our ADSs may be highly volatile due to multiple factors, including the following:

• regulatory developments affecting us or our industry, brand partners, suppliers or third-party sellers;

• announcements of studies and reports relating to the quality of our product and service offerings or those of our competitors;

• changes in the economic performance or market valuations of other e-commerce companies;

• actual or anticipated fluctuations in our quarterly results of operations and changes or revisions of our expected results;

• changes in financial estimates by securities research analysts;

• conditions in the online retail market;

• announcements by us or our competitors of new product and service offerings, acquisitions, strategic relationships, joint ventures, capital raisings or capital commitments;

• additions to or departures of our senior management;

• fluctuations of exchange rates between the RMB and the U.S. dollar;

• release or expiry of lock-up or other transfer restrictions on our outstanding shares or ADSs;

• sales or perceived potential sales of additional ordinary shares or ADSs; and

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• proceedings instituted recently by the SEC against five PRC-based accounting firms, including our independent registered public accounting firm.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the market price for our ADSs and trading volume could decline.

The trading market for our ADSs will depend in part on the research and reports that securities or industry analysts publish about us or our business. If research analysts do not establish and maintain adequate research coverage or if one or more of the analysts who covers us downgrades our ADSs or publishes inaccurate or unfavorable research about our business, the market price for our ADSs would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for our ADSs to decline.

As our initial public offering price is substantially higher than our net tangible book value per share, you will experience immediate and substantial dilution.

If you purchase ADSs in this offering, you will pay more for your ADSs than the amount paid by existing shareholders for their ordinary shares on a per ADS basis. As a result, you will experience immediate and substantial dilution of approximately US$             per ADS (assuming no exercise of outstanding options to acquire ordinary shares and no exercise of the underwriters’ option to purchase additional ADSs), representing the difference between our pro forma net tangible book value per ADS as of December 31, 2014, after giving effect to this offering, and the public offering price of US$             per ADS. In addition, you will experience further dilution to the extent that our ordinary shares are issued upon the exercise of share options. All of the ordinary shares issuable upon the exercise of currently outstanding share options will be issued at a purchase price on a per ADS basis that is less than the public offering price per ADS in this offering. See “Dilution” for a more complete description of how the value of your investment in our ADSs will be diluted upon completion of this offering.

Because we do not expect to pay dividends in the foreseeable future after this offering, you must rely on price appreciation of our ADSs for return on your investment.

We currently intend to retain most, if not all, of our available funds and any future earnings after this offering to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our ADSs as a source for any future dividend income.

Our board of directors has complete discretion as to whether to distribute dividends. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our ADSs will likely depend entirely upon any future price appreciation of our ADSs. There is no guarantee that our ADSs will appreciate in value after this offering or even maintain the price at which you purchased the ADSs. You may not realize a return on your investment in our ADSs and you may even lose your entire investment in our ADSs.

Substantial future sales or perceived potential sales of our ADSs in the public market could cause the price of our ADSs to decline.

Sales of our ADSs in the public market after this offering, or the perception that these sales could occur, could cause the market price of our ADSs to decline significantly. Upon completion of this offering, we will have              ordinary shares outstanding, including              Class A ordinary shares represented by ADSs, assuming

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the underwriters do not exercise their option to purchase additional shares. All ADSs representing our Class A ordinary shares sold in this offering will be freely transferable by persons other than our “affiliates” without restriction or additional registration under the U.S. Securities Act of 1933, as amended, or the Securities Act. All of the other ordinary shares outstanding after this offering will be available for sale, upon the expiration of the lock-up periods described elsewhere in this prospectus beginning from the date of this prospectus (if applicable to such holder), subject to volume and other restrictions as applicable under Rules 144 and 701 under the Securities Act. Any or all of these ordinary shares may be released prior to the expiration of the applicable lock-up period at the discretion of the designated representatives. To the extent shares are released before the expiration of the applicable lock-up period and sold into the market, the market price of our ADSs could decline significantly. See “Shares Eligible for Future Sale—Lock-Up Agreements.”

Certain major holders of our ordinary shares after completion of this offering will have the right to cause us to register under the Securities Act the sale of their shares, subject to the applicable lock-up periods in connection with this offering. Registration of these shares under the Securities Act would result in ADSs representing these shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the registration. Sales of these registered shares in the form of ADSs in the public market could cause the price of our ADSs to decline significantly.

Our dual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A ordinary shares and ADSs may view as beneficial.

After this offering, Mr. Vincent Wenbin Qiu, our co-founder, chairman and chief executive officer, and Mr. Junhua Wu, our co-founder, director and chief operating officer, will have considerable influence over matters requiring shareholder approval. Immediately prior to the completion of this offering, we expect to create a dual-class voting structure such that our ordinary shares will consist of Class A ordinary shares and Class B ordinary shares. Based on our proposed dual-class voting structure, on a poll, holders of Class A ordinary shares will be entitled to one vote per share in respect of matters requiring the votes of shareholders, while holders of Class B ordinary shares will be entitled to ten votes per share. We will issue Class A ordinary shares represented by our ADSs in this offering. Immediately prior to the completion of this offering, we expect that 9,410,369 ordinary shares held by Jesvinco Holdings Limited, which is wholly owned by Mr. Qiu, and 3,890,369 ordinary shares held by Casvendino Holdings Limited, which is wholly owned by Mr. Wu, will be designated as Class B ordinary shares on a one-for-one basis, and all convertible redeemable preferred shares and all other outstanding ordinary shares will be re-designated as Class A ordinary shares on a one-for-one basis. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any transfer of Class B ordinary shares by a holder thereof to any person or entity which is not an affiliate of such holder, such Class B ordinary shares shall be automatically and immediately converted into the equal number of Class A ordinary shares. Due to the disparate voting powers associated with our two classes of ordinary shares, Mr. Qiu and Mr. Wu will beneficially own             % and             % of the aggregate voting power of our company, respectively, immediately following the completion of this offering, assuming the underwriters do not exercise their over-allotment option to purchase additional ADSs. The interests of Mr. Qiu and Mr. Wu may not coincide with your interests, and they may make decisions with which you disagree, including decisions on important topics such as the composition of the board of directors, compensation, management succession and our business and financial strategy. To the extent that the interests of Mr. Qiu or Mr. Wu differ from your interests, you may be disadvantaged by any action that they may seek to pursue. This concentrated control could also discourage others from pursuing any potential merger, takeover or other change of control transactions, which could have the effect of depriving the holders of our Class A ordinary shares and our ADSs of the opportunity to sell their shares at a premium over the prevailing market price.

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You, as holders of ADSs, may have fewer rights than holders of our Class A ordinary shares and must act through the depositary to exercise those rights.

Holders of ADSs do not have the same rights of our shareholders and may only exercise the voting rights with respect to the underlying Class A ordinary shares in accordance with the provisions of the deposit agreement. Under the post-offering memorandum and articles of association that will become effective upon the completion of this offering, the minimum notice period required to convene a general meeting is 10 days. When a general meeting is convened, you may not receive sufficient notice of a shareholders’ meeting to permit you to withdraw your Class A ordinary shares to allow you to cast your vote with respect to any specific matter. In addition, the depositary and its agents may not be able to send voting instructions to you or carry out your voting instructions in a timely manner. We will make all reasonable efforts to cause the depositary to extend voting rights to you in a timely manner, but we cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your ADSs. Furthermore, the depositary and its agents will not be responsible for any failure to carry out any instructions to vote, for the manner in which any vote is cast or for the effect of any such vote. As a result, you may not be able to exercise your right to vote and you may lack recourse if your ADSs are not voted as you requested. In addition, in your capacity as an ADS holder, you will not be able to call a shareholders’ meeting.

Except in limited circumstances, the depositary for our ADSs will give us a discretionary proxy to vote the Class A ordinary shares underlying your ADSs if you do not vote at shareholders’ meetings, which could adversely affect your interests.

Under the deposit agreement for the ADSs, if you do not vote, the depositary will give us a discretionary proxy to vote the Class A ordinary shares underlying your ADSs at shareholders’ meetings unless:

• we have instructed the depositary that we do not wish a discretionary proxy to be given;

• we have informed the depositary that there is substantial opposition as to a matter to be voted on at the meeting;

• a matter to be voted on at the meeting would have a material adverse impact on shareholders; or

• the voting at the meeting is to be made on a show of hands.

The effect of this discretionary proxy is that you cannot prevent our Class A ordinary shares underlying your ADSs from being voted, except under the circumstances described above. This may make it more difficult for shareholders to influence the management of our company. Holders of our ordinary shares are not subject to this discretionary proxy.

Your right to participate in any future rights offerings may be limited, which may cause dilution to your holdings.

We may from time to time distribute rights to our shareholders, including rights to acquire our securities. However, we cannot make rights available to you in the United States unless we register both the rights and the securities to which the rights relate under the Securities Act or an exemption from the registration requirements is available. Under the deposit agreement, the depositary will not make rights available to you unless both the rights and the underlying securities to be distributed to ADS holders are either registered under the Securities Act or exempt from registration under the Securities Act. We are under no obligation to file a registration statement with respect to any such rights or securities or to endeavor to cause such a registration statement to be declared effective and we may not be able to establish a necessary exemption from registration under the Securities Act. Accordingly, you may be unable to participate in our rights offerings and may experience dilution in your holdings.

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You may not receive cash dividends if the depositary decides it is impractical to make them available to you.

The depositary will pay cash dividends on the ADSs only to the extent that we decide to distribute dividends on our Class A ordinary shares or other deposited securities, and we do not have any present plan to pay any cash dividends on our Class A ordinary shares in the foreseeable future. To the extent that there is a distribution, the depositary of our ADSs has agreed to pay to you the cash dividends or other distributions it or the custodian receives on our Class A ordinary shares or other deposited securities after deducting its fees and expenses. You will receive these distributions in proportion to the number of Class A ordinary shares your ADSs represent. However, the depositary may, at its discretion, decide that it is inequitable or impractical to make a distribution available to any holders of ADSs. For example, the depositary may determine that it is not practicable to distribute certain property through the mail, or that the value of certain distributions may be less than the cost of mailing them. In these cases, the depositary may decide not to distribute such property to you.

You may be subject to limitations on transfer of your ADSs.

Your ADSs are transferable on the books of the depositary. However, the depositary may close its transfer books at any time or from time to time when it deems expedient in connection with the performance of its duties. In addition, the depositary may refuse to deliver, transfer or register transfers of ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary deems it advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason.

Certain judgments obtained against us by our shareholders may not be enforceable.

We are a company incorporated under the laws of the Cayman Islands. We conduct our operations outside the United States and substantially all of our assets are located outside the United States. In addition, all of our directors and executive officers and the experts named in this prospectus reside outside the United States, and most of their assets are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or against them in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands, the PRC or other relevant jurisdiction may render you unable to enforce a judgment against our assets or the assets of our directors and officers. For more information regarding the relevant laws of the Cayman Islands and China, see “Enforceability of Civil Liabilities.”

Since we are a Cayman Islands company, the rights of our shareholders may be more limited than those of shareholders of a company organized in the United States.

Under the laws of some jurisdictions in the United States, majority and controlling shareholders generally have certain fiduciary responsibilities to the minority shareholders. Shareholder action must be taken in good faith, and actions by controlling shareholders which are obviously unreasonable may be declared null and void. Cayman Island law protecting the interests of minority shareholders may not be as protective in all circumstances as the law protecting minority shareholders in some U.S. jurisdictions. In addition, the circumstances in which a shareholder of a Cayman Islands company may sue the company derivatively, and the procedures and defenses that may be available to the company, may result in the rights of shareholders of a Cayman Islands company being more limited than those of shareholders of a company organized in the United States.

Furthermore, our directors have the power to take certain actions without shareholder approval which would require shareholder approval under the laws of most U.S. jurisdictions. The directors of a Cayman Islands company, without shareholder approval, may implement a sale of any assets, property, part of the business, or securities of the company. Our ability to create and issue new classes or series of shares without shareholder approval could have the effect of delaying, deterring or preventing a change in control without any further action by our shareholders, including a tender offer to purchase our ordinary shares at a premium over then current market prices.

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You must rely on the judgment of our management as to the use of the net proceeds from this offering, and such use may not produce income or increase our ADS price.

A significant portion of the net proceeds of this offering is allocated for general corporate purposes, including funding potential investments in and acquisitions of complementary businesses, assets and technologies. Our management will have considerable discretion in the application of the net proceeds received by us. You will not have the opportunity, as part of your investment decision, to assess whether proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not improve our efforts to achieve or maintain profitability or increase our ADS price. The net proceeds from this offering may be placed in investments that do not produce income or that lose value.

Our articles of association contain anti-takeover provisions that could discourage a third party from acquiring us, which could limit our shareholders’ opportunity to sell their shares, including Class A ordinary shares represented by our ADSs, at a premium.

We have adopted amended and restated articles of association to be effective upon the completion of this offering that contain provisions to limit the ability of others to acquire control of our company or cause us to engage in change-of-control transactions. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transaction. For example, our board of directors has the authority, without further action by our shareholders, to issue preferred shares in one or more series and to fix their designations, powers, preferences, privileges, and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our Class A ordinary shares, in the form of ADS or otherwise. Preferred shares could be issued quickly with terms calculated to delay or prevent a change in control of our company or make removal of management more difficult. If our board of directors decides to issue preferred shares, the price of our ADSs may fall and the voting and other rights of the holders of our Class A ordinary shares and ADSs may be materially and adversely affected.

As a foreign private issuer, we are permitted to, and we will, rely on exemptions from certain NASDAQ corporate governance standards applicable to domestic U.S. issuers. This may afford less protection to holders of our ordinary shares and the ADSs.

We are exempted from certain corporate governance requirements of the NASDAQ Marketplace Rules by virtue of being a foreign private issuer. We are required to provide a brief description of the significant differences between our corporate governance practices and the corporate governance practices required to be followed by domestic U.S. companies listed on the NASDAQ Global Market. The standards applicable to us are considerably different than the standards applied to domestic U.S. issuers. For instance, we are not required to:

• have a majority of the board be independent;

• have an audit committee, a compensation committee or a nominating and corporate governance committee consisting entirely of independent directors;

• have regularly scheduled executive sessions with only independent directors; or

• have executive sessions of solely independent directors each year.

We have relied on and intend to continue to rely on some of these exemptions. As a result, you may not be provided with the benefits of certain corporate governance requirements of the NASDAQ Marketplace Rules.

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As a foreign private issuer, we are exempt from certain disclosure requirements under the Exchange Act, which may afford less protection to our shareholders than they would enjoy if we were a domestic U.S. company.

As a foreign private issuer, we are exempt from, among other things, the rules prescribing the furnishing and content of proxy statements under the Exchange Act. In addition, our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit and recovery provisions contained in Section 16 of the Exchange Act. We are also not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic U.S. companies with securities registered under the Exchange Act. As a result, our shareholders may be afforded less protection than they would under the Exchange Act rules applicable to domestic U.S. companies.

We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various requirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 for so long as we are an emerging growth company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important.

The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. However, we have elected to “opt out” of this provision and, as a result, we will comply with new or revised accounting standards as required when they are adopted for public companies. This decision to opt out of the extended transition period under the JOBS Act is irrevocable.

We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth company.”

Upon completion of this offering, we will become a public company and expect to incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and the NASDAQ Global Market, impose various requirements on the corporate governance practices of public companies. We qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting and permission to delay adopting new or revised accounting standards until such time as those standards apply to private companies. However, we have elected to “opt out” of this provision and, as a result, we will comply with new or revised accounting standards as required when they are adopted for public companies. This decision to opt out of the extended transition period under the JOBS Act is irrevocable.

We expect these rules and regulations to increase our legal and financial compliance costs and to make some corporate activities more time-consuming and costly. After we are no longer an “emerging growth company,” we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other rules and regulations of the SEC. For example, as a result of becoming a public company, we will need to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We also expect that operating as a public company will make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, we will incur

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additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

In the past, shareholders of a public company often brought securities class action suits against the company following periods of instability in the market price of that company’s securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations, which could harm our results of operations and require us to incur significant expenses to defend the suit. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

We may become a passive foreign investment company, which could result in adverse United States federal income tax consequences to United States investors.

Based on the projected composition of our income and valuation of our assets, we do not expect to be a passive foreign investment company, or PFIC, for our current taxable year, and we do not expect to become one in the future, although there can be no assurance in this regard. The determination of whether or not we are a PFIC is made on an annual basis and will depend on the composition of our income and assets from time to time. Specifically, we will be classified as a PFIC for United States federal income tax purposes if either: (1) 75% or more of our gross income in a taxable year is passive income, or (2) the average percentage of our assets by value in a taxable year which produce or are held for the production of passive income (which includes cash) is at least 50%. The calculation of the value of our assets will be based, in part, on the quarterly market value of our ADSs, which is subject to change. See “Taxation—Material U. S. Federal Income Tax Consequences—Passive Foreign Investment Company.”

If we were or were to become a PFIC, such characterization could result in adverse United States federal income tax consequences to you if you are a United States investor. For example, if we are a PFIC, our United States investors will become subject to increased tax liabilities under United States federal income tax laws and regulations and will become subject to burdensome reporting requirements. We cannot assure you that we will not be a PFIC for our current taxable year or any future taxable year. See “Taxation—Material U.S. Federal Income Tax Consequences—Passive Foreign Investment Company.”

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that reflect our current expectations and views of future events. The forward looking statements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” “Use of Proceeds”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” Known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements relating to:

• our future business development, financial condition and results of operations;

• our goals and strategies;

• the expected growth of the retail and online retail markets in China;

• our expectations regarding demand for and market acceptance of our products and services;

• our expectations regarding our relationships with our brand partners and e-commerce channels;

• our plans to invest in our technology platform;

• competition in our industry;

• relevant government policies and regulations relating to our industry;

• our ability to attract, train and retain executives and other qualified employees; and

• fluctuations in general economic and business conditions.

These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results could be materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in “Prospectus Summary—Our Challenges,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Regulation” and other sections in this prospectus. You should thoroughly read this prospectus and the documents that we refer to with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.

This prospectus contains certain data and information that we obtained from various government and private publications. Statistical data in these publications also include projections based on a number of assumptions. The online retail industry may not grow at the rate projected by market data, or at all. Failure of this market to grow at the projected rate may have a material and adverse effect on our business and the market price of our ADSs. In addition, the rapidly changing nature of the online retail industry results in significant uncertainties for any projections or estimates relating to the growth prospects or future condition of our market. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to

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update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents that we refer to in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

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USE OF PROCEEDS

We estimate that we will receive net proceeds from this offering of approximately US$            , or approximately US$             if the underwriters exercise their over-allotment option in full, after deducting underwriting discounts and the estimated offering expenses payable by us. These estimates are based upon an assumed initial public offering price of US$             per ADS, the midpoint of the price range shown on the front cover page of this prospectus. A US$1.00 increase (decrease) in the assumed initial public offering price of US$             per ADS would increase (decrease) the net proceeds to us from this offering by US$             million, assuming the number of ADSs offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated expenses payable by us, or by US$             if the underwriters exercise their over-allotment option in full.

The primary purposes of this offering are to create a public market for our shares for the benefit of all shareholders, retain talented employees by providing them with equity incentives, and obtain additional capital. We plan to use the net proceeds of this offering as follows:

• approximately US$             million for investment in sales and marketing activities;

• approximately US$             million for investment in our research and development and technology infrastructure;

• approximately US$             million for expansion of our warehousing and fulfillment infrastructure; and

• the balance for general corporate purposes, working capital and potential acquisitions, investments and alliances (although we have no present commitments or agreements to enter into any acquisitions, investments or alliances).

The foregoing represents our current intentions with respect of the use and allocation of the net proceeds of this offering based upon our present plans and business conditions, but our management will have significant flexibility and discretion in applying the net proceeds of this offering. The occurrence of unforeseen events or changed business conditions may result in application of the proceeds of this offering in a manner other than as described in this prospectus.

In utilizing the net proceeds of this offering, as an offshore holding company, we are permitted, under PRC laws and regulations, to provide funding to our subsidiaries only through loans or capital contributions and to our VIE only through loans. Subject to satisfaction of applicable government registration and approval requirements, we may extend inter-company loans to our subsidiaries in China or make additional capital contributions to our subsidiaries in China to fund their capital expenditures or working capital. We cannot assure you that we will be able to obtain these government registrations or approvals on a timely basis, if at all. See “Risk Factors—Risks Related to Our Corporate Structure—PRC regulations of loans to PRC entities and direct investment in PRC entities by offshore holding companies may delay or prevent us from using the proceeds of this offering to make loans or additional capital contributions to our wholly owned subsidiary, Shanghai Baozun.”

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DIVIDEND POLICY

Our board of directors has complete discretion on whether to distribute dividends. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.

We do not have any present plan to pay any cash dividends on our ordinary shares in the foreseeable future after this offering. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

We are a holding company incorporated in the Cayman Islands. We rely principally on dividends from our subsidiaries in China for our cash requirements, including any payment of dividends to our shareholders. Dividends distributed by Shanghai Baozun, our major PRC subsidiary, to us is subject to PRC taxes. Current PRC regulations permit our PRC subsidiaries to pay dividends to us only out of their accumulated distributable after-tax profits, if any, determined in accordance with their respective articles of association and Chinese accounting standards and regulations. See “Risk Factors—Risks Related to Doing Business in the People’s Republic of China—We 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.”

If we pay any dividends, we will pay our ADS holders to the same extent as holders of our Class A ordinary shares, subject to the terms of the deposit agreement, including the fees and expenses payable thereunder. See “Description of American Depositary Shares.” Cash dividends on our Class A ordinary shares, if any, will be paid in U.S. dollars.

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CAPITALIZATION

The following table sets forth our indebtedness and total capitalization as of December 31, 2014:

• on an actual basis;

• on a pro forma basis to reflect the automatic conversion of all of our issued and outstanding Series A, B, C1, C2 and D convertible redeemable preferred shares as of December 31, 2014 into 84,640,163 ordinary shares immediately prior to the completion of this offering; and

• on a pro forma as adjusted basis to reflect the pro forma adjustments described above as well as the issuance and sale by us of              ADSs offered in this offering at the assumed public offering price of US$             per ADS, the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, and further assuming no exercise by the underwriters of the over-allotment option and no other change to the number of ADSs sold by us as set forth on the cover page of this prospectus.

You should read this table together with the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the notes thereto included elsewhere in this prospectus.

	As of December 31, 2014
	Actual						Pro forma(1)						Pro forma As Adjusted(1)
	RMB			US$			RMB			US$			RMB	US$
		(in thousands)
Series A convertible redeemable preferred shares, US$0.0001 par value, 19,622,241 shares authorized, issued and outstanding		55,924			9,013			—			—
Series B convertible redeemable preferred shares, US$0.0001 par value, 26,532,203 shares authorized, issued and outstanding		202,125			32,577			—			—
Series C1 convertible redeemable preferred shares, US$0.0001 par value, 29,056,332 shares authorized, issued and outstanding		355,176			57,244			—			—
Series C2 convertible redeemable preferred shares, US$0.0001 par value, 1,925,063 shares authorized, issued and outstanding		37,630			6,065			—			—
Series D convertible redeemable preferred shares, US$0.0001 par value, 7,504,324 shares authorized, issued and outstanding		150,430			24,245			—			—
Ordinary shares (US$0.0001 par value, 500,000,000 shares authorized, 28,058,820 shares issued and outstanding on an actual basis, and 112,698,983 shares issued and outstanding on a pro forma basis):		17			3			70			11
Equity/(deficit):
Additional paid in capital(2)		3,755			605			804,987			129,741
Accumulated deficit		(327,205	)		(52,736	)		(327,205	)		(52,736	)
Accumulated other comprehensive income		1,204			194			1,204			194
Total equity/(deficit)(2)		(322,229	)		(51,934	)		479,056			77,210
Total capitalization(2)		479,056			77,210			479,056			77,210

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(1) The pro forma and pro forma as adjusted information discussed above is illustrative only. Our total shareholders’ equity and total capitalization following the completion of this offering are subject to adjustment based on the actual initial public offering price and other terms of this offering determined at pricing. Pro forma as adjusted numbers assumes that the underwriters will not exercise their option to purchase additional ADSs.

(2) Assuming the number of ADSs offered by us as set forth on the cover page of this prospectus remains the same, and after deduction of underwriting discounts and commissions and the estimated offering expenses payable by us, a US$1.00 increase (decrease) in the assumed initial public offering price of US$             per ADS would increase (decrease) each of additional paid-in capital, total equity and total capitalization by US$             million.

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DILUTION

If you invest in our ADSs, your interest will be diluted to the extent of the difference between the initial public offering price per ADS and our net tangible book value per ADS after this offering. Dilution results from the fact that the initial public offering price per ordinary share is substantially in excess of the book value per ordinary share attributable to the existing shareholders. Our net tangible book value is determined by subtracting the value of our intangible assets and total liabilities from our total assets.

Our net tangible book value as of December 31, 2014 was approximately US$             or US$             per ordinary share as of that date and US$             per ADS. Net tangible book value represents the amount of our total consolidated tangible assets, less the amount of our total consolidated liabilities. Dilution is determined by subtracting net tangible book value per ordinary share, after giving effect to the additional proceeds we will receive from this offering, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

Without taking into account any other changes in net tangible book value after December 31, 2014, other than to give effect to our sale of the ADSs offered in this offering at the assumed initial public offering price of US$             per ADS, the midpoint of the estimated range of the initial public offering price, after deduction of the underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of December 31, 2014 would have been US$            , or US$             per ordinary share and US$             per ADS. This represents an immediate increase in net tangible book value of US$             per ordinary share and US$             per ADS to the existing shareholders and an immediate dilution in net tangible book value of US$             per ordinary share and US$             per ADS to investors purchasing ADSs in this offering. The following table illustrates such dilution:

	Per Ordinary Share	Per ADS
Assumed initial public offering price	US$	US$
Net tangible book value as of December 31, 2014	US$	US$
Pro forma net tangible book value as of December 31, 2014	US$	US$
Increase in pro forma as adjusted net tangible book value attributable to this offering	US$	US$
Pro forma as adjusted net tangible book value after the offering	US$	US$
Amount of dilution in pro forma as adjusted net tangible book value to new investors in the offering	US$	US$

A US$1.00 increase (decrease) in the assumed public offering price of US$             per ADS would increase (decrease) our pro forma as adjusted net tangible book value after giving effect to this offering by US$            , the pro forma as adjusted net tangible book value per ordinary share and per ADS after giving effect to this offering by US$             per ordinary share and US$             per ADS and the dilution in pro forma as adjusted net tangible book value per ordinary share and per ADS to new investors in this offering by US$             per ordinary share and US$             per ADS, assuming no change to the number of ADSs offered by us as set forth on the cover page of this prospectus and assuming no exercise by the underwriters of their over-allotment option, and after deducting underwriting discounts and commissions and other offering expenses.

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The following table summarizes, on a pro forma as adjusted basis as of December 31, 2014, the differences between existing shareholders and new investors with respect to the number of ordinary shares (in the form of ADSs or shares) purchased from us, the total consideration paid and the average price per ordinary share and per ADS paid before deducting the underwriting discounts and commissions and estimated offering expenses. The total number of ordinary shares does not include ordinary shares underlying the ADSs issuable upon the exercise of the over-allotment option granted to the underwriters.

	Ordinary Shares Purchased				Total Consideration				Average Price Per Ordinary Share	Average Price Per ADS
	Number	Percent			Amount	Percent
Existing shareholders				%	US$			%	US$	US$
New investors				%	US$			%	US$	US$
Total			100.0	%	US$		100.0	%	US$	US$

The pro forma as adjusted information discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of our ADSs and other terms of this offering determined at pricing.

The discussion and tables above assume no exercise of any outstanding share options outstanding as of the date of this prospectus. As of the date of this prospectus, there are 15,313,398 ordinary shares issuable upon exercise of outstanding share options at a weighted average exercise price of US$0.0136 per share. To the extent that any of these options are exercised, there will be further dilution to new investors.

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EXCHANGE RATE INFORMATION

Substantially all of our operations are conducted in China and substantially all of our revenues are denominated in RMB. This prospectus contains translations of RMB amounts into U.S. dollars at specific rates solely for the convenience of the reader. Unless otherwise noted, all translations from RMB to U.S. dollars and from U.S. dollars to RMB in this prospectus were made at a rate of RMB6.2046 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on December 31, 2014. We make no representation that any RMB or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or RMB, as the case may be, at any particular rate, at the rates stated below, or at all. The PRC government imposes control over its foreign currency reserves in part through direct regulation of the conversion of RMB into foreign exchange and through restrictions on foreign trade. On April 10, 2015, the noon buying rate was RMB6.2082 to US$1.00.

The following table sets forth, for the periods indicated, information concerning exchange rates between the Renminbi and the U.S. dollar based on the exchange rates set forth in the H.10 statistical release of the Federal Reserve Board. These rates are provided solely for your convenience and are not necessarily the exchange rates that we used in this prospectus or will use in the preparation of our periodic reports or any other information to be provided to you.

	Exchange Rate
Period	Period End		Average(1)		Low		High
	(RMB per US$1.00)
2010		6.6000		6.7606		6.8330		6.6000
2011		6.2939		6.4475		6.6364		6.2939
2012		6.2301		6.2990		6.3879		6.2221
2013		6.0537		6.1412		6.2438		6.0537
2014		6.2046		6.1704		6.2591		6.0402
October		6.1124		6.1251		6.1385		6.1107
November		6.1429		6.1249		6.1429		6.1117
December		6.2046		6.1886		6.2256		6.1490
2015
January		6.2495		6.2181		6.2535		6.1870
February		6.2695		6.2518		6.2695		6.2399
March		6.1990		6.2386		6.2741		6.1955
April (through April 10, 2015)		6.2082		6.1989		6.2082		6.1930

Source: Federal Reserve Statistical Release

(1) Annual averages are calculated using the average of the rates on the last business day of each month during the relevant year. Monthly averages are calculated using the average of the daily rates during the relevant month.

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ENFORCEABILITY OF CIVIL LIABILITIES

We were incorporated in the Cayman Islands in order to enjoy the following benefits:

• political and economic stability;

• an effective judicial system;

• a favorable tax system;

• the absence of exchange control or currency restrictions; and

• the availability of professional and support services.

However, certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include:

• the Cayman Islands has a less developed body of securities laws as compared to the United States and these securities laws provide significantly less protection to investors; and

• Cayman Islands companies may not have standing to sue before the federal courts of the United States.

Our amended and restated memorandum and articles do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, among us, our officers, directors and shareholders, be arbitrated.

Substantially all of our operations are conducted in China, and substantially all of our assets are located in China. Substantially all of our officers are nationals or residents of jurisdictions other than the United States and a substantial portion of their assets are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon us or these persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

We have appointed Law Debenture Corporate Services Inc., located at 400 Madison Avenue, 4^th Floor, New York, NY 10017, as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.

Maples and Calder, our counsel as to Cayman Islands law, and Fangda Partners, our counsel as to PRC law, have advised us, respectively, that there is uncertainty as to whether the courts of the Cayman Islands and China, respectively, would:

• recognize or enforce judgments of United States 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

• entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

Maples and Calder has further advised us that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), a judgment obtained in such jurisdiction will be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided that such judgment: (a) is given by a foreign court of competent jurisdiction; (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; (c) is final; (d) is not in respect of taxes, a fine or a penalty; and (e) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the

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Cayman Islands. However, the Cayman Islands courts are unlikely to enforce a punitive judgment of a United States court predicated upon the liabilities provision of the federal securities laws in the United States without retrial on the merits if such judgment gives rise to obligations to make payments that may be regarded as fines, penalties or similar charges.

Fangda Partners has further advised us that the recognition and enforcement of foreign judgments are provided for under PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other agreements with the United States or the Cayman Islands that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. As a result, it is uncertain whether a PRC court would enforce a judgment rendered by a court in the United States or the Cayman Islands.

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CORPORATE HISTORY AND STRUCTURE

Our History

We are a holding company and operate our business through our wholly-owned subsidiaries and a PRC consolidated VIE. We commenced operations to provide brand e-commerce solutions in China in August 2007 through Shanghai Baozun, a PRC limited liability company founded by our CEO Mr. Vincent Wenbin Qiu, our COO Mr. Junhua Wu, one of our directors Mr. Michael Qingyu Zhang and several other individual investors, or collectively, the Founding Shareholders. Shanghai Baozun, our wholly-owned subsidiary, provides integrated brand-e-commerce solutions to our brand partners, including IT services, store operations, digital marketing, customer services, warehousing and fulfillment.

In March 2010, we incorporated our wholly-owned subsidiaries, Shanghai Bodao E-Commerce Limited, or Shanghai Bodao, and Shanghai Yingsai Advertisement Limited, or Shanghai Yingsai, in China. In December 2011, to further develop our e-commerce solutions business, we incorporated our wholly-owned subsidiary, Shanghai Fengbo E-Commerce Limited, or Shanghai Fengbo, in China. Shanghai Fengbo and Shanghai Bodao provide brand e-commerce solutions to our brand partners, and Shanghai Yingsai provides marketing services to our brand partners. As we began to expand our business outside of mainland China, we established Baozun Hongkong Limited in September 2013, which serves as our operation center in Hong Kong. In December 2013, we incorporated our holding company, Baozun Cayman Inc., under the laws of the Cayman Islands. We incorporated Baozun Hong Kong Holding Limited in January 2014 to develop our e-commerce solutions business in Hong Kong and internationally. We changed our holding company’s name from Baozun Cayman Inc. to Baozun Inc. in March 2015.

The operation of value-added telecommunications businesses in China requires an ICP license, and foreign ownership of value-added telecommunications business is subject to restrictions under current PRC laws, rules and regulations. Although our current business does not require an ICP license, we hold an ICP license through our PRC consolidated VIE, Shanghai Zunyi, which is the operator of our Maikefeng platform, to provide us with the flexibility to develop value-added telecommunications services in the future that would be in compliance with PRC laws, rules, regulations. In April and July 2014, through Shanghai Baozun, we entered into certain contractual arrangements with Shanghai Zunyi and its shareholders under which we gained effective control over the operations of Shanghai Zunyi. Shanghai Zunyi was a dormant company before July 2014 and began serving consumers through our Maikefeng platform, including our Maikefeng mobile application and mkf.com website, in July 2014.

In October 2014, we established Taiwan Baozun Corporation, a wholly-owned subsidiary, to expand our provision of brand e-commerce solutions to the Taiwan market.

As a holding company, our ability to pay dividends depends upon dividends and other distributions on equity paid to us by our principal operating subsidiaries. Pursuant to PRC laws and regulations, our wholly owned subsidiaries may pay dividends only out of their retained earnings, and are required to set aside a portion of their net income each year to fund certain statutory reserves. These reserves, together with the registered equity, are not distributable as cash dividends. See “Risk Factors—Risks Related to Doing Business in the People’s Republic of China—We 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.” and “Regulation—Regulation of Dividend Distribution.”

For our private placement of ordinary shares and convertible redeemable preferred shares, see “Description of Share Capital—History of Securities Issuances.”

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Our Corporate Structure

The following diagram illustrates our corporate structure and the place of incorporation of each of our significant subsidiaries and VIE as of the date of this prospectus:

Note:    (1) Shanghai Zunyi is our VIE in China and is 80% owned by Mr. Vincent Wenbin Qiu and 20% owned by Mr. Michael Qingyu Zhang. It primarily serves as our platform for developing our Maikefeng business.

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, we are considered the primary beneficiary of Shanghai Zunyi and thus consolidate its results in our consolidated financial statements. However, these contractual arrangements may not be as effective in providing us with control over the VIE as direct ownership of its equity interests. In addition, the VIE or its shareholders may breach the contractual arrangements with us. 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 PRC legal system. See “Risk Factors—Risks Related to Our Corporate Structure—We rely on contractual arrangements with our VIE and its shareholders for a portion of our business operations, which may not be as effective as direct ownership in providing operational control.”

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Contractual Arrangements with Shanghai Zunyi and its Shareholders

Our relationships with Shanghai Zunyi and its shareholders are governed by a series of contractual arrangements. The following is a summary of the currently effective contractual arrangements by and among our wholly-owned subsidiary, Shanghai Baozun, our VIE, Shanghai Zunyi, and the shareholders of Shanghai Zunyi.

Exclusive Technology Service Agreement. On April 1, 2014, Shanghai Zunyi and Shanghai Baozun entered into an exclusive technology service agreement. Pursuant to the exclusive technology service agreement, Shanghai Baozun has the exclusive right to provide specified technology services to Shanghai Zunyi. Without the prior written consent of Shanghai Baozun, Shanghai Zunyi may not accept the same or similar technology services provided by any third party during the term of the agreement. Shanghai Zunyi agrees to pay to Shanghai Baozun a service fee at 95% of the net revenues of Shanghai Zunyi and extra service fee for additional services provided by Shanghai Baozun as requested by Shanghai Zunyi within three months after each calendar year for the services provided in the preceding year. The agreement has an initial term of 20 years and will be automatically renewed on a yearly basis thereafter unless otherwise notified by Shanghai Baozun, and shall be terminated when the operating term of Shanghai Baozun or Shanghai Zunyi expires. To the extent permitted by law, Shanghai Zunyi is not contractually entitled to terminate the exclusive technology service agreement with Shanghai Baozun.

Exclusive Call Option Agreement. On April 1, 2014, Shanghai Zunyi, each of its shareholder and Shanghai Baozun entered into an exclusive call option agreement. Each of Shanghai Zunyi’s shareholders have granted Shanghai Baozun an exclusive call option to purchase their equity interests in Shanghai Zunyi at an exercise price equal to the higher of (i) the registered capital in Shanghai Zunyi; and (ii) the minimum price as permitted by applicable PRC laws. Shanghai Zunyi has further granted Shanghai Baozun an exclusive call option to purchase its assets at an exercise price equal to the book value of the assets or the minimum price as permitted by applicable PRC law, whichever is higher. Shanghai Baozun may nominate another entity or individual to purchase the equity interests or assets, if applicable, under the call options. Each call option is exercisable subject to the condition that applicable PRC laws, rules and regulations do not prohibit completion of the transfer of the equity interests or assets pursuant to the call option. Shanghai Baozun is entitled to all dividends and other distributions declared by Shanghai Zunyi, and each of the shareholders of Shanghai Zunyi has agreed to give up their rights to receive any distributions or proceeds from the disposal of their equity interests in Shanghai Zunyi and to pay any such distributions or premium to Shanghai Baozun with deduction of applicable taxes. The exclusive call option agreement remains in effect until the equity interest and assets that are the subject of such agreements are transferred to Shanghai Baozun or its designated entities or individuals. To the extent permitted by law, Shanghai Zunyi and its shareholders are not contractually entitled to terminate the exclusive call option agreement with Shanghai Baozun.

Proxy Agreement. On July 28, 2014, Shanghai Zunyi, each of its shareholder and Shanghai Baozun entered into a voting right proxy agreement, or the Proxy Agreement. Each shareholder of Shanghai Zunyi granted an irrevocable power of attorney to Shanghai Baozun that authorizes any person designated by Shanghai Baozun to exercise his rights as an equity holder of Shanghai Zunyi, including the right to attend and vote at equity holders’ meetings and appoint directors. The proxy agreement has an initial term of 20 years and will be automatically renewed on a yearly basis thereafter unless otherwise notified by Shanghai Baozun. If (i) the operating term of Shanghai Baozun or Shanghai Zunyi expires; or (ii) the parties thereto mutually agree on an early termination, the proxy agreement may be terminated. To the extent permitted by law, Shanghai Zunyi and its shareholders are not contractually entitled to terminate the proxy agreement with Shanghai Baozun.

Equity Interest Pledge Agreements. On July 28, 2014, Shanghai Zunyi and its shareholders entered into equity interest pledge agreements with Shanghai Baozun. The shareholders of Shanghai Zunyi pledged all of their equity interests in Shanghai Zunyi to Shanghai Baozun to secure their and Shanghai Zunyi’s obligations under certain agreements above and other agreed obligations and as collateral for all of the amounts payable by Shanghai Zunyi to Shanghai Baozun under those agreements. If any event of default as defined under this

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agreement occurs, Shanghai Baozun, as the pledgee, will be entitled to dispose of the pledged equity interests. In addition, any increase in the registered capital of Shanghai Zunyi will be further pledged in favor of Shanghai Baozun. The equity interest pledge agreements will remain in full effect until all the secured contractual obligations have been performed or all the secured debts have been discharged. Under PRC laws, the equity pledge is required to be registered with the SAIC or its competent branches for perfection. The equity pledge of Shanghai Zunyi has already been registered with the relevant branch of the SAIC.

As a result of these contractual arrangements, we have the power to direct the activities of Shanghai Zunyi, and through the service fee paid to us under the exclusive technology service agreement, we can receive substantially all of the economic benefits of Shanghai Zunyi even though we do not receive all of the revenues generated by Shanghai Zunyi.

In the opinion of Fangda Partners, our PRC legal counsel, (i) the ownership structures of Shanghai Baozun and Shanghai Zunyi do not violate any applicable PRC laws and regulations currently in effect; and (ii) the contractual arrangements between Shanghai Baozun, Shanghai Zunyi and its shareholders governed by PRC law are valid, binding and enforceable in accordance with their terms and applicable PRC laws and regulations currently in effect, and do not violate any PRC laws or regulations currently in effect.

However, our PRC legal counsel has also advised us that there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules; accordingly, the PRC regulatory authorities may take a view that is contrary to the opinion of our PRC legal counsel. 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.” and “Risk Factors—Risks Related to Our Corporate Structure—Any failure by our VIE or its shareholders to perform their obligations under our contractual arrangements with them would have a material and adverse effect on our business.”

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SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following selected consolidated statements of operations data for the years ended December 31, 2012, 2013 and 2014 and selected consolidated balance sheet data as of December 31, 2012, 2013 and 2014 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. Our consolidated financial statements are prepared and presented in accordance with U.S. GAAP, and have been audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP, an independent registered public accounting firm.

You should read this Selected Consolidated Financial and Other Data section together with our consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus. Our historical results are not necessarily indicative of results expected for future periods.

Consolidated Statement of Operations Information

	For the Year Ended December 31,
	2012			2013			2014
	RMB			RMB			RMB			US$
	(in thousands, except for per share and per ADS data and number of shares)
Net revenues
Product sales		819,422			1,274,746			1,187,162			191,336
Services		135,042			247,090			397,258			64,026
Total net revenues		954,464			1,521,836			1,584,420			255,362
Operating expenses(1)
Cost of products		(808,063	)		(1,245,832	)		(1,086,133	)		(175,053	)
Fulfillment		(72,026	)		(116,432	)		(168,130	)		(27,098	)
Sales and marketing		(78,633	)		(146,202	)		(226,952	)		(36,577	)
Technology and content		(6,554	)		(16,120	)		(63,607	)		(10,252	)
General and administrative		(33,461	)		(38,160	)		(96,911	)		(15,619	)
Other operating expenses, net		(122	)		(75	)		457			74
Total operating expenses		(998,859	)		(1,562,821	)		(1,641,276	)		(264,525	)
Loss from operations		(44,395	)		(40,985	)		(56,856	)		(9,163	)
Other income (expenses)
Interest income		122			4,574			3,156			509
Interest expenses		(3,275	)		(677	)		(1,552	)		(250	)
Exchange gain (loss)		314			(376	)		(2,650	)		(427	)
Loss before tax		(47,234	)		(37,464	)		(57,902	)		(9,331	)
Income tax expense		—			(307	)		(1,912	)		(308	)
Net loss		(47,234	)		(37,771	)		(59,814	)		(9,639	)
Deemed dividend from issuance of convertible redeemable preferred shares		(4,683	)		—			(16,666	)		(2,686	)
Change in redemption value of convertible redeemable preferred shares		(16,231	)		(61,435	)		(79,169	)		(12,760	)
Net loss attributable to ordinary shareholders		(68,148	)		(99,206	)		(155,649	)		(25,085	)
Net loss per share attributable to ordinary shareholders
Basic		(2.27	)		(3.31	)		(5.31	)		(0.86	)
Diluted		(2.27	)		(3.31	)		(5.31	)		(0.86	)
Weighted average shares used in calculating net loss per ordinary share
Basic		29,983,883			29,983,883			29,314,067			29,314,067
Diluted		29,983,883			29,983,883			29,314,067			29,314,067
Non-GAAP Financial Measure:(2)
Non-GAAP net income/(loss)		(42,708	)		(26,265	)		25,149			4,053

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(1) Share-based compensation expenses are allocated in operating expenses items as follows:

	For the Year Ended December 31,
	2012			2013			2014
	RMB			RMB			RMB			US$
	(in thousands)
Fulfillment		(73	)		(584	)		(460	)		(74	)
Sales and marketing		(685	)		(5,822	)		(5,469	)		(881	)
Technology and content		(159	)		(1,608	)		(26,311	)		(4,241	)
General and administrative		(3,609	)		(3,492	)		(52,723	)		(8,498	)
		4,526			11,506			84,963			13,694

(2) See “Summary Consolidated Financial and Operating Data—Non-GAAP Financial Measure.”

Consolidated Balance Sheets Information

	As of December 31,
	2012			2013			2014
	RMB			RMB			RMB			US$			RMB		US$
													Pro forma(1)
	(in thousands, except per share and per ADS data and number of shares)
Cash and cash equivalents		270,077			154,156			206,391			33,264			206,391		33,264
Restricted cash		—			36,000			37,900			6,108			37,900		6,108
Accounts receivable, net		57,448			106,468			229,502			36,989			229,502		36,989
Inventories		72,412			133,347			242,978			39,161			242,978		39,161
Total assets		465,179			531,447			872,514			140,624			872,514		140,624
Accounts payable		56,978			173,810			300,007			48,352			300,007		48,352
Short-term borrowings		48,774			—			—			—			—		—
Total liabilities		144,504			225,082			393,458			63,414			393,458		63,414
Series A convertible redeemable preferred shares		44,187			49,170			55,924			9,013			—		—
Series B convertible redeemable preferred shares		162,195			180,182			202,125			32,577			—		—
Series C-1 convertible redeemable preferred shares		258,923			308,848			355,176			57,244			—		—
Series C-2 convertible redeemable preferred shares		—			—			37,630			6,065			—		—
Series D convertible redeemable preferred shares		—			—			150,430			24,245			—		—
Shareholder’s equity/(deficit)		(144,630	)		(232,375	)		(322,229	)		(51,934	)		479,056		77,210
Total liabilities, convertible redeemable preferred shares and shareholders’ deficit		465,179			531,447			872,514			140,624			872,514		140,624

(1) The pro forma balance sheet information as of December 31, 2014 assumes the conversion upon completion of the initial public offering of all convertible redeemable preferred shares outstanding as of December 31, 2014 into ordinary shares.

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Selected Operating Data

	For the Year Ended December 31,
	2012			2013			2014
Number of brand partners as of the period end(1)		56			71			93
Number of GMV brand partners as of the period end(2)		53			61			78
Total GMV(3) (RMB in millions)		1,460	(4)		2,621	(4)		4,249	(4)
Average GMV per GMV brand partner(5)		30			46			61

(1) Brand partners are defined as companies for which we operate official brand stores or official marketplace stores under their brand names or have entered into agreements to do so.

(2) GMV brand partners are defined as brand partners that contribute to our total GMV in the respective periods.

(3) Total GMV is defined as (i) the full value of all purchases transacted and settled on stores operated by us (including our Maikefeng platform but excluding stores for the operations of which we only charge fixed fees) and (ii) the full value of purchases for which customers have placed orders and paid deposits on such stores and which have been settled offline. Our calculation of GMV includes value added tax and excludes (i) shipping charges, (ii) surcharges and other taxes, (iii) value of the goods that are returned and (iv) deposits for purchases that have not been settled.

(4) GMV of our Maikefeng platform was nil, nil and RMB33.9 million (US$5.5 million) in 2012, 2013 and 2014, respectively.

(5) Average GMV per GMV brand partner is calculated by dividing GMV (excluding Maikefeng) by the average number of GMV brand partners as of the beginning and end of the respective periods.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our audited consolidated combined financial statements and unaudited consolidated combined financial information included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this prospectus.

Overview

We are the leading brand e-commerce solutions provider in China, with a market share of approximately 20% as measured by transaction value in 2014, according to the iResearch Report.

The number of our brand partners grew from 56 as of December 31, 2012, to 71 as of December 31, 2013, and to 93 as of December 31, 2014. Our brand partners cover diverse categories, including apparel, appliances, electronics, home, food and health, cosmetics and fast moving consumer goods, insurance and automobile, and many of them are market leaders in their respective industries.

Our integrated e-commerce capabilities allow us to leverage our brand partners’ unique resources and are seamlessly integrated with their back-end systems. This enables data tracking and analytics for the full transaction value chain, making us a valuable part of the brands’ e-commerce functions. We help our brand partners establish their market presence and launch products quickly through official brand store sites and major online marketplaces in China as well as social media platforms. We also help our brand partners devise and execute O2O strategies combining the strengths of their online stores and offline retail networks. By enabling seamless shopping experience across various channels both online and offline, we deliver omni-channel solutions to achieve optimal branding effect and sales results that are responsive to our brand partners’ individual e-commerce objectives.

Leveraging our proprietary and scalable technology infrastructure and systems, we provide integrated e-commerce solutions that synchronize marketing campaigns, centralize management of inventory, order fulfillment and customer service, and collect and analyze consumer behavior and transaction data across internet, mobile and offline channels.

We partner with leading nationwide and local logistics services providers to ensure reliable and timely delivery. We are able to achieve next-day delivery in 95 cities across China. We operate three warehouses with an aggregate gross floor area of 45,000 square meters that can handle 200,000 daily orders and 250,000 daily pieces. Our warehouse management system is customized to account for variance in arrangements with brands and differences in specifications for products, ranging from apparel, electronics to beauty and health products.

We generate revenue from two revenue streams: (i) product sales and (ii) services. We generally operate e-commerce businesses for our brand partners based on one of three business models: distribution model, service fee model and consignment model, or in some circumstances, a combination of the business models. We derive product sales revenues when we sell products to customers under the distribution model. We derive services revenues under the service fee model and consignment model. For services provided, we charge our brand partners fees consisting of fixed fees and/or variable fees based on GMV or other variable factors such as number of orders fulfilled. Under the consignment model, we may facilitate brand partners’ online sales of products as an agent and receive commission fee calculated based on a formula pre-agreed with our brand partners. In 2012, 2013 and 2014, net revenues from product sales accounted for 85.9%, 83.8% and 74.9%, respectively.

Our GMV was RMB1,460.4 million, RMB 2,620.8 million and RMB4,248.9 million (US$684.8 million) in 2012, 2013 and 2014, respectively. For the same periods, our total net revenues were RMB954.5 million,

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RMB1,521.8 million and RMB1,584.4 million (US$255.4 million), respectively. We incurred net loss of RMB47.2 million, RMB37.8 million and RMB59.8 million (US$9.6 million) in 2012, 2013 and 2014, respectively. We incurred non-GAAP net loss of RMB42.7 million and RMB26.3 million in 2012 and 2013, respectively, and had non-GAAP net income of RMB25.1 million (US$4.1 million) in 2014. See “Summary Consolidated Financial and Operating Data—Non-GAAP Financial Measures.”

We currently operate our Maikefeng platform through our PRC consolidated VIE, Shanghai Zunyi. We did not generate any revenues from Shanghai Zunyi in 2012 and 2013, and revenues from Shanghai Zunyi contributed 1.3% of our total net revenues in 2014. As we grow our Maikefeng platform, we expect that revenues from Shanghai Zunyi will continue to increase.

Factors Affecting Our Results of Operations

Our results of operations and financial condition are affected by the general factors driving the retail industry and online retail, including:

• Levels of per capita disposable income and consumer spending in China and our target markets. Consumer spending power has been rising in China and in our other target markets in Asia, including Hong Kong, Taiwan and Indonesia. The growth of the e-commerce market in these markets depend on continued increase in consumption.

• Development and popularity of e-commerce in China and in our target markets. Driven by the growth of the internet, broadband, personal computer and mobile penetration in China and the development of fulfillment, payment and other ancillary services associated with online purchases, e-commerce is expected to rapidly rise in significance in China and in our other target markets in Asia. The growing number of online shoppers have made online marketplaces and other e-commerce channels into popular retail platforms for brands. The growth of our business depends on the development and popularity of e-commerce, and the value of e-commerce as part of brands’ expansion strategies.

While our business is influenced by general factors affecting our industry, our operating results are more directly affected by company specific factors, including the following major factors:

• Our ability to retain and attract brand partners. The number of our brand partners directly affect our total revenues. We would need to continue to maintain and expand our brand partner base to maintain and grow our revenues.

• Our ability to increase GMV. We generate the majority of our revenues primarily through product sales. Increases in GMV and revenues depend on our ability to attract higher traffic to the online stores, convert more store visitors into consumers, increase consumers’ order values, grow repeat customer base, provide superior experience to customers and expand product offerings.

• Our ability to enhance cooperation with marketplaces. We generate the majority of our revenues primarily through product sales on official marketplace stores that we operate on Tmall. Our future growth depends on our ability to enhance cooperation with Tmall and expand working relationships with other major online marketplaces, such as JD.com.

• Our ability to successfully extend and operate our business in Asia. Almost all of our revenues are generated in China. Our success in extending our geographical reach will affect the increase in our revenues.

• Our ability to innovate. Our ability to innovate and continue to introduce new value-added brand e-commerce solutions through improved technologies and marketing know-how is key to better serve our brand partners and help our brand partners enhance their e-commerce success, which will contribute to our ability to maintain and attract brand partners, sell more solutions and generate more revenues. Our ability to innovate is also crucial to our ability to improve our Maikefeng platform to increase our product sales.

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• Our ability to manage our revenues and product mix. We generate revenues from product sales and service fees. Our net revenues as a percentage of our GMV and profitability could vary depending on the mix of our revenues from these sources. In general, our net revenues as a percentage of our GMV are lower but our profitability is higher when services revenues contribute to a larger share of our revenues. Our product mix also affects our revenue mix and profitability. Depending on the product category, we may derive more revenues from product sales than service fees, or vice versa, which may further impact our profitability.

• Our ability to effectively invest in our technology platform and fulfillment infrastructure. Our results of operations depend in part on our ability to invest in our technology platform and fulfillment infrastructure cost-effectively. Capital expenditure for investments also affects our financial condition, especially our cash flow.

• Our ability to manage growth, control costs and manage working capital. Our expansion will result in substantial demands on our management, operational, technological, financial and other resources. Our ability to control cost and manage working capital is key to our success. Our continued success depends on our ability to leverage our scale to obtain more favorable terms, including better credit terms and larger credit lines, from our brand partners, marketplaces, advertising partners, lessors of warehouses and logistics services providers. Our ability to gain better insight in inventory turnover and sales patterns, which allows us to better optimize our working capital, may also affect our operations.

Descriptions of Certain Statement of Operations Items

Net Revenues

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

We derive product sales revenues when we sell products to customers under the distribution model. We select and purchase goods from our brand partners and/or their authorized distributors and sell branded goods directly to customers through our online stores or our Maikefeng platform. Revenues generated from product sales include fees charged to customers for shipping and handling expenses. We record product sales revenue, net of return allowances, value added tax and related surcharges, when the products are delivered and accepted by customers. We offer customers an unconditional right of return for a period of seven days upon receipt of products. Return allowances, which reduce net revenues, are estimated based on our analysis of returns by categories of products based on historical data we have maintained, and subject to adjustments to the extent that actual returns differ or are expected to differ.

We derive services revenues under the service fee model and consignment model. We provide IT services, online store operation services, digital marketing services and other services, such as payment collection, to our brand partners under the service fee model. Under the consignment model, we provide online store operation services and warehousing services, whereby our brand partners stock goods in our warehouses for future sales and we are responsible for delivering the goods to customers. Under the consignment model, brand partners may also use one or more of other services rendered by us. We may also facilitate our brand partners’ online sales of goods as an agent under the consignment model and charge our brand partners commission fees calculated based on a formula pre-agreed with our brand partners. We do not take title to the products, do not have any latitude in establishing prices and selecting merchandise, have no discretion in selecting suppliers and generally are not involved in determining product specifications. Based on these indicators, we record the commission fees as services revenue.

For services provided under the service fee model and consignment model, we charge our brand partners fees consisting of fixed fees and/or variable fees based on GMV or other variable factors such as number of

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orders fulfilled. In particular, variable fees based on GMV is calculated using a predetermined ratio that we have negotiated with our brand partners, which may vary depending on factors such as the type and extent of the services we render. Revenues generated from services relating to online store design and setup and marketing and promotion services for brand partners are recognized when the services are rendered. Revenue generated from services relating to online store operations, customer services, and warehouse and fulfillment services consisted of both fixed fees and variable fees based on the value of merchandise sold. Fixed fees are recognized as revenues ratably over the service period. Variable fees are recognized as revenues when they become determinable based on the GMV and confirmed by our brand partners.

The following table sets forth our revenues by source for each period indicated.

	For the Year Ended December 31,
	2012				2013				2014
	RMB		%		RMB		%		RMB		US$		%
	(in thousands, except percentages)
Net revenues
Product sales		819,422		85.9		1,274,746		83.8		1,187,162		191,336		74.9
Services		135,042		14.1		247,090		16.2		397,258		64,026		25.1
Total net revenues		954,464		100.0		1,521,836		100.0		1,584,420		255,362		100.0

The following table sets forth the following operating data for each period indicated.

	For the Year Ended December 31,
	2012			2013			2014
Number of brand partners as of the period end(1)		56			71			93
Number of GMV brand partners as of the period end(2)		53			61			78
Total GMV(3) (RMB in millions)		1,460	(4)		2,621	(4)		4,249	(4)
Average GMV per GMV brand partner(5)		30			46			61

(1) Brand partners are defined as companies for which we operate official brand stores or official marketplace stores under their brand names or have entered into agreements to do so.

(2) GMV brand partners are defined as brand partners that contributed to our GMV during the respective periods.

(3) GMV is defined as (i) the full value of all purchases transacted and settled on stores operated by us (including our Maikefeng platform but excluding stores for the operations of which we only charge fixed fees) and (ii) the full value of purchases for which customers have placed orders and paid deposits on such stores and which have been settled offline. Our calculation of GMV includes value added tax excludes (i) shipping charges and (ii) surcharges and other taxes, (iii) value of the goods that are returned and (iv) deposits for purchases that have not been settled.

(4) GMV of our Maikefeng platform was nil, nil and RMB33.9 million (US$5.5 million) in 2012, 2013 and 2014, respectively.

(5) Average GMV per GMV brand partner is calculated by dividing GMV (excluding Maikefeng) by the average number of GMV brand partners as of the beginning and end of the respective periods.

Our net revenues as a percentage of our GMV decreased from 65.4% in 2012 to 58.1% in 2013 to 37.3% in 2014. The decreases in our net revenue as a percentage of our GMV were primarily due to the increase in our services revenues as a percentage of our net revenues, particularly the increase in commission fees charged by us under the consignment model. Because commission fees charged by us under the consignment model is recorded as the services revenue on a net basis, it represents a smaller percentage of GMV than sales of products under the

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distribution model, which is recorded as products sales revenue on a gross basis. The trend of our net revenues as a percentage of our GMV in the future depends on the relative pace of the increase in our services revenues and the increase in our product sales revenue, including revenue generated from our Maikefeng platform.

Operating expenses

Our operating expenses consist primarily of cost of products, fulfillment expenses, sales and marketing expenses, technology and content expenses, and general and administrative expenses. The following table breaks down our total operating expenses by these categories, by amounts and as percentages of total net revenues for each of the periods presented.

	For the Year Ended December 31,
	2012						2013						2014
	RMB			%			RMB			%			RMB			US$			%
	(in thousands, except percentages)
Net revenues		954,464			100.0			1,521,836			100.0			1,584,420			255,362			100.0
Operating expenses
Cost of products		(808,063	)		(84.7	)		(1,245,832	)		(81.9	)		(1,086,133	)		(175,053	)		(68.3	)
Fulfillment		(72,026	)		(7.5	)		(116,432	)		(7.7	)		(168,130	)		(27,098	)		(10.6	)
Sales and marketing		(78,633	)		(8.2	)		(146,202	)		(9.6	)		(226,952	)		(36,577	)		(14.6	)
Technology and content		(6,554	)		(0.7	)		(16,120	)		(1.1	)		(63,607	)		(10,252	)		(4.0	)
General and administrative		(33,461	)		(3.5	)		(38,160	)		(2.5	)		(96,911	)		(15,619	)		(6.1	)
Other operating income (expenses), net		(122	)		(0.0	)		(75	)		(0.0	)		457			74			(0.0	)
Total operating expenses		(998,859	)		(104.6	)		(1,562,821	)		(102.8	)		(1,641,276	)		(264,525	)		(103.6	)

Cost of products is separately presented for product sales under the distribution model. Cost of products consists of the purchase price of products and inbound shipping charges, as well as inventory write-downs. Shipping charges to receive products from the suppliers are included in the inventories, and recognized as cost of products upon sale of the products to the customers. Our cost of products does not include other direct costs related to cost of product sales such as shipping and handling expenses, payroll and benefits of staff, logistic centers rental expenses and depreciation expenses. Therefore our cost of products may not be comparable to other companies which include such expenses in their cost of products. We expect our cost of products to increase in line with the growth of our net revenues generated from product sales.

Our fulfillment expenses primarily consist of (i) expenses charged by third-party couriers for dispatching and delivering products to consumers, (ii) expenses incurred in operating our fulfillment and customer service center, including personnel cost and expenses attributable to buying, receiving, inspecting and warehousing inventories, picking, packaging and preparing customer orders for shipment, and store operations, (iii) rental expenses of leased warehouses, and (iv) packaging material costs. We expect our fulfillment expenses to increase as we will hire additional fulfillment personnel and lease more warehouses to meet the demand driven by the increase in the GMV and expansion of our fulfillment services. We plan to make our fulfillment operations more efficient by setting up customized warehouse facilities to make full use of the available space, improve the pick-and-pack workflow efficiency, accommodate greater product selection and minimize order splitting.

Our sales and marketing expenses primarily consist of payroll, bonus and benefits of sales and marketing staff, advertising costs, service fees paid to marketplaces, agency fees and costs for promotional materials. Our sales and marketing expenses have increased in recent years, primarily due to the growth of our sales and marketing team and an expansion of our marketing efforts. We expect that our sales and marketing expenses will continue to increase as we devote further efforts to expand digital marketing services for our brand partners and engage in additional advertising activities to increase the GMV of stores operated by us.

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Our technology and content expenses consist primarily of technology infrastructure expenses and payroll and related expenses for employees in our technology and system department, editorial content, as well as costs associated with the computer, storage and telecommunications infrastructure for internal use. We expect spending in technology and content to increase over time as we add more experienced IT professionals and continue to invest in our technology platform to provide comprehensive services to brand partners.

Our general and administrative expenses consist primarily of payroll and related expenses for our management and other employees involved in general corporate functions, office rentals, depreciation and amortization expenses relating to property and equipment used in general and administrative functions, professional service and consulting fees and other expenses incurred in connection with general corporate purposes. We expect our general and administrative expenses to increase as we incur additional expenses in connection with the expansion of our business and our operations, which include adding more staff to our general and administrative team, increasing expenses related to improving and maintaining our internal control over financial reporting and complying with our reporting obligations, and higher share-based compensation expenses.

Taxation

Cayman Islands

We are not subject to income or capital gains tax under the current laws of the Cayman Islands. The Cayman Islands does not impose a withholding tax on payments of dividends to shareholders.

Hong Kong

Our subsidiary incorporated in Hong Kong is subject to Hong Kong profit tax at a rate of 16.5% on its taxable income generated from operations in Hong Kong. Hong Kong does not impose a withholding tax on dividends.

China

Generally, our subsidiaries and consolidated VIE in China are subject to enterprise income tax on their taxable income in China at a rate of 25%. The enterprise income tax is calculated based on the entity’s global income as determined under PRC tax laws and accounting standards.

We are subject to VAT at a rate of 17% on product sales and 6% on our services, in each case less any deductible VAT we have already paid or borne. We are also subject to surcharges on VAT payments in accordance with PRC law.

We are subject to business tax at a rate of 5% for our services.

Dividends paid by our wholly foreign-owned subsidiary in China to our intermediary holding company in Hong Kong will be subject to a withholding tax rate of 10%, unless the relevant Hong Kong entity satisfies all the requirements under the Arrangement between the PRC and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion with respect to Taxes on Income and Capital entered into on August 21, 2006 and receives approval from the relevant tax authority. If the relevant Hong Kong entity satisfies all the requirements under the tax arrangement and receives approval from the relevant tax authority, then the dividends paid to the Hong Kong entity would be subject to withholding tax at the standard rate of 5%.

If our holding company in the Cayman Islands or any of our subsidiaries outside of China were deemed to be a “resident enterprise” under the PRC Enterprise Income Tax Law, it would be subject to enterprise income tax on its worldwide income at a rate of 25%. See “Risk Factors—Risks Related to Doing Business in the People’s Republic of China—We may be treated as a resident enterprise for PRC tax purposes under the PRC Enterprise Income Tax Law, and we may therefore be subject to PRC income tax on our global income.”

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Critical Accounting Policies

We prepare our financial statements in conformity with U.S. GAAP, which requires us to make judgments, estimates and assumptions. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experiences and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates. Some of our accounting policies require a higher degree of judgment than others in their application and require us to make significant accounting estimates.

The selection of critical accounting policies, the judgments and other uncertainties affecting application of those policies and the sensitivity of reported results to changes in conditions and assumptions are factors that should be considered when reviewing our financial statements. We believe the following accounting policies involve the most significant judgments and estimates used in the preparation of our financial statements.

Revenue Recognition

We provide brand e-commerce solutions to our brand partners and have two revenue streams: (i) product sales and (ii) services. Consistent with the criteria of ASC 605, Revenue Recognition, we recognize revenues when the following four revenue recognition criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the selling price is fixed or determinable, and (iv) collectability is reasonably assured.

We generate revenues from selling branded products directly to customers under the distribution model or facilitate our brand partners’ sales of products as an agent under the consignment model.

We evaluate whether it is appropriate to record proceeds from product sales as revenues at the gross amount or the net amount as commission fees earned in accordance with ASC 605-45-45.

Product Sales

Under the distribution model, we select and purchase goods from our brand partners and/or their authorized distributors and sell goods directly to customers through online stores operated by us or on our Maikefeng platform. Revenue under the distribution model is recognized on a gross basis and presented as product sales in the consolidated statements of operations, because (i) we, rather than the brand partner, are the primary obligor and are responsible to the customers for the key aspects of the fulfillment of the transaction including pre-sales and after-sales services; (ii) we bear the physical and general inventory risk once the products are delivered to our warehouse; (iii) we have latitude in establishing prices; and (iv) we have credit risk. The majority of revenues generated from selling branded products are under the distribution model and recognized on a gross basis.

Product sales, net of return allowances, value added tax and related surcharges, are recognized when customers accept the products upon delivery. We offer online customers an unconditional right of return for a period of seven days upon receipt of products. Return allowances, which reduce revenue, are estimated based on historical data we have maintained and our analysis of returns by categories of products, and subject to adjustments to the extent that actual returns differ or expected to differ. We made gross return allowances against our revenue of RMB188,000, RMB265,000 and RMB331,000 (US$53,348) for the years ended December 31, 2012, 2013 and 2014, respectively.

A majority of our customers make online payments through third-party payment platforms when they place orders on our online stores. The funds will not be released to us by these third-party payment platforms until the customers accept the delivery of the products at which point we recognize sales of products.

A portion of our customers pay upon the receipt of our products. Our delivery service providers collect the payments from our customers for us. We record a receivable on the balance sheet with respect to cash held by third-party couriers.

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Shipping and handling charges are included in net revenues. We typically do not charge shipping fees on orders exceeding a certain sale amount. Shipping revenue has not been material for the periods presented. Our shipping costs are presented as part of our operating expenses.

Services

In some instances, we facilitate the brand partners’ online sales of their respective branded products as an agent. We do not take title to the products, do not have any latitude in establishing prices and selecting merchandise, have no discretion in supplier selection, and generally are not involved in the determination of products specification. Based on these indicators, we have determined that revenue from our sales of products where we act as an agent are service fees in nature. Therefore, we record commission fees from our brand partners based on a pre-determined formula as services revenue in the consolidated statements of operations.

We also provide IT, online store operations, marketing and promotion, customer service, warehousing and fulfillment, and other services to our brand partners. Brand partners may elect to use our comprehensive end-to-end e-commerce solutions or select specific elements of our e-commerce supporting infrastructure and service that best fit their needs. We charge our brand partners a combination of fix fees and/or variable fees based on the value of merchandise sold or other variable factors such as number of orders fulfilled. Revenue generated from these service arrangements is recognized on a gross basis and presented as services revenue in the consolidated statements of operations. All the costs that we incur in the provision of the above services are classified as operating expenses on the consolidated statements of operations.

Revenue generated from services relating to IT service, and marketing and promotion services for brand partners are recognized when the services are rendered. Revenue generated from services relating to online store operations, customer services, and warehouse and fulfillment services consisted of both fixed fees and variable fees based on the value of merchandise sold. Fixed fee is recognized as revenue ratably over the service period. Variable fees are recognized as revenue when they become determinable based on the value of merchandise sold and confirmed by the brand partners.

Some of our service contracts are considered multiple element arrangements as they include provision of a combination of various services based on the brand partner’s requirements. These contracts may include one-time online store design and setup services, marketing and promotion services during certain holidays, and continuous online store operation services, warehouse and fulfillment services over a period of time to the same brand partner.

We allocate arrangement consideration in multiple-deliverable revenue arrangements at the inception of an arrangement to all services revenues based on the relative selling price in accordance with the selling price hierarchy, which includes (i) vendor-specific objective evidence, or VSOE, if available; (ii) third-party evidence or TPE, if VSOE is not available, and (iii) best estimate of selling price, or BESP, if neither VSOE nor TPE is available.

VSOE. We determine VSOE based on our historical pricing and discounting practices for the specific service when sold separately. In determining VSOE, we require that a substantial majority of the selling prices for these services fall within a reasonably narrow pricing range. We have historical pricing for online store operation and customer services and warehousing and fulfillment services on a standalone basis. As a result, we have used VSOE to allocate the selling price for these services when they are elements of a multiple element arrangement. We have not historically priced one-time online store design and set up services on a standalone basis, and therefore, we consider TPE and BESP as discussed below.

TPE. When VSOE cannot be established for deliverables in multiple element arrangements, we apply judgment with respect to whether we can establish a selling price based on TPE. TPE is determined based on competitor prices for similar deliverables when sold separately. Generally, our business strategy differs from that of our peers, and its offerings contain a significant level of differentiation such that the comparable pricing of

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services with similar functionality cannot be obtained. Furthermore, we are unable to reliably determine what similar competitor services’ selling prices are on a stand-alone basis. As a result, for the periods presented in the consolidated financial statements, we have not been able to establish selling price based on TPE for any of our service offering.

BESP. When we are unable to establish selling price using VSOE or TPE, we use BESP in our allocation of arrangement consideration. The objective of BESP is to determine the price at which we would transact a sale if the service were sold on a stand-alone basis. We determine BESP for deliverables by considering multiple factors including, but not limited to, prices we charge for similar offerings and the cost of services we provide. We have used BESP to allocate the selling price of one-time online store design and set up services and marketing and promotion services under these multiple element arrangements. The process for determining BESP involves management judgment. Our process of considering multiple factors may vary depending upon the unique facts and circumstances related to each deliverable. If facts and circumstances underlying the factors we consider change, or should subsequent facts and circumstances lead us to consider additional factors, our BESP could change in future periods. We regularly review the evidence of selling prices for our services and maintain internal controls over the establishment and updates of these estimates. There were no material changes in BESP for our services during the years ended December 31, 2012, 2013 and 2014, nor do we expect a material change in BESP in the foreseeable future.

Inventories

Inventories, consisting of products available for sale, are valued at the lower of cost or market. Cost of inventories is determined using the weighted average cost method. This valuation requires us to make judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers or liquidations in limited instances due to closure of online stores, and expected recoverable values of each disposition category.

We adopt different strategies to deal with non-seasonal and seasonal demands. In addition, we actively track the sales data and make timely adjustments to our procurement plan in order to minimize the chance of excess unsold inventory. As a result, our obsolete inventory has not been significant. Our inventory provision is made for valuation of inventory at the lower of cost or market value. In addition, we generally reserve for inventories on hand aging over certain period of time. Inventory provisions charged to cost of products were RMB9.9 million, RMB12.0 million and RMB12.5 million (US$2.0 million) for 2012, 2013 and 2014, respectively.

Share-Based Compensation

Our share-based payment transactions with our directors, employees and consultants are measured based on the grant date fair value of the equity instrument we issued and recognized as compensation expense over the requisite service period based on the straight-line method, with a corresponding impact reflected in additional paid-in capital.

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The following table sets forth information regarding the share options granted to eligible employees and directors:

Grant Date	Type of equity instrument	Number of Ordinary shares Underlying each equity instrument		Exercise Price				Fair Value of the Equity Instrument as of the Grant Date				Fair Value of the Underlying Ordinary Shares as of the Grant Date				Intrinsic Value as of the Grant Date
				RMB		US$		RMB		US$		RMB		US$		RMB in thousands		US$ in thousands
February 1, 2012	Share options		1,298,422		0.1		0.02		3.47		0.57		3.53		0.58		4,454		726
June 28, 2013	Share options		3,599,400		0.1		0.02		5.93		0.97		5.99		0.98		21,200		3,454
August 29, 2014	Share options		8,892,833		0.1		0.02		13.32		2.17		13.38		2.18		118,097		19,240

Management is responsible for determining the fair value of options granted to our directors, employees and consultants and considered a number of factors including valuations.

In determining the fair value of our share options, the binomial option pricing model was applied. The key assumptions used to determine the fair value of the options at the relevant grant dates were as follows. Changes in these assumptions could significantly affect the fair value of stock options and hence the amount of compensation expenses we recognize in our consolidated financial statements.

Our share-based compensation expenses are measured at the fair value of the awards as calculated under the binomial option-pricing model. Assumptions used in the binomial model are presented below:

	2012			2013			2014
Risk-free interest rate (per annum)(1)		2.57	%		2.59	%		2.99	%
Contract life (in years)		10			10			10
Expected volatility range(3)		55.97	%		50.68	%		50.48	%
Expected dividend yield(4)		0.00	%		0.00	%		0.00	%

(1) We estimate risk-free interest rate based on the yield to maturity of U.S. treasury bonds denominated in US$ and adjusted for country risk premium of PRC with a maturity similar to the expected expiry of the term.

(2) We estimate the volatility is based on the historical volatility of the comparable companies in the period equal to average time to expiration to the valuation date.

(3) We have never declared or paid any cash dividends on our capital stock, and we do not anticipate any dividend payments on our ordinary shares in the foreseeable future.

The assumptions used in share-based compensation expenses recognition represent our best estimates, but these estimates involve inherent uncertainties and the application of our judgment. If factors change or different assumptions are used, our share-based compensation expenses could be materially different for any period.

Moreover, the estimates of fair value are not intended to predict actual future events or the value that ultimately will be realized by grantees who receive share-based awards, and subsequent events are not indicative of the reasonableness of the original estimates of fair value made by us for accounting purposes.

We apply ASC 718, Compensation—Stock Compensation, or ASC 718, to account for our employee share-based payments. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in the subsequent period if actual forfeitures differ from initial estimates. Forfeiture rates are estimated based on historical and future expectations of employee turnover rates and are adjusted to reflect future changes in circumstances and facts, if any. Share-based compensation expenses are recorded net of estimated forfeitures

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such that expense is recorded only for those share-based awards that are expected to vest. To the extent we revise these estimates in the future, the share-based payments could be materially impacted in the period of revision, as well as in following periods.

Fair Value of Our Ordinary Shares

We are a private company with no quoted market prices for our ordinary shares. We have therefore needed to make estimates of the fair value of our ordinary shares at various dates for the following purposes:

• determining the fair value of our ordinary shares at the date of issuance of convertible instruments as one of the inputs in determining the intrinsic value of the beneficial conversion feature, if any; and

• determining the fair value of our ordinary shares at the date of the grant of a share-based compensation award to our employees as one of the inputs in determining the grant date fair value of the award.

The following table sets forth the fair value of our ordinary shares estimated at different times with the assistance from an independent valuation firm:

Date	Total Equity Value				Fair Value per Ordinary Share				DLOM			Discount Rate			Purpose of Valuation
	(RMB in thousand)		(US$ in thousand)		(RMB)		US$
February 1, 2012		376,941		61,411		3.53		0.58		30	%		15	%	Share options grant
September 21, 2012		549,637		89,547		2.92		0.48		30	%		15	%	To determine potential beneficial conversion feature in connection with the issuance of Series C1 convertible redeemable preferred shares
June 28, 2013		940,927		153,295		5.99		0.98		25	%		15	%	Share options grant
August 29, 2014		1,866,669		304,117		13.38		2.18		18	%		15	%	To determine potential beneficial conversion feature in connection with the issuance of Series C2 convertible redeemable preferred shares, and share option grant

In determining the fair value of our ordinary shares, we applied the income approach/ discounted cash flow, or DCF, analysis based on our projected cash flow using management’s best estimate as of the valuation date. The determination of the fair value of our ordinary shares requires complex and subjective judgments to be made regarding our projected financial and operating results, our unique business risks, the liquidity of our shares and our operating history and prospects at the time of valuation.

The major assumptions used in calculating the fair value of ordinary shares include:

Discount Rates. The discount rates listed out in the table above were based on the weighted average cost of capital, which was determined based on a consideration of the factors including risk-free rate, comparative industry risk, equity risk premium, company size and non-systemic risk factors.

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Comparable Companies. In deriving the weighted average cost of capital used as the discount rates under the income approach, seven publicly traded companies were selected for reference as our guideline companies. The guideline companies were selected based on the following criteria: (i) they operate in the e-commerce industry and (ii) their shares are publicly traded in developed capital markets, including the United States, South Korea, Japan, Taiwan and the UK.

Discount for Lack of Marketability, or DLOM. DLOM was quantified by the Black-Scholes option pricing model. Under this option-pricing method, the cost of the put option, which can hedge the price change before the privately held shares can be sold, was considered as a basis to determine the DLOM. This option pricing method is one of the methods commonly used in estimating DLOM as it can take into consideration factors like timing of a liquidity event, such as an initial public offering, and estimated volatility of our shares. The farther the valuation date is from an expected liquidity event, the higher the put option value and thus the higher the implied DLOM. The lower DLOM is used for the valuation, the higher is the determined fair value of the ordinary shares.

The income approach involves applying appropriate discount rates to estimated cash flows that are based on earnings forecasts. Our revenues and earnings growth rates, as well as major milestones that we have achieved, contributed to the increase in the fair value of our ordinary shares from 2012 to 2014.

However, these fair values are inherently uncertain and highly subjective. The assumptions used in deriving the fair values are consistent with our business plan. These assumptions include: (i) no material changes in the existing political, legal and economic conditions in China; (ii) our ability to retain competent management, key personnel and staff to support our ongoing operations; and (iii) no material deviation in market conditions from economic forecasts. These assumptions are inherently uncertain.

The option-pricing method was used to allocate enterprise value to preferred and ordinary shares, taking into account the guidance prescribed by the AICPA Audit and Accounting Practice Aid, “Valuation of Privately-Held Company Equity Securities Issued as Compensation.” The method treats common stock and preferred stock as call options on the enterprise’s value, with exercise prices based on the liquidation preference of the preferred stock.

The option-pricing method involves making estimates of the anticipated timing of a potential liquidity event, such as a sale of our company or an initial public offering, and estimates of the volatility of our equity securities. The anticipated timing is based on the plans of our board of directors and management. Estimating the volatility of the share price of a privately held company is complex because there is no readily available market for the shares. We estimated the volatility of our shares to range from 40.5% to 45.9% based on the historical volatilities of comparable publicly traded companies engaged in similar lines of business. Had we used different estimates of volatility, the allocations between preferred and ordinary shares would have been different.

The fair value of our ordinary shares decreased from RMB3.53 (US$0.58) per share as of February 1, 2012 to RMB2.92 (US$0.48) per share as of September 21, 2012. The decrease in fair value of our ordinary shares was attributable to dilution impact from the issuance of convertible redeemable preferred shares on September 21, 2012.

The fair value of our ordinary shares increased from RMB2.92 (US$0.48) per share as of September 21, 2012 to RMB13.38 (US$2.18) per share as of August 29, 2014. The increase in fair value of our ordinary shares was primarily attributable to organic business growth:

• We further improved the functionality and user experience of online stores and increased the number of brand partners.

• We reduced the proportion of personal computers in our product mix due to their lower markups, and the reduction was expected to improve our overall profitability.

• We entered into new product categories, mainly automobile and insurance, which we expected would generate more revenues and increase our overall profitability.

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• We launched new business in mkf.com.

• Our GMV increased during the period.

The estimates used to determine the fair value of ordinary shares will not be necessary to determine the fair value of new awards once our ADSs begin trading.

Income Taxes

Current income taxes are provided on the basis of net income for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions. We follow the liability method of accounting for income taxes.

Under this method, deferred tax assets and liabilities are determined based on the temporary differences between the financial statements carrying amounts and tax bases of assets and liabilities by applying enacted statutory tax rates that will be in effect in the period in which the temporary differences are expected to reverse. We record a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rate is recognized in our consolidated financial statements in the period of change.

In accordance with the provisions of ASC 740, we recognize in our financial statements the benefit of a tax position if the tax position is “more likely than not” to prevail based on the facts and technical merits of the position. Tax positions that meet the “more likely than not” recognition threshold are measured at the largest amount of tax benefit that has a greater than fifty percent likelihood of being realized upon settlement. We estimate our liability for unrecognized tax benefits which are periodically assessed and may be affected by changing interpretations of laws, rulings by tax authorities, changes and/or developments with respect to tax audits, and expiration of the statute of limitations. The ultimate outcome for a particular tax position may not be determined with certainty prior to the conclusion of a tax audit and, in some cases, appeal or litigation process.

We consider positive and negative evidence when determining whether some portion or all of our deferred tax assets will not be realized. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry-forward periods, our historical results of operations, and our tax planning strategies. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Based upon the level of our historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, we believe it is more likely than not that we will not realize the deferred tax assets resulted from the tax loss carried forward in the future periods.

The actual benefits ultimately realized may differ from our estimates. As each audit is concluded, adjustments, if any, are recorded in our financial statements in the period in which the audit is concluded. Additionally, in future periods, changes in facts, circumstances and new information may require us to adjust the recognition and measurement estimates with regard to individual tax positions. Changes in recognition and measurement estimates are recognized in the period in which the changes occur. As of December 31, 2012, 2013 and 2014, we did not have any significant unrecognized uncertain tax positions.

Recent Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board, or FASB, issued a pronouncement which provides guidance on financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The FASB’s objective in issuing this Accounting Standards Update, or ASU, is to eliminate diversity in practice resulting from a lack of guidance on this topic in current U.S. GAAP. The amendments in this ASU state that an unrecognized tax benefit, or a portion

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of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This ASU applies to all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. We have adopted this ASU and concluded that there is no material impact on our consolidated financial results or disclosure.

In May 2014, the FASB and International Accounting Standards Board, or IASB, issued their converged standard on revenue recognition. The objective of the revenue standard ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” is to provide a single, comprehensive revenue recognition model for all contracts with customers to improve comparability within industries, across industries, and across capital markets. The revenue standard contains principles that an entity will apply to determine the measurement of revenue and timing of when it is recognized. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. For public companies, the revenue standard is effective for the first interim period within annual reporting periods beginning after December 15, 2016 and early adoption is not permitted. We are in the process of evaluating the impact of the standard on our consolidated financial statements.

On August 27, 2014, the FASB issued ASU 2014-15, which provides guidance on determining when and how reporting entities must disclose going-concern uncertainties in their financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date of issuance of the entity’s financial statements (or within one year after the date on which the financial statements are available to be issued, when applicable). Further, an entity must provide certain disclosures if there is “substantial doubt about the entity’s ability to continue as a going concern.” The ASU is effective for annual periods ending after December 15, 2016, and interim periods thereafter. Early adoption is permitted. The ASU must be applied at the effective date, and we are in the process of evaluating the impact of the standard on our consolidated financial statements.

In November 2014, the FASB issued a new pronouncement which provides guidance on determining whether the host contract in a hybrid financial instrument issued in the form of a share is more akin to debt or to equity. The new standard requires management to determine the nature of the host contract by considering the economic characteristics and risks of the entire hybrid financial instrument, including the embedded derivative feature that is being evaluated for separate accounting from the host contract. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption, including adoption in an interim period, is permitted. The effects of initially adopting the amendments in this update should be applied on a modified retrospective basis to existing hybrid financial instruments issued in the form of a share as of the beginning of the fiscal year for which the amendments are effective. We are in the process of assessing the effect of adoption of this guidance on our consolidated financial statements.

Internal Control over Financial Reporting

Prior to this offering, we have been a private company with limited numbers of accounting personnel and other resources with which to address our internal controls and procedures. In connection with the audit of our consolidated financial statements for 2012, 2013 and 2014, we and our auditors, an independent registered public accounting firm, identified one material weakness and one significant deficiency in our internal control over

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financial reporting. As defined in the standards established by the PCAOB, a “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. A “significant deficiency” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, that is less severe than a material weakness yet important enough to merit attention by those responsible for oversight of the company’s financial reporting.

The material weakness identified was we lacked formal process to identify and address risk of material misstatement related to U.S. GAAP reporting. This identified material weakness could affect our ability to accurately and timely report our financial results in accordance with U.S. GAAP, and to prevent or detect material misstatements of the company’s annual or interim financial statements on a timely basis.

Neither we nor our independent registered public accounting firm undertook a comprehensive assessment of our internal control under the Sarbanes-Oxley Act for purposes of identifying and reporting any weakness in our internal control over financial reporting. We and they are required to do so only after we become a public company. Had we performed a formal assessment of our internal control over financial reporting or had our independent registered public accounting firm performed an audit of our internal control over financial reporting, additional control deficiencies may have been identified.

To remediate our identified material weakness and improve our internal control over financial reporting, we are in the process of implementing the risk assessment process, preparing the risk assessment documentation and performing the formal evaluation process for evaluating related risks based on such documentation.

The significant deficiency identified was we lacked audit committee and enough internal audit resources to establish formal internal control framework. Following the identification of the significant deficiency, we are in the process of establishing an audit committee before the closing of this offering. We will improve our internal audit function and hire an experienced internal auditor by the end of 2015. The internal auditor will be independent of our operations and will report directly to the audit committee. We will perform self-assessment of internal control effectiveness on a continuous basis. The identified deficiency will be corrected and documented in a timely manner. We will also hire more competent personnel or seek external professional service related to SOX 404 compliance.

We cannot assure you that all these measures will be sufficient to remediate our material weakness or significant deficiency in time, or at all. See “Risk Factors—Risks Related to Our Business—If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely basis could be impaired.”

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Results of Operations

The following table sets forth a summary of our consolidated results of operations for the periods indicated both in absolute amount and as a percentage of our total net revenues.

	For the Year Ended December 31,
	2012						2013						2014
	RMB			%			RMB			%			RMB			US$			%
	(in thousands, except for per share and per ADS data and number of shares)
Net revenues
Product sales		819,422			85.9			1,274,746			83.8			1,187,162			191,336			74.9
Services		135,042			14.1			247,090			16.2			397,258			64,026			25.1
Total net revenues		954,464			100.0			1,521,836			100.0			1,584,420			255,362			100.0
Operating expenses(1)
Cost of products		(808,063	)		(84.7	)		(1,245,832	)		(81.9	)		(1,086,133	)		(175,053	)		(68.6	)
Fulfillment		(72,026	)		(7.5	)		(116,432	)		(7.7	)		(168,130	)		(27,098	)		(10.6	)
Sales and marketing		(78,633	)		(8.2	)		(146,202	)		(9.6	)		(226,952	)		(36,577	)		(14.3	)
Technology and content		(6,554	)		(0.7	)		(16,120	)		(1.1	)		(63,607	)		(10,252	)		(4.0	)
General and administrative		(33,461	)		(3.5	)		(38,160	)		(2.5	)		(96,911	)		(15,619	)		(6.1	)
Other operating expenses, net		(122	)		(0.0	)		(75	)		(0.0	)		457			74			0.0
Total operating expenses		(998,859	)		(104.6	)		(1,562,821	)		(102.8	)		(1,641,276	)		(264,525	)		(103.6	)
Loss from operations		(44,395	)		(4.6	)		(40,985	)		(2.8	)		(56,856	)		(9,163	)		(3.6	)
Other income (expenses)
Interest income		122			0.0			4,574			0.3			3,156			509			0.2
Interest expenses		(3,275	)		(0.3	)		(677	)		(0.0	)		(1,552	)		(250	)		(0.1	)
Exchange gain (loss)		314			0.0			(376	)		(0.0	)		(2,650	)		(427	)		(0.2	)
Loss before tax		(47,234	)		(4.9	)		(37,464	)		(2.5	)		(57,902	)		(9,331	)		(3.7	)
Income tax expense		—			—			(307	)		(0.0	)		(1,912	)		(308	)		(0.1	)
Net loss		(47,234	)		(4.9	)		(37,771	)		(2.5	)		(59,814	)		(9,639	)		(3.8	)
Deemed dividend from issuance of convertible redeemable preferred shares		(4,683	)		(0.5	)		—			—			(16,666	)		(2,686	)		(1.1	)
Change in redemption value of convertible redeemable preferred shares		(16,231	)		(1.7	)		(61,435	)		(4.0	)		(79,169	)		(12,760	)		(5.0	)
Net loss attributable to ordinary shareholders		(68,148	)		(7.1	)		(99,206	)		(6.5	)		(155,649	)		(25,085	)		(9.8	)
Net loss per share attributable to ordinary shareholders
Basic		(2.27	)		0.0			(3.31	)		0.0			(5.31	)		(0.86	)		0.0
Diluted		(2.27	)		0.0			(3.31	)		0.0			(5.31	)		(0.86	)		0.0
Weighted average shares used in calculating net loss per ordinary share
Basic		29,983,883			—			29,983,883			—			29,314,067			29,314,067			—
Diluted		29,983,883			—			29,983,883			—			29,314,067			29,314,067			—

(1) Share-based compensation expenses are allocated in operating expenses items as follows:

	For the Years Ended December 31,
	2012			2013			2014
	RMB			RMB			RMB			US$
	(in thousands)
Fulfillment		(73	)		(584	)		(460	)		(74	)
Sales and marketing		(685	)		(5,822	)		(5,469	)		(881	)
Technology and content		(159	)		(1,608	)		(26,311	)		(4,241	)
General and administrative		(3,609	)		(3,492	)		(52,723	)		(8,498	)
		4,526			11,506			84,963			13,694

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Year Ended December 31, 2013 Compared to Year Ended December 31, 2014.

Net Revenues

Our total net revenues increased by 4.1% from RMB1,521.8 million in 2013 to RMB1,584.4 million (US$255.4 million) in 2014. Net revenue generated from product sales decreased by 6.9% while net revenues from services grew by 60.8%. The decrease in our net revenues generated from product sales was primarily due to the decrease in the sales of personal computer products in the electronics products category resulting from our adjustment in the mix of products for higher markups, partially offset by increases in sales of products in other categories. This adjustment is due to our strategy to focus on sales of products with higher markups and we believe that this will help improve our results of operations in the long term. The increase in our net revenues generated from services was because of the increases in the number of our brand partners and GMV of our existing brand partners.

Operating Expenses

Our operating expenses increased by 5.0% from RMB1,562.8 million in 2013 to RMB1,641.3 million (US$264.5 million) in 2014. This increase was due to the increase in share-based compensation expenses from RMB11.5 million in 2013 to RMB85.0 million (US$13.7 million) in 2014, significantly offset by the decrease in our cost of products.

Cost of Products. Our cost of products decreased by 12.8% from RMB1,245.8 million in 2013 to RMB1,086.1 million (US$175.1 million) in 2014. Cost of products as a percentage of net revenues from product sales decreased from 97.7% in 2013 to 91.5% in 2014. The decrease was primarily due to the significant decrease in the sales of personal computer products, for which our markup is typically small.

Fulfillment Expenses. Our fulfillment expenses increased by 44.4% from RMB116.4 million in 2013 to RMB168.1 million (US$27.1 million) in 2014. This increase was primarily due to the increase in GMV from RMB2,620.8 million in 2013 to RMB4,248.9 million (US$684.8 million) in 2014 and specifically, (i) an increase in expenses charged by third-party couriers for dispatching and delivering our products, and (ii) an increase in personnel cost and expenses attributable to picking and sorting, as our volume of product sales increased and we provided more fulfillment services to our brand partners. The increase in our fulfillment expenses was also due to (i) an increase in the rental expenses for our warehouses, which was primarily due to the increase in the aggregate gross floor area leased, and (ii) an increase in personnel cost and expenses attributable to customer service resulting from the increase in the number of brand partners and online stores. The increase was also due to an increase in share-based compensation expenses.

Sales and Marketing Expenses. Our sales and marketing expenses increased by 55.2% from RMB146.2 million in 2013 to RMB227.0 million (US$36.6 million) in 2014. This increase was primarily due to an increase in promotion and marketing expenses from RMB56.1 million in 2013 to RMB114.8 million (US$18.5 million) in 2014 resulting from the increase in our advertising expenditures on Tmall, as we engaged in more advertising activities to increase the GMV of stores operated by us and enhance the recognition of our Maikefeng platform. The increase in promotion and marketing expenses was also due to the hiring of more professionals and staff for our marketing team to enhance our digital marketing service to our brand partners. Our sales and marketing expenses increased also because the personnel cost and expenses attributable to online store operations increased due to the increase in the number of brand partners and online stores.

Technology and Content Expenses. Our technology and content expenses increased by 294.6% from RMB16.1 million in 2013 to RMB63.6 million (US$10.3 million) in 2014. The increase was primarily due to an increase in share-based compensation expenses from RMB1.6 million in 2013 to RMB26.3 million (US$4.2 million) in 2014, as we granted immediately vesting share options to our co-founder, director and chief operating officer, Mr. Junhua Wu, in August 2014. This increase was also due to the increase in the headcount of our technology employees from 167 as of December 31, 2013 to 195 as of December 31, 2014 to execute our technology related strategies of improving our technology platform and launch our IT services in Indonesia. The increase was also due to an increase in the expenses incurred for software and hardware maintenance.

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General and Administrative Expenses. Our general and administrative expenses increased by 154.0% from RMB38.2 million in 2013 to RMB96.9 million (US$15.6 million) in 2014. The increase was primarily due to an increase in share-based compensation expenses from RMB3.5 million in 2013 to RMB52.7 million (US$8.5 million) in 2014, as, in August 2014, we granted immediately vesting share options to our co-founder, chief executive officer and director, Mr. Vincent Wenbin Qiu, and our co-founder and director, Mr. Michael Qingyu Zhang, which materially increased our general and administrative expenses. This increase was also due to (i) an increase in employee benefits, resulting from an increase in headcount of general and administrative employees and an increase in the salary level, (ii) an increase in depreciation and amortization resulting from leasehold improvements of our offices, and (iii) an increase in the rental and utility expenses for our offices, as we leased more office space.

Interest Income

Our interest income decreased from RMB4.6 million in 2013 to RMB3.2 million (US$0.5 million) in 2014. This decrease was primarily due to the smaller average cash balance we held in 2014.

Interest Expense

Our interest expense increased from RMB0.7 million in 2013 to RMB1.6 million (US$0.3 million) in 2014. This increase was primarily due to a higher average short-term bank borrowings amount outstanding in 2014. In 2014, we drew down RMB160.0 million under short-term bank credit facilities, compared to RMB55.5 million in 2013, mainly for inventory procurements in preparation for the expected stronger sales on Singles Day. We have fully repaid the short-term borrowings by the end of 2014.

Net Loss

As a result of the foregoing, our net loss increased by 58.4% from RMB37.8 million in 2013 to RMB59.8 million (US$9.6 million) in 2014.

Net Loss Attributable to Ordinary Shareholders

Our net loss attributable to ordinary shareholders increased by 56.9% from RMB99.2 million in 2013 to RMB155.6 million (US$25.1 million) in 2014.

Year Ended December 31, 2012 Compared to Year Ended December 31, 2013

Net Revenues

Our total net revenues increased by 59.4% from RMB954.5 million in 2012 to RMB1,521.8 million in 2013, with increases in net revenues from both product sales and services. Net revenue generated from product sales grew by 55.6% while net revenues from services grew by 83.0%. The increase in our net revenues generated from product sales was primarily due to the growth in the GMV of the online stores, which was driven by (i) the increased numbers of our brand partners and stores and (ii) the increased GMV of existing stores resulting from the continued growth of the number of customers who use e-commerce platform in the retail industry. The increase in our net revenues generated from services was because of the increases in the number of our brand partners and GMV of our existing brand partners.

Operating Expenses

Our operating expenses increased by 56.5% from RMB998.9 million in 2012 to RMB1,562.8 million in 2013. This increase was due to increases in all of our operating expense line items.

Cost of Products. Our cost of products increased by 54.2% from RMB808.1 million in 2012 to RMB1,245.8 million in 2013. This increase reflects the increase in GMV of product sales under the distribution model. Cost of

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products as percentage of net revenues from product sales decreased from 98.6% in 2012 to 97.7% in 2013. The decrease was primarily due to more favorable prices we obtained from our brand partners as we increased economy of scales in 2013.

Fulfillment Expenses. Our fulfillment expenses increased by 61.7% from RMB72.0 million in 2012 to RMB116.4 million in 2013. This increase was primarily due to the increase in GMV from RMB1,460.4 million in 2012 to RMB2,620.8 million in 2013 and specifically, (i) an increase in expenses charged by third-party couriers for dispatching and delivering our products, and (ii) an increase in personnel cost and expenses attributable to picking and sorting, as our volume of product sales increased and we provided more fulfillment services to our brand partners. The increase in our fulfillment expenses was also attributable to (i) an increase in personnel cost and expenses attributable to store operations due to the increase in the number of brand partners and stores operated by us and (ii) an increase in the rental expenses for our warehouses, which was primarily due to the increase in the aggregate gross floor area leased. In addition, the increase was due to an increase in share-based compensation expenses from RMB0.07 million in 2012 to RMB0.6 million in 2013. The increase in our fulfillment expenses was also due to an increase in the packaging materials from RMB6.0 million in 2012 to RMB7.6 million in 2013.

Sales and Marketing Expenses. Our sales and marketing expenses increased by 85.9% from RMB78.6 million in 2012 to RMB146.2 million in 2013. This increase was primarily due to an increase in promotion and marketing expenses from RMB22.5 million in 2012 to RMB56.1 million in 2013 resulting from the increase in our advertising expenditures on Tmall, as we engaged in more advertising activities to increase the GMV of stores operated by us. The increase in promotion and marketing expenses was also due to the hiring of more professionals and staff for our marketing team to enhance our digital marketing service to our brand partners. Our sales and marketing expenses increased also because the personnel cost and expenses attributable to online store operations increased due to the increase in the number of brand partners and online stores. In addition, the increase was due to an increase in share-based compensation expenses from RMB0.7 million in 2012 to RMB5.8 million in 2013.

Technology and Content Expenses. Our technology and content expenses increased by 146.0% from RMB6.6 million in 2012 to RMB16.1 million in 2013. This increase was primarily due to the increase in the headcount of our technology employees to execute our technology-related strategies of improving our technology platform. The increase was also due to an increase in share-based compensation expenses from RMB0.2 million in 2012 to RMB1.6 million in 2013.

General and Administrative Expenses. Our general and administrative expenses increased by 14.0% from RMB33.5 million in 2012 to RMB38.2 million in 2013. This increase was primarily due to an increase in employee benefits, resulting from an increase in headcount of general and administrative employees and an increase in the salary level. The increase was also due to an increase in professional and consulting fee resulting from professional services provided for upgrading and integrating our internal management system.

Interest Income

Our interest income increased from RMB0.1 million in 2012 to RMB4.6 million in 2013. This increase was primarily due to the larger average cash balance we held in 2013, which was attributable primarily to the proceeds from our issuance of ordinary shares received in December 2012 as well as the increase in cash flow from operating activities.

Interest Expense

Our interest expense decreased from RMB3.3 million in 2012 to RMB0.7 million in 2013. This decrease was primarily due to the decrease in the outstanding balance of our short-term loans.

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Net Loss

As a result of the foregoing, our net loss decreased by 20.0% from RMB47.2 million in 2012 to RMB37.8 million in 2013.

Net Loss Attributable to Ordinary Shareholders

Our net loss attributable to ordinary shareholders increased by 45.6% from RMB68.1 million in 2012 to RMB99.2 million in 2013.

Selected Quarterly Results of Operations

The following table presents our unaudited consolidated results of operations for the three-month periods ended on the dates indicated. You should read the following table in conjunction with our audited consolidated financial statements and related notes included elsewhere in this prospectus. We have prepared the unaudited consolidated quarterly financial information on the same basis as our audited consolidated financial statements. This unaudited consolidated financial information includes all adjustments, consisting only of normal and recurring adjustments, that we consider necessary for a fair representation of our financial position and operating results for the quarters presented.

	For the Three Months Ended,
	March 31, 2013			June 30, 2013			September 30, 2013			December 31, 2013			March 31, 2014			June 30, 2014			September 30, 2014			December 31, 2014
	RMB			RMB			RMB			RMB			RMB			RMB			RMB			RMB
	(in thousands and unaudited)
Net revenues
Product sales		162,021			341,899			426,007			344,819			197,747			175,425			283,552			530,438
Services		38,032			50,597			58,933			99,528			70,731			85,923			88,620			151,984
Total net revenues		200,053			392,496			484,940			444,347			268,478			261,348			372,172			682,422
Operating expenses(1)
Cost of products		(154,832	)		(336,874	)		(433,722	)		(320,404	)		(182,593	)		(153,461	)		(260,173	)		(489,906	)
Fulfillment		(19,619	)		(24,512	)		(25,914	)		(46,387	)		(29,295	)		(31,599	)		(35,709	)		(71,527	)
Sales and marketing		(22,283	)		(31,763	)		(34,673	)		(57,483	)		(35,167	)		(51,513	)		(54,208	)		(86,064	)
Technology and content		(1,805	)		(2,638	)		(3,576	)		(8,101	)		(8,073	)		(9,796	)		(33,557	)		(12,181	)
General and administrative		(7,220	)		(8,535	)		(8,063	)		(14,342	)		(12,141	)		(11,084	)		(60,896	)		(12,790	)
Other operating income (expenses), net		182			(268	)		(316	)		327			(190	)		83			(162	)		726
Total operating expenses		(205,577	)		(404,590	)		(506,264	)		(446,390	)		(267,459	)		(257,370	)		(444,705	)		(671,742	)
Income (loss) from operations		(5,524	)		(12,094	)		(21,324	)		(2,043	)		1,019			3,978			(72,533	)		10,680
Other income (expenses)
Interest income		619			1,453			1,427			1,075			1,053			981			713			409
Interest expenses		(368	)		(18	)		(11	)		(280	)		—			—			(75	)		(1,477	)
Exchange gain (loss)		(376	)		—			—			—			(1	)		8			33			(2,690	)
Income (loss) before tax		(5,649	)		(10,659	)		(19,908	)		(1,248	)		2,071			4,967			(71,862	)		6,922
Income tax expense		—			—			—			(307	)		(308	)		(542	)		(528	)		(534	)
Net income (loss)		(5,649	)		(10,659	)		(19,908	)		(1,555	)		1,763			4,425			(72,390	)		6,388

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(1) Share-based compensation expenses are allocated in operating expense items as follows:

	For the Three Months Ended,
	March 31, 2013		June 30, 2013		September 30, 2013		December 31, 2013		March 31, 2014		June 30, 2014		September 30, 2014		December 31, 2014
	RMB		RMB		RMB		RMB		RMB		RMB		RMB		RMB
	(in thousands and unaudited)
Fulfillment		8		7		52		518		69		56		113		222
Sales and marketing		79		80		790		4,872		950		869		1,335		2,315
Technology and content		11		12		193		1,392		207		187		25,380		537
General and administrative		43		486		272		2,690		360		340		51,292		730
		142		585		1,307		9,473		1,587		1,452		78,120		3,804

The following table presents our total GMV for the three-month periods ended on the dates indicated.

For the Three Months Ended,

March 31, 2013

June 30, 2013

September 30, 2013

December 31, 2013

March 31, 2014

June 30, 2014

September 30, 2014

December 31, 2014

RMB

RMB

RMB

RMB

RMB

RMB

RMB

RMB

(in millions)

Total GMV(1)

344

611

751

915

574

659

832

2,184

(1) GMV is defined as (i) the full value of all purchases transacted and settled on stores operated by us (including our Maikefeng platform but excluding stores for the operations of which we only charge fixed fees) and (ii) the full value of purchases for which customers have placed orders and paid deposits on such stores and which have been settled offline. Our calculation of GMV includes value added tax and excludes (i) shipping charges, (ii) surcharges and other taxes, (iii) value of the goods that are returned and (iv) deposits for purchases that have not been settled.

We have experienced and expect to continue to experience seasonal fluctuations in our operating results. In general, our results of operations have been seasonal primarily because consumers increase their purchases during particular promotional events, such as Singles Day in the fourth quarter. The seasonal buying patterns within certain categories such as apparel have also impacted our quarterly performances. Furthermore, we generally experience a lower level of sales activity in the first quarter due to the Chinese New Year holiday season, during which consumers generally spend less time shopping online and businesses in China are generally closed. Due to our limited operating history, the seasonal trends that we have experienced in the past may not apply to, or be indicative of, our future operating results.

Our quarterly performances are also affected by other factors, such as adjustment of product mix, launch of new products, and increased marketing efforts in certain online stores that we operate during specific periods. For example, our net revenues generated from product sales decreased from RMB426.0 million in the quarter ended September 30, 2013 to RMB344.8 million in the quarter ended December 31, 2013 and further to RMB283.6 million in the quarter ended September 30, 2014, primarily because we decreased the sales of personal computer products in the electronics category resulting from our adjustment in the mix of products for higher markups.

We generated a net loss of RMB72.4 million in the quarter ended September 30, 2014, compared to a net income of RMB4.4 million in the quarter ended June 30, 2014. The decrease in net income was primarily due to share-based compensation expenses of RMB78.1 million that we incurred in the quarter ended September 30, 2014, compared to RMB1.5 million in the previous quarter.

Liquidity and Capital Resources

Cash Flows and Working Capital

We have financed our operations primarily through proceeds from private placements and short-term bank borrowings. As of December 31, 2014, we had RMB206.4 million (US$33.3 million) in cash and cash

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equivalents and RMB37.9 million (US$6.1 million) in restricted cash. Our cash and cash equivalents generally consist of bank deposits. As of December 31, 2014, we had one-year credit facilities for an aggregate amount of RMB330.0 million (US$53.2 million) from four Chinese commercial banks. We had RMB41.9 million (US$6.8 million) outstanding under these credit facilities as of December 31, 2014. The weighted average interest rate for our short-term bank loans was 6.67% in 2014. As of December 31, 2014, we pledged cash of RMB29.4 million (US$4.7 million) to banks to secure RMB-denominated letters of guarantee issued to our suppliers by these banks for an aggregate maximum of RMB40.0 million (US$6.4 million) and U.S. dollar-denominated letters of guarantee for an aggregate maximum amount of US$0.2 million. The terms of these letters of guarantee were within 12 to 18 months.

We believe that our current levels of cash balances, cash flows from operations and existing credit facilities will be sufficient to meet our anticipated cash needs to fund our operations for at least the next 12 months, assuming we receive no proceeds from this offering. We will use the net proceeds from this offering to expand our business operations as disclosed under “Use of Proceeds.” In addition, our cash flows from operations could be affected by our payment terms with our brand partners. Furthermore, we may need additional cash resources in the future if we experience changes in business conditions or other developments. We may also need additional cash resources in the future if we find and wish to pursue opportunities for investment, acquisition, capital expenditure or similar actions. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand, we may seek to issue debt or equity securities or obtain additional credit facilities.

Our accounts receivables mainly represent amounts due from customers and are recorded net of allowance for doubtful accounts. We generally grant a credit period of no more than two weeks to the customers of our products. We normally charge service fees from our brand partners with a credit period of one month to four months. As of December 31, 2012, 2013 and 2014, our accounts receivables amounted to RMB57.4 million, RMB106.5 million and RMB229.5 million (US$37.0 million), respectively. The increase in accounts receivables over these periods was due to the increase in our product sales and service volumes. Our accounts receivables turnover days were 17 days in 2012, 20 days in 2013 and 39 days in 2014. The increase in the turnover days over these periods was due to the increase in revenues generated from services which have a longer credit period than product sales. Accounts receivables turnover days for a given period are equal to the average accounts receivables balances as of the beginning and the end of the period divided by total net revenues during the period and multiplied by the number of days during the period.

Our inventories have increased significantly in recent periods, from RMB72.4 million as of December 31, 2012 to RMB133.3 million as of December 31, 2013 and RMB243.0 million (US$39.2 million) as of December 31, 2014. Our inventory turnover days were 30 days in 2012, 31 days in 2013 and 63 days in December 31, 2014. The overall increase in our inventories reflected the additional inventory required to support our substantially expanded sales volumes. Our inventory turnover days for 2014 increased because of changes in our product mix and our higher level of product purchases based on preferential procurement terms in the fourth quarter. Inventory turnover days for a given period are equal to the average inventory balances as of the beginning and the end of the period divided by total cost of products during the period and multiplied by the number of days during the period.

Our accounts payable include accounts payable for payments in connection with inventory that we purchased and products sold under the service fee model and consignment model for which we are responsible for payment collection. As of December 31, 2012, 2013 and 2014, our accounts payable amounted to RMB57.0 million, RMB173.8 million and RMB300.0 million (US$48.4 million), respectively. The increase in accounts payable over these periods reflected a significant growth in our product sales volumes and scale of operations. Our accounts payable turnover days were 16 days in 2012, 34 days in 2013 and 80 days in 2014. The increase in the turnover days in 2014 was mainly due to longer credit periods from our suppliers and brand partners as a result of, among others, the increase in our order volumes. Accounts payable turnover days for a given period are equal to the average accounts payable balances as of the beginning and the end of the period divided by total cost of products during the period and multiplied by the number of days during the period.

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Although we consolidate the results of our consolidated VIE, we only have access to cash balances or future earnings of our consolidated VIE through our contractual arrangements with it. See “Corporate History and Structure.” For restrictions and limitations on liquidity and capital resources as a result of our corporate structure, see “—Holding Company Structure.”

As a Cayman Islands exempted company and offshore holding company, we are permitted under PRC laws and regulations to provide funding to our wholly foreign-owned subsidiary in China only through loans or capital contributions, subject to the approval of government authorities and limits on the amount of capital contributions and loans. In addition, subject to applicable restrictions under PRC foreign exchange laws and regulations, our wholly foreign-owned subsidiary in China may provide Renminbi funding to their respective subsidiaries through capital contributions and entrusted loans, and to our consolidated VIE only through entrusted loans. See “Risk Factors—Risks Related to Our Corporate Structure—PRC regulations of loans to PRC entities and direct investment in PRC entities by offshore holding companies may delay or prevent us from using the proceeds of this offering to make loans or additional capital contributions to our wholly owned subsidiary, Shanghai Baozun.”

Renminbi may be converted into foreign exchange for current account items, including interest and trade- and service-related transactions. As a result, our PRC subsidiaries and our consolidated VIE in China may purchase foreign exchange for the payment of license, content or other royalty fees and expenses to offshore licensors, for example.

Our wholly foreign-owned subsidiary may convert Renminbi amounts that it generates in its own business activities, including technical consulting and related service fees pursuant to its contract with the consolidated VIE, as well as dividends it receives from its own subsidiaries, into foreign exchange and pay them to its non-PRC parent companies in the form of dividends. However, 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. Our wholly foreign-owned subsidiary is required to set aside at least 10% of its after-tax profits after making up for previous years’ accumulated losses each year, if any, to fund certain reserve funds until the total amount set aside reaches 50% of its registered capital. These reserves are not distributable as cash dividends. Furthermore, capital account transactions, which include foreign direct investment and loans, must be approved by and/or registered with SAFE and its local branches.

The following table sets forth a summary of our cash flows for the periods indicated:

	For the Year Ended December 31,
	2012			2013			2014
	RMB			RMB			RMB			US$
	(in thousands)
Net cash used in operating activities		(31,923	)		(3,290	)		(66,488	)		(10,713	)
Net cash used in investing activities		(10,225	)		(63,481	)		(30,545	)		(4,926	)
Net cash provided by (used in) financing activities		299,953			(48,774	)		151,104			24,354
Net increase (decrease) in cash and cash equivalents		257,805			(115,545	)		54,070			8,715
Cash and cash equivalents, beginning of year		11,958			270,077			154,156			24,845
Effect of exchange rate changes		314			(376	)		(1,836	)		(296	)
Cash and cash equivalents, end of year		270,077			154,156			206,391			33,264

Operating Activities

Net cash used in operating activities in 2014 was RMB66.5 million (US$10.7 million) and primarily consisted of net loss of RMB59.8 million (US$9.6 million), as adjusted for non-cash items and the effects of changes in operating assets and liabilities. Adjustments for non-cash items primarily included RMB85.0 million (US$13.7 million) of share-based compensation expenses, RMB13.3 million (US$2.1 million) of depreciation

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and amortization expenses and RMB12.5 million (US$2.0 million) of inventory write-down. In 2014, the principal items accounting for the changes in operating assets and liabilities were an increase in accounts payable of RMB126.6 million (US$20.4 million), an increase in accrued expenses and other current liabilities of RMB16.0 million (US$2.6 million) and an increase in note payable of RMB17.0 million (US$2.7 million), partially offset by an increase in accounts receivable of RMB123.5 million (US$20.0 million), an increase in inventories of RMB122.1 million (US$19.7 million), an increase in prepayments and other current assets of RMB16.9 million (US$2.7 million) and an increase in advances to suppliers of RMB10.7 million (US$1.7 million). Our accounts payable increased because we extended payment dates of certain payables from 2013 to 2014 to better use our cash. The increase in our inventories was due to the growth of our business and the purchase of more products to prepare for the expected stronger promotional sales on Singles Day in 2014. The increase in our accounts receivable was due to the increase in revenues generated from services which have a longer credit period, compared with revenues generated from product sales. Advances to suppliers increased because we purchased more products to prepare for the expected stronger sales during the Singles Day promotion in 2014.

Net cash used in operating activities in 2013 was RMB3.3 million and primarily consisted of net loss of RMB37.8 million, as adjusted for non-cash items and the effects of changes in operating assets and liabilities. Adjustments for non-cash item primarily included RMB11.5 million of share-based compensation expense, RMB12.0 million of write-down of inventories and RMB7.2 million of depreciation and amortization expenses. In 2013, the principal items accounting for the changes in operating assets and liabilities were an increase in accounts payable of RMB116.8 million and an increase in accrued expenses and other current liabilities of RMB24.2 million, partially offset by an increase in inventories of RMB72.9 million and an increase in accounts receivable of RMB51.1 million. The increases in our accounts payable and accounts receivable were due to the growth of our business. The increase in our inventories was due to the growth of our business and our expansion into certain general merchandise product categories with lower inventory turnover rates.

Net cash used in operating activities in 2012 was RMB31.9 million and primarily consisted of net loss of RMB47.2 million, as adjusted for non-cash items and the effects of changes in operating assets and liabilities. In 2012, the principal items accounting for the changes in operating assets and liabilities were an increase in accounts payable of RMB42.6 million, partially offset by an increase in accounts receivable of RMB23.1 million, an increase in inventories of RMB19.0 million and an increase in amounts due from a related party of RMB16.7 million. The increases in our accounts payable and accounts receivable were due to the growth of our business. The increase in amounts due from a related party was due to the promotion service rendered to Alibaba Group in 2012 and the increase in our deposit with Tmall as we operated more stores on the Tmall platform. The increase in our inventories was due to the growth of our business and our expansion into certain general merchandise product categories with lower inventory turnover rates.

Investing Activities

Net cash used in investing activities was approximately RMB30.5 million (US$4.9 million) in 2014, primarily for purchase of property and equipment, which comprised equipment for warehouse, computer for newly hired employees and leasehold improvement, and addition of intangible assets due to cost incurred for internal development of software.

Net cash used in investing activities was approximately RMB63.5 million in 2013, consisting primarily of an increase in restricted cash, which includes cash pledged to banks to secure the letters of guarantee issued by banks to obtain credit terms for purchase of products, and purchases of property and equipment, which comprised equipment for warehouse, computer for newly hired employees and leasehold improvement. As of December 31, 2013, we pledged cash of RMB36.0 million to banks to secure letters of guarantee issued to our suppliers by these banks for an aggregate maximum amount of RMB36.0 million, all of which were issued. The terms of these letters of guarantee were within 3 to 18 months.

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Net cash used in investing activities was approximately RMB10.2 million in 2012, for purchase of property and equipment, which comprised equipment for warehouse, computer for newly hired employees and leasehold improvement, and addition of intangible assets due to cost incurred for internal development of software.

Financing Activities

Net cash provided by financing activities was RMB151.1 million (US$24.4 million) in 2014, primarily due to proceeds from short-term borrowings of RMB160.0 million (US$25.8 million), proceeds from the issuance of convertible redeemable preferred shares of RMB145.7 million (US$23.5 million) and proceeds from amounts due to investors related to the reorganization in January 2014 of RMB68.9 million (US$11.1 million), partially offset by repayments of short-term borrowings of RMB160.0 million (US$25.8 million) and repayment of amounts due to investors related to the reorganization in January 2014 of RMB61.5 million (US$9.9 million).

Net cash used in financing activities was RMB48.8 million in 2013, primarily due to the repayment of short-term bank loans of RMB104.3 million and the repayment of amounts due to related parties of RMB12.0 million. These amounts were partially offset by proceeds from short-term bank loans of RMB55.5 million and proceeds from issuance of convertible redeemable preferred shares of RMB12.0 million.

Net cash provided by financing activities was RMB300.0 million in 2012, primarily due to proceeds from issuance of Series C1 convertible redeemable preferred shares of RMB254.2 million (US$41.4 million), proceeds from short-term bank loans of RMB96.5 million (US$15.7 million) and proceeds from amounts due to related parties of RMB12.0 million (US$2.0 million). These amounts were partially offset by the repayment of short-term bank loans of RMB62.8 million (US$10.2 million).

Capital Expenditures

We had capital expenditures of RMB10.4 million, RMB21.9 million and RMB29.1 million (US$4.7 million) for 2012, 2013 and 2014, respectively. Our capital expenditures were used primarily for (i) the purchase of computer hardware, office furniture and equipment and warehouse equipment, (ii) leasehold improvements, and (iii) cost incurred for internal development of software. Actual future capital expenditures may differ from the amounts indicated above.

Our capital expenditures currently in progress are used primarily for the development of our internal software system for customer management and retail operations in order to meet our brand partners’ requirements. We rely on our internal sources in financing these capital expenditures, and currently have no capital commitment.

Contractual Obligations

The following table sets forth our operating lease obligations as of December 31, 2014:

	Payments Due by Period
	Total			2015				2016				2017				2018				2019
	RMB	US$		RMB		US$		RMB		US$		RMB		US$		RMB		US$		RMB		US$
	(in thousands)
Operating lease obligations	44,762		7,214		18,923		3,050		14,950		2,410		6,380		1,028		2,979		480		1,530		247

Our operating lease obligations relate to lease agreements for our corporate offices and warehouses.

Other than the obligations set forth above, we did not have any long-term debt obligations, capital lease obligations, purchase obligations or other long-term liabilities as of December 31, 2014.

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Holding Company Structure

Baozun Inc. is a holding company with no material operations of its own. We conduct our operations primarily through our subsidiaries and consolidated VIE in China. As a result, our ability to pay dividends depends upon dividends paid by our PRC subsidiaries. If our existing PRC subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our wholly foreign-owned subsidiary in China is permitted to pay dividends to us only out of its retained earnings, if any, as determined in accordance with its articles of association and PRC accounting standards and regulations. Under PRC law, each of our subsidiaries and our consolidated VIE in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. Each of our PRC subsidiaries and our consolidated VIE may allocate a portion of its after-tax profits based on PRC accounting standards to a discretionary surplus fund at its discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by SAFE. As of December 31, 2014, the amount restricted, including paid-in capital and statutory reserve funds was nil. Our PRC subsidiaries have never paid dividends and will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds.

We launched Maikefeng platform in March 2014 and currently operate this platform through our VIE, Shanghai Zunyi, which contributed 1.3% of our net revenues in 2014.

Off-Balance Sheet Arrangements

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our own shares and classified as shareholder’s equity, or that are not reflected in our consolidated combined financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. Moreover, we do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

Quantitative and Qualitative Disclosure about Market Risk

Foreign Exchange Risk

Substantially all of our revenues and expenses are denominated in Renminbi. We do not believe that we currently have any significant direct foreign exchange risk and have not used any derivative financial instruments to hedge exposure to such risk. Although in general our exposure to foreign exchange risks should be limited, the value of your investment in our ADSs will be affected by the exchange rate between the U.S. dollar and the Renminbi because the value of our business is effectively denominated in Renminbi, while our ADSs will be traded in U.S. dollars.

The conversion of Renminbi into foreign currencies, including U.S. dollars, is based on rates set by the People’s Bank of China. The PRC government allowed the Renminbi to appreciate by more than 20% against the U.S. dollar between July 2005 and July 2008. Between July 2008 and June 2010, this appreciation halted and the exchange rate between the Renminbi and the U.S. dollar remained within a narrow band. Since June 2010, the PRC government has allowed the Renminbi to appreciate slowly against the U.S. dollar again, and it has appreciated more than 10% since June 2010. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the Renminbi and the U.S. dollar in the future.

To the extent that we need to convert U.S. dollars we receive from this offering into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we receive from the conversion. Conversely, if we decide to convert Renminbi into U.S. dollars for the

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purpose of making payments for dividends on our ordinary shares or ADSs or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amounts available to us.

As of December 31, 2014, we had RMB-denominated cash and cash equivalents and restricted cash of RMB226.1 million (US$36.4 million). Assuming we had converted RMB226.1 million into U.S. dollars at the exchange rate of RMB6.2046 for US$1.00 as of December 31, 2014, our U.S. dollar cash balance converted from our RMB-denominated cash and cash equivalents and restricted cash would have been US$36.4 million. If the RMB had depreciated by 10% against the U.S. dollar, our U.S. dollar cash balance would have been US$32.8 million instead.

Interest Rate Risk

Our exposure to interest rate risk primarily relates to interest expenses incurred by our short-term borrowings and the interest income generated by excess cash, which is mostly held in interest-bearing bank deposits. We have not used derivative financial instruments in our investment portfolio. Interest earning instruments carry a degree of interest rate risk. We have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in market interest rates. However, due to changes in market interest rates, our future interest expense may increase and our future interest income may fall short of expectations.

Inflation Risk

Inflation in China has not materially impacted our results of operations in recent years. According to the National Bureau of Statistics of China, the year-over-year increase in the consumer price index in years 2011, 2012 and 2013 was 5.4%, 2.6% and 2.6%, respectively. Although we have not been materially affected by inflation in the past, we can provide no assurance that we will not be affected in the future by higher inflation rates in China.

Credit Risk

As of December 31, 2012, 2013 and 2014, substantially all of our cash and cash equivalents and restricted cash were held by major financial institutions located in the PRC and Hong Kong. We believe that we are not exposed to unusual risks as these financial institutions have high credit quality. We have not experienced any losses on deposits of cash and cash equivalents.

Our customers pay for our product sales through a network of third-party payment service providers. We have not experienced any significant bad debts with respect to our accounts receivable, and made allowance for doubtful accounts of RMB0.5 million, RMB1.9 million and RMB0.4 million (US$0.1 million) as of December 31, 2012, 2013 and 2014, respectively.

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INDUSTRY

China’s E-Commerce Industry

Rapid Growth of the E-Commerce Industry

China’s online retail market has experienced rapid growth over the past five years. According to the iResearch Report, GMV from China’s online retail market increased from RMB461 billion (US$74 billion) in 2010 to RMB2,760 billion (US$445 billion) in 2014, representing a CAGR of 56.4%, and is expected to reach RMB5,634 billion (US$908 billion) in 2017 at a CAGR of 26.9%. Despite the significant historical growth, China’s online shopping penetration rate, defined as size of the online retail market as a percentage of total retail sales of consumer goods, was only 8.0% in 2013. Consumption is expected to shift from offline to online, and online shopping penetration rate is expected to increase to 15.7% by the end of 2017, according to the iResearch Report.

Online shopping market size in China	Online shopping penetration in China
(in billions of RMB)	(Online retail market size as % of total retail sales of consumer goods)
Source: iResearch Report	Source: iResearch Report

Increase in Market Share of B2C E-Commerce

B2C e-commerce plays an increasingly important role in the e-commerce industry in China. As the online retail market matures and online shoppers become increasingly sophisticated, B2C e-commerce will be a more prevalent mode of e-commerce in China than consumer-to-consumer, or C2C, e-commerce. According to the iResearch Report, the B2C e-commerce market in China is expected to reach RMB1.3 trillion (US$213 billion) in 2014, accounting for 48.0% of the total online retail market in China. The B2C e-commerce market in China is expected to grow further at a CAGR of 37.0% and constitute more than 60% of the overall online retail market in China by 2017.

China online retail market (B2C and C2C)	China B2C market size
(% of total online retail market size)	(in billions of RMB)
Source: iResearch Report	Source: iResearch Report

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Growth in Mobile Commerce

Mobile commerce has experienced and is expected to continue to experience rapid growth in China. With the proliferation of affordable smartphone and tablet devices and advancement in wireless technology and infrastructure in China, consumers are able to shop conveniently using their mobile devices. Mobile commerce has become an increasingly important driver for e-commerce in China. According to the iResearch Report, GMV derived from mobile shopping is expected to reach RMB828 billion (US$133 billion) in 2014, representing an increase of 202.2% over the corresponding figure in 2013. Mobile commerce penetration, defined as the size of the mobile commerce market as a percentage of the total online retail market is expected to reach 30.0% in 2014 and further increase to 56.9% by 2017.

Key Drivers for China’s E-Commerce Industry

The growth in China’s online retail market is primarily driven by the following trends:

Rising Spending Power of Chinese Consumers

Benefiting from rising real income level of Chinese consumers and declining household savings rate, China’s total retail sales of consumer goods are expected to reach RMB26.6 trillion (US$4.3 trillion) in 2014 and further grow at a CAGR of 10.5% from 2014 to 2017, according to the iResearch Report. According to the National Bureau of Statistics of China, total retail sales of consumer goods was 41.2% of China’s total GDP in 2014. This rate was significantly lower than that in other developed countries such as the United States, in which consumer expenditure as a percentage of GDP was 67.2% in 2014, according to Euromonitor International. We believe that the growth in consumption in China will continue to drive high levels of online and mobile commerce.

Growth of Internet Population and Penetration in China

According to the China Internet Network Information Center, as of December 31, 2013, China had 618 million internet users, 302 million of which shopped online during the year, making China the world’s largest internet population. We believe that, driven by the continued growth in the number of internet users as well as the higher percentage of internet users making purchases online, the number of online shoppers will increase.

Challenges in Traditional Retail

• Underdeveloped offline retail infrastructure. China’s offline retail infrastructure has remained underdeveloped. Estimated per capita retail space in China in 2014 was 0.6 square meter, which was significantly lower than 2.6 square meters in the United States, according to Euromonitor International. As such, the breadth of product offerings and brand selection in China is often restricted by the limited retail space, particularly in smaller cities. In addition, product quality and safety present major concerns for Chinese consumers across a wide variety of product categories. Online shopping, on the other hand, generally offers consumers convenience, price transparency and a wide range of production selection. In particular, B2C e-commerce attracts Chinese consumers with brand value and product authenticity.

• Highly fragmented retail landscape. The retail landscape in China is highly fragmented. According to Euromonitor International, the top 20 retailers in China had a combined market share of approximately 13.2% in 2014, as compared with approximately 41.1% in the United States in the same period. The fragmented retail landscape in China present challenges for leading brands to gain significant nationwide market share offline and effectively execute brand strategies across channels. Against this background, leading B2C platforms, such as Tmall, allow brands to distinguish their brand image and build brand awareness online by targeting over 300 million online shoppers across China.

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Opportunities and Challenges in Brand E-Commerce

Brand e-commerce occupies a unique segment among different modes of B2C e-commerce. The diagram below illustrates the different modes of B2C e-commerce, including brand e-commerce:

Source: iResearch

Note: Excludes Tao brands, which are Chinese brands dedicated to online marketplaces

For brands, B2C e-commerce can be conducted through online stores operated by brands’ offline distributors, independent direct sales platforms, such as JD.com (excluding its third-party marketplace business), official marketplace stores and official brand stores. Brand e-commerce encompasses official brand stores and official marketplace stores.

Brand e-commerce differentiates itself from other modes of B2C e-commerce as it enables the online stores to be operated with the brands’ unique brand image, look and feel and allows the brands to control their own branding and merchandising. As e-commerce has become more popular in China, global brands increasingly view e-commerce as an important part of their China expansion strategy, and brands increasingly elect e-commerce as their key distribution channel in China.

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Opportunities for Brand E-Commerce

Brand e-commerce has experienced and is expected to continue to experience a higher growth rate compared to the overall B2C e-commerce market in China. According to the iResearch Report, China’s brand e-commerce market is expected to increase from RMB22 billion (US$4 billion) in 2010 to RMB800 billion (US$129 billion) in 2014, representing a CAGR of 145.7%. It is expected to further reach RMB2,352 billion (US$379 billion) in 2017, at a CAGR of 43.3%.

China brand e-commerce as % of B2C	China brand e-commerce market size
(% of B2C e-commerce market size)	(in billions of RMB)
Source: iResearch Report	Source: iResearch Report
Note:    (1)      Include independent direct sales platforms, online stores of offline distributors and Tao brands

As brand e-commerce continues to grow, a rising number of brands are looking to build their e-commerce presence across multiple channels and provide a seamless and integrated consumer experience across channels. While Tmall has generally been the major marketplace platform for setting up online stores, brands have also been expanding to more online channels, such as their own official brand stores and other online marketplaces, such as JD.com. Mobile platforms have also been a strategic focus through which brands seek to reach consumers via mobile shopping apps and social media platforms such as Weixin stores. In addition, O2O strategies have become popular among brands aiming to integrate consumers’ online and offline experience. Such omni-channel strategies require brands to develop an in-depth understanding of PRC consumers and as such, consumer data analysis has become increasingly significant to brands.

Challenges to Brands

While international and domestic brands are increasingly focusing on the growth opportunities in brand e-commerce in China, they also face challenges arising from the complexity in distribution channel selection, consumer demands, merchandising, online store operations, technology infrastructure and fulfillment. Common challenges faced by brands in China, particularly international brands with limited experience and resources in the PRC retail market, include:

• large geographical area with highly localized consumer preferences;

• distribution channel selection and coverage;

• need for multiple consumer touch points and rapidly evolving mobile devices;

• lack of transparency and control;

• online store operations and marketing strategies;

• highly fragmented and underdeveloped fulfillment infrastructure; and

• high initial costs to set up local e-commerce facility and team.

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Emergence of Brand E-Commerce Solution Providers

As the e-commerce market in China grows in complexity and more channels emerge, brands look to solutions providers with local knowledge and industry expertise to execute and integrate e-commerce strategies for them without the investment associated with establishing and maintaining local infrastructure and capabilities on their own. Major service offerings by brand e-commerce solutions providers include IT service, store operations, digital marketing, customer service, warehouse and fulfillment, among others. According to the iResearch Report, demands from international brands contribute to approximately 30-40% of the overall brand e-commerce solution market in China. Such percentage could be as high as approximately 70% in certain categories such as apparel. Increasing demands from international brands entering and expanding in China is expected to be a major driver of the e-commerce solution provider market.

Value Proposition of End-to-End Brand E-Commerce Solution Providers

While the majority of e-commerce solution providers focus on one or a few of the services mentioned above, end-to-end brand e-commerce solution providers are unique in their comprehensive capability to offer one-stop solutions for brands looking to execute their e-commerce strategy in China. Specifically, end-to-end brand e-commerce solution providers’ unique value prepositions include:

• in-depth understanding of industry vertical expertise and brand partners’ needs;

• higher level of control for brands through integrated collaboration between brands and end-to-end e-commerce solution providers on every step of e-commerce strategy and operation;

• technology infrastructure for back-end system integration;

• ability to collect, centralize and analyze consumer data of the full transaction cycle from browsing, purchase, order processing to fulfillment;

• cost advantages from vertically integrated services; and

• overall simplification of e-commerce operations for brands.

Competitive Landscape in the China’s Brand E-Commerce Solutions Market

China’s brand e-commerce solutions market is highly fragmented with thousands of industry participants. According to the iResearch Report, Baozun is the largest player in the brand e-commerce solutions market in China based on transaction value in 2014. Baozun’s transaction value was RMB5.2 billion (US$0.8 billion) in 2014, which exceeds four times the transaction value of the second largest player according to the iResearch Report. As the market leaders continue to leverage their comprehensive service offerings tailored for brands’ specific needs, deep industry vertical expertise and data analysis capabilities, market leaders are expected to further consolidate their market share.

The brand e-commerce solutions market in China is still in its emerging stage of development. It is expected to ride on the strong growth in China’s brand e-commerce sector and further increase market penetration. According to the iResearch Report, the market size of the brand e-commerce solutions market in China based on transaction value is expected to grow from over RMB26 billion (US$4 billion) in 2014 to close to RMB100 billion (US$16 billion) in 2017, representing a CAGR of 56.7%.

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BUSINESS

Overview

We are the leading brand e-commerce solutions provider in China, with a market share of approximately 20% as measured by transaction value in 2014, according to the iResearch Report. Our integrated brand e-commerce capabilities encompass all aspects of the e-commerce value chain covering IT solutions, store operations, digital marketing, customer services, warehousing and fulfillment. We help brand partners execute their e-commerce strategies in China by selling their goods directly to customers online or by providing services to assist with their e-commerce operations.

With e-commerce in China growing rapidly in both in scale and complexity, more global brands view e-commerce as a valuable part of their China expansion strategy, and brands look to us as a trusted partner for our local knowledge and industry expertise to execute and integrate e-commerce strategies without the investment associated with establishing and maintaining local infrastructure and capabilities on their own.

The number of our brand partners grew from 56 as of December 31, 2012, to 71 as of December 31, 2013, and to 93 as of December 31, 2014. These brands cover diverse categories, including apparel, appliances, electronics, home, food and health, cosmetics and fast moving consumer goods, insurance and automobile. Many of our brand partners occupy leading positions in their respective industries, such as Philips, Nike, Microsoft and Haagen-Dazs. According to the iResearch Report, we are the leading brand e-commerce solutions provider in China that has penetrated into the most diversified and comprehensive range of categories.

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. Our end-to-end brand e-commerce capabilities allow us to leverage brand partners’ unique resources and seamlessly integrate with their back-end systems to enable data tracking and analytics for the full transaction value chain, making us a valuable part of our brand partners’ e-commerce functions. We help our brand partners establish market presence and launch products quickly on official brand stores and major online marketplaces in China, such as Tmall and JD.com, as well as social media platforms such as Weixin. We also help our brand partners devise and execute O2O strategies combining the strengths of their online and offline retail networks. By enabling seamless shopping experience across various channels both online and offline, we deliver omni-channel solutions to achieve optimal branding effect and sales results that are responsive to our brand partners’ individual e-commerce objectives.

Our store operation capabilities, logistics network and warehousing capacities are crucial to our success. We provide customizable solutions and dedicated personnel with relevant industry experience and brand-specific training in operating e-commerce stores. We partner with leading nationwide and local logistics services providers to ensure reliable and timely delivery. For example, we understand from SF Express, one of the largest express delivery services in China, that we are one of its top 10 customers in China. We are able to achieve next-day delivery in 95 cities across China. We operate three warehouses with an aggregate gross floor area of 45,000 square meters that can handle 200,000 daily orders and 250,000 daily pieces. Our warehouse management system is customized to account for variance in arrangements with brand partners and differences in product specifications, ranging from apparel, to consumer electronics, to beauty and health products.

Technology is key to our success and quick expansion. Leveraging our proprietary and scalable technology infrastructure and systems, we provide integrated e-commerce solutions that synchronize marketing campaigns, centralize management of inventory, order fulfillment and customer service, and collect and analyze real-time consumer behavior and transaction data across internet, mobile and offline channels. The scalability of our systems, built on deep vertical knowledge and modular implementation, allows us to efficiently provide customized solutions across categories and support an increasingly larger array of transactions as we add new brands, integrate new channels and accommodate peaks and surges in consumer demand.

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We continue to win brands’ loyalty with our track record of articulating their marketing needs into workable solutions that consistently deliver tangible sales results. We collect valuable consumer behavior data through our customer relationship management system. We have also developed our Business Intelligence, or BI, software which enables real-time analysis of transaction data across online and mobile channels to make more targeted and insightful marketing recommendations to our brand partners that leverage the strengths of various channels. We believe that as we increase our solution offerings and channels to our brand partners, launch more marketing initiatives and campaigns together and increase their sales, the stickiness of our relationships with brand partners will also grow.

We generate revenues from two revenue streams: (i) product sales and (ii) services. We generally operate e-commerce businesses for our brand partners based on one of business models: distribution model, service fee model and consignment model, or in some circumstances, a combination of the three business models. We derive product sales revenues when we sell products to customers under the distribution model. We derive services revenues under the service fee model and consignment model. For services provided, we charge our brand partners fees consisting of fixed fees and/or variable fees based on GMV or other variable factors such as number of orders fulfilled. Under the consignment model, we may facilitate brand partners’ online sales of products as an agent and receive commission fee calculated based on a formula pre-agreed with our brand partners. In 2012, 2013 and 2014, net revenues from product sales accounted for 85.9%, 83.8% and 74.9%, respectively.

Our GMV was RMB1,460.4 million, RMB2,620.8 million and RMB4,248.9 million (US$684.8 million) in 2012, 2013 and 2014, respectively. For the same periods, our total net revenues were RMB954.5 million, RMB1,521.8 million and RMB1,584.4 million (US$255.4 million). We incurred net loss of RMB47.2 million, RMB37.8 million and RMB59.8 million (US$9.6 million) in 2012, 2013 and 2014, respectively. We incurred non-GAAP net loss of RMB42.7 million and RMB26.3 million in 2012 and 2013, respectively, and had non-GAAP net income of RMB25.1 million (US$4.1 million) in 2014. See “Summary Consolidated Financial and Operating Data—Non-GAAP Financial Measures.”

Our Strengths

We believe that the following competitive strengths contribute to our leading position in the brand e-commerce solutions market in China:

Leader in Brand e-Commerce Solutions and Trusted Partner to Global Brands. We are the leading brand e-commerce solutions provider in China, with a market share of approximately 20% as measured by transaction value in 2014, according to the iResearch Report. We are a trusted partner to 93 leading global brands as of December 31, 2014, including Philips, Nike, Microsoft and Haagen-Dazs. Our end-to-end solutions across the e-commerce value chain enable global brands to quickly and cost-effectively establish brand presence, introduce products and services to Chinese consumers and benefit from the rapidly growing e-commerce sector in China. We believe brand partners value us for our intimate knowledge of local consumer experience and industry practices, dependable and seamless services, as well as deep category expertise and market insight. We also believe that they value us for our ability to innovate, anticipate and adapt to the fast-changing e-commerce market. We continue to earn brand partners’ loyalty with our track record of articulating their marketing needs into workable solutions that consistently deliver visible sales results. We believe that as we increase our solution offerings and channels to our brand partners, launch more marketing initiatives and campaigns together and increase their sales, the stickiness of our relationships with brand partners will also grow.

End-to-End Brand e-Commerce Solutions with Omni-channel Capabilities. Our brand e-commerce capabilities encompasses every aspect of the e-commerce value chain, from IT infrastructure setup and integration, online store design, visual merchandizing, marketing strategies and campaigns, to store operations, warehousing and fulfillment.

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Our ability to provide end-to-end solutions enable us to consolidate consumer and transaction data to deliver seamless shopping experience across various channels. We partner with brands to set up and run their online stores in China, which are brands’ official online stores, and online stores on the major marketplaces in China, such as Tmall and JD.com, and to establish presence on the major social media platforms such as Weixin and Weibo. We also help our brand partners devise and execute O2O strategies by integrating and utilizing their online/offline retail space and customer data to optimize sales opportunities and encourage a more connected consumer experience. Our omni-channel capabilities help our brand partners achieve their desired branding effect and sales results that are responsive to our brand partners’ individual e-commerce objectives. We believe our end-to-end, omni-channel brand e-commerce capabilities help broaden our revenue sources, maximize our value propositions to brands, and deepen brand entrenchment and loyalty.

Proven Store Operation Capabilities and Fulfillment Infrastructure. We help our brand partners conduct e-commerce in China through capabilities that chaperon merchandises throughout the e-commerce life cycle.

• Full Store Operation Capability and Customer Service: Our customizable capabilities, including digital asset management, site authoring and content management, merchandising and allocation, digital analytics and market operations, help us or our brand partners operate official brand stores and official marketplace stores. We provide dedicated store operations teams which are specifically assigned to and trained by our brand partners. Our store operations teams provide brand-oriented customer service to customers to facilitate product sales.

• Robust Logistics Network and Warehousing Capacity: We partner with leading nationwide and local logistics services providers to ensure reliable, timely and cost-effective delivery through volume discounts and operational synergy. Our delivery tracking system is integrated with that of SF Express, one of the largest express delivery services in China. Through our logistics services providers, we are able to achieve next-day delivery in 95 cities across China. We operate three warehouses with an aggregate gross floor area of 45,000 square meters that can handle 200,000 daily orders and 250,000 daily pieces. Our warehouses are organized by product categories and our warehouses provide category-tailored services, such as tailored shelf structure, separate floor space, customized rack dimensions and value-added services such as high security and temperature control.

We believe our store operation capabilities and our logistics network and warehousing capacity are crucial to our success and will continue to help us retain brand partners.

Scalable and Reliable Proprietary Technology. Technology is key to our success and quick expansion. We have developed robust technology infrastructure and proprietary systems that can be seamlessly integrated with our brand partners’ back-end systems to enable automated inventory tracking, order fulfillment, billing and payment settlement, logistics management as well as consumer data tracking and analytics. The scalability of our systems, built on deep vertical knowledge and modular implementation, allows us to efficiently provide customized solutions across categories and support an increasingly larger array of transactions as we add new brands, integrate new channels and accommodate peaks and surges in consumer demand. The scalability of our technology was demonstrated by our success in handling approximately 1.1 million orders during the Singles Day promotion in 2014, compared to the daily average of 15,000 orders generated in 2014. On Singles Day in 2014, we processed over 23,000 orders within the first minute of the promotion, 122,000 orders within the first five minutes, and 204,000 orders within the first 10 minutes. We believe our proprietary technology allows us to become an integral part of our brand partners’ operations, quickly scale up our business and keep us at the forefront of brand e-commerce solutions.

Robust and Insightful Digital Marketing Capabilities. We derive valuable consumer data and analytics through our proprietary BI software and data mining systems which enable real-time analysis of consumer behavior and transaction data across online and mobile channels. These help us make more targeted and insightful marketing strategies for our brand partners that leverage the particular strengths of various channels for different marketing purposes such as branding campaigns and special item promotions. These also allow us to utilize and share with our brand partners a wealth of data and other analytical tools to help refine sales and

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marketing strategies for brand partners. Intelligent tracking also helps us profile individual consumers and push more targeted product displays, searches and promotional campaigns, thereby lowering overall conversion costs and enhances brand loyalty and consumer stickiness. We believe our digital marketing capabilities support and supplement our marketing acumen and will continue to give us an edge in advances in marketing.

Proven and Experienced Management Team with Deep Industry Knowledge. Our co-founders and senior management team bring with them an average of over ten years of experience in retail, global brand marketing, e-commerce, technology and finance in creating end-to-end solutions that help brands succeed in e-commerce in China. We have also established a young, talented and passionate mid-level management team, who is in charge of key business functions. We believe that our cohesive, vibrant and brand-oriented corporate culture inspires and encourages innovation, and helps us attract, retain and motivate an aspiring team to drive our growth.

Our Strategies

Our goal is to be a leading global e-commerce solutions provider for brands. We plan to achieve our goal by pursuing the following key strategies:

Deepen Existing Relationships with Brands. As our brand partners continue to expand their e-commerce footprint in China, we intend to help enhance their online brand appeal and increase sales by implementing, among others, the following measures:

• Maintain high performance. We strive to continuously exceed our brand partners’ expectations of our performance. We will continue to bring our category expertise and creative vision to refine and enhance their marketing strategies.

• Expand value-added solutions. Through enhanced understanding of our brand partners and their brand image, culture and directions, we aim to leverage our suite of capabilities to introduce and sell more value-added solutions to our existing brand partners.

• Become an integral part of brands’ growth strategy. We intend to deepen our relationship with our brand partners and understanding of their brand image, culture and corporate user in order to help them incorporate at the outset e-commerce and other technologically enabled marketing practices into their business arrangements and growth strategies. This helps ensure that we will continue to act as their trusted partner and be their first choice for executing their e-commerce strategies.

Expand and Optimize our Brand Portfolio. We intend to expand our brand partner base. Specially, we aim to:

• Attract more leading global brands. We intend to capitalize on our established category expertise to attract more leading global brands, particularly those with enhanced needs for highly visible marketing campaigns and e-commerce strategies.

• Capture small to medium global and regional brands with high growth potential. We intend to add smaller global and regional brands with high growth potential to our portfolio as an e-commerce platform would be a lower-cost option for them to enter into China.

• Build our domestic brand base. We intend to selectively add domestic Chinese brands to our brand partner portfolio based on criteria including the prominence of their brands as household names in China, strategic value and sales and growth potential.

• Focus on brands in highly profitable categories. As we track consumer trends, we will proactively identify and adjust our emphasis on brands in highly profitable product categories.

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Enhance our Fulfillment Capabilities. We will continue to commit resources to expanding our fulfillment infrastructure and improving the efficiency of our warehouse management system.

• Improve our warehouse management system. We plan to further enhance the efficiency of our warehouses by improving their configuration, increasing investment in purpose-built and automated facilities. We will continue to improve our warehouse management system with enhanced functionalities that allow us to intelligently choose optimal service providers for different brands/stores based on various metrics such as locations and costs. We also plan to develop testing modules in these systems, through which we can help our brand partners evaluate the impact of replacing logistics service providers. Externally, we expect to further integrate our warehouse management system with those of our brand partners and our logistic partners on various aspects such as orders, logistics, and account reconciliation.

• Expand our fulfillment infrastructure. We will continue to expand our fulfillment infrastructure to support our long-term growth by adding more warehouses in strategic locations across China to improve our nationwide fulfillment capabilities. We intend to expand the total gross floor area of our warehouses in Eastern China and establish new warehouses in Northern China and Southern China to improve our fulfillment efficiency in these regions. We plan to prioritize areas where our brand partners have a critical mass of buyers and orders in order to achieve a faster return on our investment.

Strengthen our Data Analysis Capabilities. We expect to further strengthen our data analysis capabilities within and across brand partners to facilitate our business decisions and provide our brand partners with more insight into their operations:

• Within individual brand partners. We intend to continue to enhance the capabilities of our BI software to better understand consumer behavior and utilize our analysis to better serve our brand partners. For example, subject to our agreements with Tmall, we plan to utilize our Tmall transaction data in our BI software, to provide media services to our brand partners. We believe that the insight gained from enhancing our data analysis would be valuable in identifying additional opportunities to serve our brand partners, allowing us to be more entrenched in our brand partners’ e-commerce strategies; and

• Across brand partners. As our brand partner base continues to grow, we expect to be able to generate more robust and larger data samples enabling the analysis of consumer habits across different brand partners. We plan to take advantage of the wealth of information in our database to continue to improve our data analysis capabilities.

Grow our Closeout Retail Platform, Maikefeng. We plan to expand the user base of and increase the GMV on our closeout retail platform, Maikefeng, through the following:

• Enrich product offerings on Maikefeng. We plan to enrich the product offerings on Maikefeng to include more brands and product categories. We aim to introduce more existing brand partners to sell their closeout products through, and increase their product offerings on, Maikefeng. We will also continue to introduce our Maikefeng platform to new brand partners who may be specifically seeking a closeout retail platform.

• Improve user experience. We plan to strengthen Maikefeng’s user interface by improving the functionalities and features of our Maikefeng mobile application and mkf.com website to create a more personalized online shopping experience for customers.

• Increase marketing efforts for Maikefeng. We will increase our promotional efforts for Maikefeng by engaging in various marketing strategies, including word-of-mouth marketing, social media references on platforms such as Weixin and Weibo, viral marketing, customer loyalty programs and other emerging marketing tools.

Extend our Geographical Reach in Asia. In response to our brand partners’ demand for our expertise to help them expand their e-commerce business in the Greater China region, we have extended our operational

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capabilities beyond mainland China. We currently provide brand partners such as Microsoft and Nike end-to-end e-commerce solutions in Hong Kong, including IT solutions, customer service and warehousing and logistics services through local staff on the ground and online store operations and digital marketing through the home team in mainland China. In October 2014, we established Taiwan Baozun Corporation, a wholly-owned subsidiary, to expand our provision of brand e-commerce solutions to Taiwan. As e-commerce grows in the Southeast Asian markets, we plan to strategically enter these markets by initially offering select services to and partnering with global brands. After we become more established in those markets, we plan to actively help introduce global and Chinese brands into these markets and replicate our success in China. In 2014, we started to provide IT solutions to a leading e-commerce platform in Indonesia.

Selectively Pursue Strategic Alliances and Acquisition Opportunities. We intend to selectively pursue strategic alliances, investments and potential acquisitions that are complementary to our business and operations, including opportunities that can help us strengthen our technology and digital marketing capabilities, expand our product and service offerings, develop in-depth collaboration with global and domestic brands in strategic markets, and enhance our mobile applications and platform. Our management will carefully evaluate strategic partnership, acquisition or investment opportunities and pursue optimal transaction structures.

Our Business Models and Solutions

Through our integrated brand e-commerce capabilities, we provide end-to-end brand e-commerce solutions that are tailored to meet our brand partners’ unique needs. Our e-commerce capabilities encompass every aspect of the e-commerce value chain, including:

• IT solutions;

• online store operation;

• digital marketing;

• customer service; and/or

• warehousing and fulfillment.

Depending on each brand partner’s specific needs and characteristics of its industry category, our brand partners utilize one or a combination of our solutions under one of or a combination of our business models:

• distribution model;

• service fee model; and

• consignment model.

We derive revenues under our business models as follows:

• Product sales revenues. We derive product sales revenues when we sell products to customers under the distribution model.

• Services revenues. We derive services revenues under the service fee model and consignment model.

In 2012, 2013 and 2014, net revenues from product sales accounted for 85.9%, 83.8% and 74.9% of our total net revenues. Over time, we work with our brand partners under different combinations of business models to meet their evolving needs and sales objectives. Accordingly, our revenue mix may vary over time.

Business Models

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

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market. Depending on each brand partner’s specific needs and the characteristics of its category, we utilize our e-commerce capabilities to work with our brand partners under one of or a combination of our business models: the distribution model, the service fee model and the consignment model.

Distribution Model

When we provide brand e-commerce solutions to our brand partners under the distribution model, we select and purchase goods from our brand partners and/or their authorized distributors and sell goods directly to customers through official brand stores or official marketplace stores operated by us or on our Maikefeng platform. In order to generate product sales, we utilize every aspect of our e-commerce capabilities. Specifically, we utilize our IT and store operation capabilities to set up and operate online stores, including brand stores, marketplace stores or our Maikefeng platform. We utilize our warehousing and fulfillment capabilities to store and deliver goods to our customers. We utilize our customer service capability to facilitate sales and ensure our customers are satisfied. In order to increase our product sales, we utilize our digital marketing capabilities to boost site traffic and transaction volume. When we operate stores under the distribution model, the sites will typically indicate that Baozun is the seller of the products and, when we deliver goods to our customers, the invoices and tax receipts will typically bear our name instead of those of our brand partners.

Service Fee Model

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

• IT solutions;

• online store operation;

• digital marketing;

• customer service; and/or

• other services, such as payment collection for select brand partners.

Consignment Model

Under the consignment model, in addition to other services we may offer, we provide online store operation services and warehousing services, whereby our brand partners stock goods in our warehouses for future sales and we are responsible for delivering goods to customers. In addition to warehousing services, we may be responsible for payment collection for select brand partners. In contrast with the distribution model, however, we do not bear general inventory risk and we do not have control over price determination or merchandise selection. We may also facilitate our brand partners’ online sales of goods as an agent and charge our brand partners commission fees based on a pre-determined formula.

E-commerce and Maikefeng

End-to-end Brand E-commerce Capabilities for Brand Partners

Our integrated brand e-commerce capabilities 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, visual merchandizing and marketing campaigns, store operations, customer services, warehousing and order fulfillment. We utilize our 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. Depending on these specific arrangements with brand partners, we generate revenues under different business models.

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The flowchart below illustrates our capabilities and the solutions we offer for each aspect of our brand e-commerce operations:

IT Solutions

With our expertise in web design and our intimate understanding of Chinese consumers’ online shopping habits, we help our brand partners set up effective e-commerce sites that both enhance their brands and cater specifically to local consumers. We provide proprietary e-commerce technology which can be customized to and integrated with our brand partners’ existing operation back-end systems in a convenient and cost-effective manner. Where necessary, we also help our brand partners set up or improve the suitability of their own IT infrastructure for e-commerce operations. Our proprietary e-commerce IT platform supports a wide range of localized features, including payment and live chat, as well as mobile and new consumer touch points. Our 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 technology infrastructure and capabilities, please see “—Technology Infrastructure and Capabilities.”

In addition to establishing the infrastructure for system integration, our web designers help our brand partners design online stores that enhance their brand image and online presence. Our web developers also incorporate features and functions familiar to Chinese consumers to facilitate conversion of site visitors into paying consumers.

Store Operations

We believe efficient store operations are crucial to our brand partners’ e-commerce business. We staff dedicated operations teams for stores operated by us. Our operations teams closely monitor and are responsible for all activities and the daily upkeep of online stores. The functions of the operations teams broadly fall into two categories: merchandising and site content management.

• Merchandising: Each operations team has merchandising staff in charge of maintaining an appropriate level of inventory for online stores by procuring products to be sold on our brand partners’ online stores and forecasting quantities to purchase based on expected demand.

Our operations teams also assist our brand partners in processing sales orders in online stores. We manage sales orders through our proprietary order management system that integrates with our other technology platforms to ensure smooth online transactions.

Our merchandising staff monitors store sales through periodic sales reports.

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• Site Content Management: In addition to providing design services during the initial store setup, we also periodically update the content on stores operated by us in order to maintain the appeal of the stores. We have a design services team that helps ensure that brands’ online stores are artfully presented, and refreshed in keeping up-to-date with our brand partners’ latest advertising campaigns. Our design services team regularly works with our brand partners in producing the most updated digital content, including product photography, site banners and other promotional content. For more information about our design services team, see “—Digital Marketing—Creative Contents.”

Digital Marketing

We believe performance digital marketing is key in boosting visitor traffic to stores operated by us and increasing conversion and overall transaction volume.

Our digital marketing capabilities cover both official marketplace stores and official brand stores. In particular, we have developed an expertise in digital marketing on Tmall. Our digital marketing capabilities include (i) media services; (ii) word-of-mouth marketing; (iii) creative content; and (iv) consumer data.

• Media Services: We plan advertising media for our brand partners. In planning our brand partners’ online advertising media, we first determine with our brand partners their most likely and desired customers. Based on that determination, we then identify with our brand partners which media platforms our brand partners’ intended audience is most likely to visit, and we design advertising campaigns crafted to have the most impact on the targeted audience. Our media planning capabilities enable our brand partners to strategically target the reach of their online advertising campaigns and minimize wastage and hence increase their return on investment, or ROI.

We engage in search engine optimization and marketing for our brand partners. In particular, we aim for stores operated by us to rank earlier or higher on the search results pages of a search engine so that they will receive more visitors from search engine’s users. Based on our understanding of the methodologies and mechanisms adopted by search engines, we customize the content of the stores operated by us to achieve high rankings. Where appropriate, we also help our brand partners negotiate arrangements with search engines to favorably list the stores operated by us on search results pages.

• Word-of-Mouth Marketing: Based on our experience, Chinese e-commerce consumers are heavily influenced by word-of-mouth, or WOM, which is information from non-commercial communicators about products, services or brands. We believe we are able to provide tremendous value to our brand partners by helping them formulate WOM strategies and campaigns that encourage consumers’ engagement with their brands and drive consumers’ desire to purchase their products.

One of the most important WOM channels is social media platforms. We identify the preferred social media platforms of our brand partners’ target consumers, which are generally Weixin and Weibo. We then open and operate accounts on these platforms for our brand partners. We create and publish contents on our brand partners’ accounts, and we engage in dialogues with consumers who post on our brand partners’ accounts. We track visitors’ activities and analyze the impact of our WOM outreach.

In addition, we monitor and respond to online comments about our brand partners on internet forums and product review websites. We help identify key opinion leaders on these platforms and work with them in responding to comments about our brand partners. We believe that providing meaningful feedback addressing potential customers’ concerns greatly facilitate their purchase decisions.

• Creative Contents: We provide our brand partners with the infrastructure and expertise for producing digital content to be used on their online stores. We operate an in-house, professional photography studio in Shanghai to create digital product images for product features, promotions and advertising campaigns. Our production services range from pre-production work such as casting, art direction and styling to post-production editing and retouching.

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We also employ a team of copywriting staff who produces product descriptions and related content, such as buyers’ guides, sizing charts, product tours and comparison shopping tools.

• Consumer Data: We use the data we collect from our data warehouse and reporting system to understand consumers’ online shopping habits and apply these insights to create impactful marketing campaign for our brand partners. For more information about our data warehouse and reporting system, please see “—Technology Infrastructure and Capabilities—Data Warehouse and Reporting System.”

Case Study—Digital Marketing

NBA China

Since 2013, we have worked closely with NBA Sports and Culture Development (Beijing) Co., Ltd., or NBA China, to broaden the reach of the NBA Global Games in China, a series of basketball games featuring NBA teams played outside of the U.S. held in October every year. Through primarily NBA China’s Weixin and Weibo accounts and outreach to key online influencers, we have developed marketing campaigns for NBA China in mainland China with a variety of features, including promotional events, trivia, limited edition merchandise sales, competitions, and bundled merchandise and ticket sales. We have also provided marketing campaigns in China for NBA-branded merchandise across social media platforms, e-commerce channels, television and the internet, including via key media outlets such as Sina and CCTV.

Customer Service

Providing satisfactory pre-sale and post-sale customer services is one of our top priorities. Customers can contact us through real-time online chat, phone calls or emails. We believe in the importance of real-time customer assistance. In 2014, approximately 98% of our communication with customers was made over real-time online chat, 1% was over phone calls and 1% was through email. In particular, pre-sale questions relating to product details comprise most of the questions we receive from customers, and we believe that a great pre-sale customer service experience could encourage customers’ purchases. Customers can access our online representatives and service hotlines 9 a.m. to 10 p.m. daily (except three days per year during the Chinese New Year holiday).

We assign our brand partners dedicated brand customer service teams who have undergone full basic customer service training, initial and periodic examinations and targeted coaching sessions.

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Warehousing and Fulfillment

We have established along the e-commerce value chain a robust logistics network and warehousing capacity to help ensure a smooth and positive shopping experience for customers of online stores. We adopt a flexible logistics model supported by our robust and advanced warehouse management system. We partner with leading nationwide and quality logistics services providers to ensure reliable and timely delivery to over 500 cities across China through their network. The following flowchart illustrates our warehousing and fulfillment process:

We operate three warehouses with an aggregate gross floor area of approximately 45,000 sq.m. in Suzhou, Jiangsu province. Our warehouses cater to different product categories. We provide value-added services to our brand partners, such as anti-counterfeit code protection and tailor-made packaging. In addition, we also store goods in three other warehouses operated by third parties. With our proprietary warehouse management systems, we are able to closely monitor each step of the fulfillment process from the time a purchase order is confirmed and the product stocked in our warehouses, up to when the product is packaged and picked up by a logistics services provider for delivery to a customer. Shipments from suppliers first arrive at our warehouses. At each warehouse, inventory is bar-coded and tracked through our warehouse management system, allowing real-time monitoring of inventory levels across our network. Our warehouse management system is specifically designed to support a large volume of inventory turnover. Our warehouses fulfilled approximately 1.5 million, 3.0 million and 5.0 million orders in 2012, 2013 and 2014, respectively. As of December 31, 2014, our warehouse management processing system was capable of processing 70,000 inbound pieces and 200,000 outbound orders per day. On Singles Day in 2014, our warehouse management processing system processed over 202,000 orders, showcasing our ability to support an enormous flow of transaction and order traffic. We closely monitor the speed and service quality of the logistics services providers through consumer surveys and feedbacks from consumers to ensure their satisfaction.

Maikefeng

To extend our product and service offerings to cover the entire product cycle, we began operation of Maikefeng, our closeout retail online platform, in March 2014, which has grown significantly since then. We offer authentic, quality products at steeply discounted prices to consumers on our Maikefeng mobile application and mkf.com website.

Our strong merchandizing expertise enables us to select the brand composition and product mix of our sales on Maikefeng that appeal to our customers. We carefully select prospective brands for our Maikefeng platform, and target to work with those that are well-known and offer high quality or premium products that are popular among consumers in China, and those are willing to provide competitive prices and favorable payment credit and product return terms. We believe that our Maikefeng platform helps our brand partners sell out-of-season inventory, generate more sales and acquire additional traffic, which will help us attract new brands and build stronger ties with our existing brand partners. In addition, our warehousing services help attract brands to our Maikefeng platform as they allow existing users of these services to adopt our Maikefeng platform and solve

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excess inventory issues without the need to physically move inventory. As of December 31, 2014, Maikefeng had attracted 294 brands and housed over 24,621 distinct items for sale.

Major product categories on Maikefeng include sports, clothing and footwear, beauty and cosmetics. We have adopted stringent quality assurance and control procedures for products sold on the Maikefeng platform and delivered through our logistics network. We source our products on Maikefeng directly from brands or through procurement agents. We carefully inspect all products delivered to our warehouses, rejecting or returning products that do not meet our quality standards or the purchase order specifications. We also inspect all products before shipment from our logistics centers to our customers. We believe that our strict brand selection process and quality control procedures enable us to ensure the high quality level of products sold on our Maikefeng mobile application and mkf.com website and increase customer satisfaction. We price products on Maikefeng at significant discounts, typically 70% off the original retail price. Our attractive pricing is made possible by lower purchase price, in particular for off-season or slower-moving inventory or slightly damaged goods, and the absence of physical retail space and related overhead costs.

We have built a highly engaged and loyal customer base for Maikefeng that contributes to our sales growth, while also enabling us to attract new customers primarily through word-of-mouth referrals. Maikefeng had approximately 480,000 registered users and approximately 92,000 cumulative customers as of December 31, 2014. As of December 31, 2014, there had been 2.9 million activations of our Maikefeng mobile application.

Brand Partners & Brand Partner Development and Services

Brand Partners

As of December 31, 2014, we were providing e-commerce solutions to 93 brand partners primarily under annual or bi-annual service contracts. Our brand partners cover diverse product categories, including apparel, appliances, electronics, home, food and health, cosmetics, insurance and automobile.

In response to our brand partners’ needs to leverage our expertise to help them expand their e-commerce business in the Greater China region, we have extended our service and operational capabilities beyond mainland China. We can now provide brand partners such as Microsoft and Nike end-to-end e-commere solutions in Hong Kong. We provide IT service, customer service and warehousing and logistics services through local staff on the ground and online store operations and digital marketing through the home team in mainland China. In addition, as e-commerce starts to take shape and grow in Southeast Asian markets, we have commenced our provision of services in Indonesia.

Some of our existing brand partners have had years of cooperation with us and we generated a significant portion of our net revenue through (i) the sale of products in the stores of these brands operated by us and (ii) provision of our services to these brand partners. See “Risk Factors—Risks Related to Our Business—If we are unable to retain our existing brand partners, our results of operations could be materially and adversely affected.”

Brand Partner Development and Services

Brand Partner Screening and Acquisition

We have implemented a strict and methodical brand selection process. Based on our screening guidelines, we carefully select prospective brand partners, choosing to work only with those that are established in profitable industries and with long-term potential. In addition, we screen potential brand partners based on criteria such as projected annual GMV and service fees, projected profitability and proposed duration of cooperation. We also conduct due diligence reviews on our prospective brand partners’ qualifications, including whether they hold the proper business operation licenses and safety, sanitary and quality certifications, and trademark registration certificates and license agreements in relation to the branded products.

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We intend to grow our business by adding new brand partners into our brand partner portfolio. We seek to attract new brand partners by providing solutions that enable them to grow their e-commerce business more rapidly and cost-effectively than they could on their own. We have been able to use the capabilities we have developed for our existing brand partners to attract new brand partners.

Brand Partner Services Team

We typically assign each brand partner a dedicated brand partner service team to offer individually tailored services and solutions. All stores across a brand partner’s different channels share the same service team to ensure seamless services to our brand partners.

Case Study—Selected Brands

Philips

Philips was one of the earliest international brands to open flagship stores on Tmall. In 2008, Philips engaged us to be its e-commerce solutions partner in China because of our technology infrastructure and industry knowledge. Since then, we have helped Philips successfully expand into China and build a significant online presence.

• January 2008—Operated official brand store. Philips was one of our earliest brand partners. Philips engaged us to operate its official brand store in China in January 2008.

• April 2008—Launched Philips authorized official Tmall stores. In 2008, as part of its effort to launch its Tmall store, Philips’s Consumer Lifestyle Business team worked closely with us to better understand China’s online marketplaces and consumer behavior. Now we operate four of Philips’s Tmall stores which offer a comprehensive range of Philips’s home appliances and consumer electronics products, including lighting, telecommunications products and digital and security products. We have developed a highly synergistic relationship with Philips. Under our partnership, the GMV of Philips’ Tmall stores have increased significantly.

Global Fashion Brand

One of our brand partners is a global fashion brand that has pioneered e-commerce for luxury brands in China. In 2011, the brand engaged us to promote its brand culture and enhance customers’ experience. One of the key challenges the brand faced was enticing price-sensitive online shoppers to buy luxury goods. Since then, we have worked closely with the brand to enhance its e-commerce presence through the following:

• November 2012—Launched Chinese official brand store. We worked closely with the brand’s marketing team to launch its online store after eight months of research, design and planning. After the launch of the Chinese official brand store, we continued to provide e-commerce solutions to the brand, including store operations, digital marketing, customer service, warehousing and logistics services. In its first year of operations, the brand’s Chinese official brand store’s GMV exceeded its offline stores in China.

• July 2013—Launched mobile terminal. As we were able to collect and analyze more data on Chinese consumers’ spending habits, we strategized with the brand to launch its mobile terminal to serve as a new touch point for the brand.

• July 2013—Established O2O channel. We completed the data integration of the brand’s online platform into its offline stores in seven key cities in China. The integration allowed the brand’s customers to make purchases online and collect their purchases at an offline store. This represented the brand’s first O2O offering.

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• November 2014—Integrated mobile terminal with Weixin. We completed the integration of the brand’s mobile terminal with its public account on Tencent’s Weixin platform, allowing access to the mobile terminal through Weixin. This helped the brand consolidate its followers across platforms, offered its customers a seamless mobile experience and allowed Weixin Pay as a new form of payment on the brand’s e-commerce platform.

As the only e-commerce solutions partner of the brand in China, we believe we will continue to play a significant role in the brand’s e-commerce strategy as they continue to innovate and expand their footprint in China.

Leading Sportswear Brand

A leading athletic apparel brand first engaged our services as part of its e-commerce expansion strategy into China in 2008. As a leading global sportswear brand, its primary focus was to maintain its global brand image among Chinese consumers. Our expertise in brand management and our strong understanding of the brand’s culture were crucial in helping the brand achieve its objective.

• November 2010—Launched official brand store. We launched the brand’s official brand store and provided the brand with store operations, customer service, warehousing and logistics solutions. Our solutions have helped the brand manage its dynamic product portfolio and implement complex sales and marketing strategies. For example, our seamless solutions have allowed the brand to incorporate the “seckill” sales strategy on its e-commerce platform. Under this sales strategy, the brand offers limited edition products on a first-come-first serve basis, encouraging frequent visits to its online stores. Products are often sold out within seconds of the offering, and our advanced e-commerce IT platform and our fulfilment capability supports the execution of the “seckill” strategy.

• May 2012—Expanded into Tmall. Encouraged by our successful launch and operation of its official brand store, the brand further engaged us to expand its operations into Tmall. The brand’s store is now a leading store on Tmall in the sportswear category.

• August 2014—Started Hong Kong official brand store. We launched the brand’s Hong Kong official brand store and extended our services to the brand to the markets outside mainland China. We also help the brand operate a unique O2O service in Hong Kong. Consumers can purchase the products online and collect the products offline at certain popular convenience stores in Hong Kong.

We aim to continue to work closely with the brand on reaching its future goals in China by improving its e-commerce services and expanding its e-commerce presence to other markets.

Channels

We currently work with major marketplaces such as Tmall and JD.com and major social media platform such as Weixin and Weibo, in China. We also operate official brand stores. We also provide services to our brand partners through O2O strategies. We 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 brands’ individual e-commerce objectives.

Official Marketplace Stores

We maintain close working relationships with the major marketplaces in China, such as Tmall and JD.com. Our brand e-commerce solutions benefit third-party marketplaces by helping them attract new brand retailers. As

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such, marketplaces are often motivated to work closely with us to facilitate our ability to connect our brand partners to their systems.

We enter into annual platform service agreements with online marketplaces to set up and maintain online stores on these channels. Pursuant to these agreements, we typically pay online marketplaces based on a pre-determined percentage of GMV for transactions settled that varies by product category, and ranges from 0.5% to 5.0%. We also pay an annual upfront service fees to marketplaces, up to 100% of which may be refunded depending on our sales volume. We also pay security deposit for potential disputes under these agreements.

Official Brand Stores

We also offer to work with our brand partners in setting up and operating their official brand stores. Based on our experience, consumers expect a total brand immersion on an official brand store that is different from the presentation of the brand’s stores in online marketplaces, which blend the brand’s image with the particular marketplace’s interface. We utilize our in-house design team in crafting online and mobile sites for official brand stores and mobile sites that deliver impactful online presence for our brand partners. As of December 31, 2012 and 2013 and December 31, 2014, we operated 9, 13 and 16 official brand stores, respectively. As of December 31, 2014, we operated mobile sites for 9 of our brand partners.

Social Media Platforms

We work with our brand partners to enhance awareness of their brands on social media platforms and within the broader online community. We helped our brand partners set up accounts and design their homepage on social media platforms, such as Weixin and Weibo, and regularly update their accounts with stories relating to their products, activities and brands. We also monitor comments on our brand partners accounts and work with our brand partners in responding to these comments.

O2O Solutions

We also help our brand partners devise and execute O2O strategies by integrating and utilizing their online/offline retail space and customer data to optimize sales opportunities and encourage a more connected consumer experience. Our omni-channel capabilities help our brand partners achieve optimal branding effect and sales results that are responsive to our brand partners’ individual e-commerce objectives. Examples of our O2O capabilities include:

• allowing consumers to place purchase orders online and pick up or return and exchange goods offline;

• aligning consumers’ online and offline loyalty programs; and

• syncing online and offline QR codes.

Case Study—O2O

Häagen-Dazs

Häagen-Dazs launched its O2O offering in 2010 under which customers are able to explore and choose available ice-cream flavors online through Häagen-Dazs’s official store on Tmall. Upon payment, customers will receive a QR code which they can scan to redeem their purchases at certain offline Häagen-Dazs retail stores. We have provided technical support and services to Häagen-Dazs’s official store on Tmall.

Payment Service Providers

Third-party marketplaces, our brand partners’ official brand stores and our Maikefeng platform provide customers with the flexibility to choose from a number of payment options. These payment options include

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online payments with credit cards and debit cards issued by major banks in China, and payment through third-party online payment platforms, such as Alipay and Tenpay.

In addition, official brand stores typically offer the “payment on delivery” payment option. Our logistics partners deliver products to customers’ designated addresses and collect payment on site. In addition to accepting cash, delivery personnel carry mobile POS machines for processing debit cards and credit cards.

Logistics Partners

We deliver orders placed on stores operated by us and on our Maikefeng platform to all areas in China through reputable third-party couriers with nationwide coverage, such as SF Express, STO Express, ZTO Express and EMS as well as other quality logistics services providers.

We leverage our large-scale operations and reputation to obtain favorable contractual terms from third-party couriers. We typically negotiate and enter into annual logistics agreements with our logistics partners, under which we agree to pay delivery fees based on the amount and the weight of the goods to be delivered, as well as the destination of the delivery.

Technology Infrastructure and Capabilities

We have made significant investments and will continue to invest in developing our proprietary technology platform to deliver solutions that aim to address e-commerce needs for our brand partners. Our technology systems cover the whole e-commerce value chain, ranging from online store platforms to warehouse management and to data collection and reporting.

The principal components of our proprietary technology infrastructure cover both official brand store systems and back-end operations systems, including:

• Order Management System: We process sales orders on online stores through our order management systems, or OMS. OMS controls the whole order cycle, including order data fetching and transfer and fulfillment. OMS connects with both internal and external warehousing systems and is capable of tracking order statuses. OMS also manages all post-sales services such as order canceling, product returns and refunds. OMS is the central node of our e-commerce platform and currently supports all channels including marketplaces and official brand stores.

• Warehouse Management System: Our warehouse management system, or WMS, assists us and our brand partners in inventory management, cross-docking, pick-and-pack, packaging, labeling and sorting functions to efficiently manage warehouse workflow.

• Baozun platform “NEBULA 5.0”: We set up and operate our brand partners’ official brand stores through our “NEBULA 5.0” platform. With this platform we can quickly set up and customize official brand stores to provide rich features that enhance customers’ online shopping experience. These features encompass all major aspects of online shopping, such as in-site search, checkout and rating, and provide flexibility for data, content and promotion/campaign management. NEBULA 5.0 supports multiple languages and is easily customized and deployed.

• Mobile Store System: Our mobile store system is an online web store system for mobile devices based on HTML5 technology. It shares the same back-end system with NEBULA 5.0. Our mobile store system is capable of identifying the type of device from which visitors are accessing the store and can make adjustments for optimized display accordingly.

• Data Warehouse and Reporting System: Our data warehouse collects and organizes all kinds of data, such as product information, transaction information, consumers’ geographic location and purchase history. From the data we collect, our data reporting system generates reports that are useful for both our brand partners and us, such as daily sales reports and inventory reports.

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• Logistics Management System: Our logistics management system coordinates the flow of goods between our warehouses and the final address for each package in each order. Our logistics management system is deeply integrated with the system of third-party couriers to provide multiple levels of services, such as same-day delivery and real-time tracking.

• Data Exchange Platform: Our data exchange platform manages all data integration requirements from external parties. It supports flexible synchronization of information with any system. It also acts as a buffer to help avoid overloading of our core systems, such as OMS & WMS.

Intellectual Property

We use our brand partners’ names, URLs, logos and other marks in connection with the operation and promotion of their e-commerce businesses. Our agreements with our brand partners generally provide us with licenses to use their intellectual property in connection with the operation of their e-commerce businesses. These licenses are typically coterminous with the respective agreements.

We also rely on technologies that we license from third parties. These licenses may not continue to be available to us on commercially reasonable terms in the future. As a result, we may be required to obtain substitute technology.

We regard our trademarks, software copyrights, service marks, domain names, trade secrets, proprietary technologies and similar intellectual property as critical to our success. To protect our proprietary rights in services and technology, we rely on trademark, copyright and trade secret protection laws in the PRC. As of December 31, 2014, we owned 32 registered trademarks, copyrights to 6 software programs developed by us relating to various aspects of our operations, and 13 registered domain names.

In addition, we rely on contractual restrictions, such as confidentiality and non-disclosure agreements with our brand partners and employees.

Employees

As of December 31, 2014, we had 1,580 full-time employees. We had a total of 1,053 full-time employees and 1,302 full-time employees as of December 31, 2012 and 2013, respectively. The following table provides a breakdown of our employees as of December 31, 2014 by function:

Function	Number
Front-end1		1,054
Fulfillment		227
Information technology		195
Back-end2		104
Total		1,580

Notes:	1	Front-endfunctions include store management and operations, customer service, business development, design and digital marketing.
	2	Back-endfunctions include administration, finance, legal, internal audit and sales operation team.

Our success depends on our ability to attract, retain and motivate qualified personnel. Our senior management team consists of members that possess overseas or top-tier education background, strong IT capabilities, deep industry knowledge and working experience with brand partners. In addition, our brand management team comprises personnel who connects well culturally with brands. We have developed a corporate culture that encourages teamwork, effectiveness, self-development and commitment to providing our brand partners with superior services.

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We invest significant resources in the recruitment of employees in support of our fast-growing business operations. We have established procedure and selective standards in recruiting capable employees through various channels, including internal referral, job boards, on campus interview, job fair and recruiting agent.

We have established comprehensive training programs, including orientation programs and on-the-job-training, to enhance performance and service quality. Our orientation program covers such topics as our corporate culture, business ethics, e-commerce workflows and services. Our on-the-job trainings include training of business English and business presentation, management training camp for junior managers and customer service agent career development program. In 2014, we set up a special dedicated training facility, Baozun College, to further strengthen our internal training programs.

As required by regulations in China, we participate in various government statutory employee benefit plans, including social insurance funds, namely a pension contribution plan, a medical insurance plan, an unemployment insurance plan, a work-related injury insurance plan and a maternity insurance plan, and a housing provident fund. We are required under PRC law to contribute to employee benefit plans at specified percentages of the salaries, bonuses and certain allowances of our employees up to a maximum amount specified by the local government from time to time.

We enter into standard labor contracts with our employees. We also enter into standard confidentiality and non-compete agreements with our senior management. The non-compete restricted period typically expires two years after the termination of employment, and we agree to compensate the employee with a certain percentage of his or her pre-departure salary during the restricted period.

We believe that we maintain a good working relationship with our employees, and we have not experienced any major labor disputes.

Properties and Facilities

We are headquartered in Shanghai and leased approximately 8,842 square meters of office and operation center as of December 31, 2014. In addition, as of December 31, 2014, we leased an aggregate of approximately 45,000 square meters of warehouse space. Our premises are leased under operating lease agreements from unrelated third parties.

We plan to expand both our office space and warehousing infrastructure over the next several years.

Insurance

We maintain various insurance policies to safeguard against risks and unexpected events. We have purchased property insurance covering our inventory and fixed assets such as equipment, furniture and office facilities. We also provide social security insurance including pension insurance, unemployment insurance, work-related injury insurance and medical insurance for our employees. Additionally, we provide supplementary medical insurance for all management and research and development personnel. We do not maintain business interruption insurance, nor do we maintain product liability insurance or key-man life insurance. We consider our insurance coverage to be sufficient for our business operations in China.

Legal Proceedings

From time to time, we may be involved in legal proceedings in the ordinary course of our business. We are currently not a party to any material legal or administrative proceedings.

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REGULATION

This section sets forth a summary of the most significant rules and regulations that affect our business activities in China or our shareholders’ rights to receive dividends and other distributions from us.

Regulations Regarding Foreign Investment

We provide end-to-end brand e-commerce solutions in China. The principal regulations governing foreign investment in our business in China include:

• the Guidance Catalog of Industries for Foreign Investment, issued by the National Development and Reform Commission and the Ministry of Commerce in 2015, or the Catalog;

• the Administrative Measures on Foreign Investment in the Commercial Sector, issued by the Ministry of Commerce in 2004 and amended in 2005, 2008 and 2010 respectively, or the Commercial Sector Measures;

• the Notice on the Relevant Issues concerning the Examination, Approval and Administration of Foreign Investment in Internet and Vending Machine Sales, issued by the Ministry of Commerce in 2010; and

• the Regulations for Administration of Foreign-invested Telecommunications Enterprises, issued by the State Council in 2001.

Industry Catalog Relating to Foreign Investment. Investment activities in the PRC by foreign investors are principally governed by the Catalog, which was promulgated and is amended from time to time by the Ministry of Commerce and the National Development and Reform Commission. The Catalog divides industries into three categories: encouraged, restricted and prohibited. Industries not listed in the Catalog are generally deemed as constituting a fourth “permitted” category and open to foreign investment unless specifically restricted by other PRC regulations.

Depending on each brand partner’s specific needs and the characteristics of its industry, we generally operate our brand e-commerce business based on one of three models:

• the service fee model;

• the consignment model; and

• the distribution model.

Under the service fee model, we provide IT, online store operations, marketing, design and other technical services to our brand partners in exchange for service fees. Pursuant to the latest Catalog that was amended in March 2015 and became effective in April 2015, provision of technical services and consultations falls into the encouraged or permitted category. Our PRC subsidiaries have obtained all material approvals requisite for providing such services.

Under the consignment model and the distribution model, we sell goods directly to customers through e-commerce platforms either on behalf of our brand partners or under our own name. Such online sale of commodities which was once in the restricted category and the establishment of foreign-invested enterprises in the industry (including wholly foreign-owned enterprises) was subject to approvals by the Ministry of Commerce or its provincial counterparts. However, the latest Catalog that was amended in March 2015 and became effective in April 2015 has removed online sale of commodities from the restricted category and it now falls into the permitted category.

Foreign Investment in the Commercial Sector. According to the Commercial Sector Measures, a foreign investor is permitted to engage in the commercial sector, which is defined in the measures to include wholesale, retail, commission agency and franchising, by setting up commercial enterprises in accordance with the

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procedures and guidelines provided in the Commercial Sector Measures. Currently, the provincial counterparts of the Ministry of Commerce have the authority to approve applications for setting up foreign-invested enterprises to engage in sale of goods through the internet, among others.

Furthermore, according to the Notice on the Relevant Issues concerning the Examination, Approval and Administration of Foreign Investment in Internet and Vending Machine Sales issued by the Ministry of Commerce in August 2010, online sales is deemed as the extension of companies’ sales operations, and a duly incorporated foreign-invested entity in the commercial sector is allowed to operate online sales business directly. The establishment of a foreign-invested commercial enterprise specializing in online sales is subject to approval by the competent provincial counterpart of the Ministry of Commerce in accordance with the Commercial Sector Measures.

Currently, our wholly-owned subsidiary in the PRC, Shanghai Baozun, together with its subsidiaries, engages in online sales under the consignment model and the distribution model, and a significant portion of our revenues is generated through such online sales. Shanghai Baozun has received the approval from the local provincial counterpart of the Ministry of Commerce for engaging in online sales.

Foreign Investment in Value-Added Telecommunications Businesses. Pursuant to the Catalog amended in March 2015, the provision of value-added telecommunications services generally falls in the restricted category.

Foreign investment in telecommunications businesses is further governed by the Administrative Rules for Foreign Investments in Telecommunications Enterprises, issued by the State Council on December 11, 2001 and amended on September 10, 2008, under which a foreign investor’s beneficial equity ownership in an entity providing value-added telecommunications services in China is not permitted to exceed 50%. In addition, for a foreign investor to acquire any equity interest in a business providing value-added telecommunications services in China, it must demonstrate a positive track record and experience in providing such services. The MIIT’s Notice Regarding Strengthening Administration of Foreign Investment in Operating Value-Added Telecommunication Businesses, or the MIIT Notice, was issued on July 13, 2006, pursuant to which a domestic PRC company that holds an operating license for value-added telecommunications business, which we refer to as an ICP license, is prohibited from leasing, transferring or selling its licenses in any form, or providing any resource, sites or facilities, to any foreign investors intending to conduct such businesses in China.

To comply with such foreign ownership restrictions, we currently hold an ICP license through our PRC consolidated VIE, Shanghai Zunyi. Shanghai Zunyi, as the operator of our Maikefeng platform, currently sells commodities selected and purchased by itself via internet under the distribution model. Although we do not believe Shanghai Zunyi’s current business involves any value-added telecommunication service, going forward, we may plan to provide value-added telecommunications services by developing e-commerce platforms for other trading parties. To maintain our flexibility in developing value-added telecommunications services in the future, Shanghai Zunyi has applied for and obtained the ICP License.

Regulation Relating to Distribution of Specific Types of Goods

Our online sales business covers diverse categories of brand products, including apparel, appliances, electronics, home, food and health, cosmetics, insurance and automobile. Because distribution of certain special types of goods is subject to government approvals or legal requirements, we are required to either hold a variety of licenses and permits or meet certain requirements in connection with various aspects of our business.

For example, pursuant to the Administrative Measures on Food Distribution Permits issued by the SAIC in July 2009 and the Decision on the Adjustment of Administrative Examination and Approval Items issued by the State Council in October 2014, an enterprise is required to obtain a Food Distribution Permit from a local branch of the State Administration of Industry and Commerce to start the food distribution business. Our PRC

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subsidiaries, Shanghai Baozun, Shanghai Fengbo, and our consolidated VIE, Shanghai Zunyi, have all obtained Food Distribution Permits. In addition, Shanghai Baozun has obtained an Alcoholic Goods Wholesale Permit for wholesale of alcoholic goods pursuant to the Administrative Measures for Alcohol Circulation issued by MOFCOM in November 2005.

Except for licenses and permits, we are also subject to various legal obligations as distributors of certain products. For example, under relevant PRC laws, we, as distributors of cosmetics, are obliged to check whether the cosmetics we sold online have been issued the requisite permits, certificates or filings in relation to the production or import of such products and whether such products have passed the quality inspection before they are sold.

Regulation Relating to Product Quality, Advertising and Consumer Protection

The PRC Product Quality Law applies to all production and sale activities in China. Pursuant to this law, products offered for sale must satisfy relevant quality and safety standards. Enterprises may not produce or sell counterfeit products in any way, including forging brand labels or giving false information regarding a product’s manufacturer. Violations of state or industrial standards for health and safety and any other related violations may result in civil liabilities and administrative penalties, such as compensation for damages, fines, suspension or shutdown of business, as well as confiscation of products illegally produced and sold and the proceeds from such sales. Severe violations may subject the responsible individual or enterprise to criminal liabilities. Where a defective product causes personal injury or damage to another person’s property, the victim may claim compensation from the manufacturer or from the seller of the product. If the seller pays compensation and it is the manufacturer that should bear the liability, the seller has a right of recourse against the manufacturer. Similarly, if the manufacturer pays compensation and it is the seller that should bear the liability, the manufacturer has a right of recourse against the seller.

The principal regulations governing promotion and advertising activities in China include the PRC Advertising Law promulgated in 1994, the PRC Anti-Unfair Competition Law promulgated in 1993, and the PRC Pricing Law promulgated in 1997. Under these laws, advertising operators and advertising distributors are all required to ensure that the content of advertisements they produce or disseminate are true and in full compliance with applicable laws and regulations, and are prohibited from conveying misleading, false or inaccurate information with respect to product quality, constituents, functionality or other features through advertising. In addition, the PRC Anti-Unfair Competition Law further imposes stringent requirements on various promotional activities, such as prize-giving sales and bundling sales. For example, under prize-giving sales, the value of prize should be no more than RMB5,000 (US$814). Violation of these requirements may result in penalties, including fines, confiscation of advertising income, orders to cease dissemination of the advertisements, and orders to publish a correction to the misleading information.

The Consumer Protection Law sets out the obligations of business operators and the rights and interests of the consumers in China. Pursuant to this law, business operators must guarantee that the commodities they sell satisfy the requirements for personal or property safety, provide consumers with authentic information about the commodities, and guarantee the quality, function, usage and term of validity of the commodities. Failure to comply with the Consumer Protection Law may subject business operators to civil liabilities such as refunding purchase prices, replacement of commodities, repairing, ceasing damages, compensation, and restoring reputation, and even subject the business operators or the responsible individuals to criminal penalties when personal damages are involved or if the circumstances are severe. The Consumer Protection Law was further amended in October 2013 and became effective in March 2014. The amended Consumer Protection Law further strengthens the protection of consumers and imposes more stringent requirements and obligations on business operators, especially on the business operators through the internet. For example, the consumers are entitled to return the goods (except for certain specific goods) within seven days upon receipt without any reasons when they purchase the goods from business operators on the internet. The consumers whose interests have been damaged due to their purchase of goods or acceptance of services on online marketplace stores may claim

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damages from sellers or service providers. Moreover, if business operators deceive consumers or knowingly sell substandard or defective products, they should not only compensate consumers for their losses, but also pay additional damages equal to three times the price of the goods or services.

We are subject to the above laws and regulations as an online distributor of commodities and believe that we are currently in compliance with these regulations in all material aspects.

Regulation Relating to Online Transaction

In January 26, 2014, the SAIC released the Administrative Measures for Online Transactions, or the Online Transaction Measures, which took effect in March 2014. Under the Online Transaction Measures, online business operators, online service providers and operators of third-party transaction platforms are required to register with the SAIC or its local branches and obtain a business license, except where such business operator is an individual who does not have business license but has completed the registration of his or her true name through certain third-party transaction platforms. When selling products to, or providing services for, consumers, online business operators and service providers are required to disclose to consumers their business address and contact details, quantities, quality, and prices or fees of the goods or services, duration and manner of performance, methods of payment, product return and replacement policy, safety precautions and risk warnings, after-sale services, civil liabilities and other information according to the Online Transaction Measures. Online business operators and service providers are also required to procure the security and reliability of the transactions, and provide the products or services consistent with their commitments. Our PRC subsidiaries and consolidated VIE, as online business operators and service providers, are subject to the Online Transaction Measures.

Regulation Relating to Mobile Applications

E-commerce business via mobile network is at an early stage of development in China. We design and develop mobile applications to create an integrated consumer shopping experience across both online and mobile channels, and are therefore subject to various laws and regulations issued and implemented by the PRC regulatory authorities.

The Notice on Strengthening the Network Access Management of Mobile Intelligent Terminals, issued by the Ministry of Industry and Information Technology, or MIIT, on April 11, 2013 and effective as of November 1, 2013, applies to the manufacture and installment of mobile applications in China, and imposes stringent requirements on contents and functions of mobile applications. Installment of any mobile application that adversely affects the normal functions of mobile intelligent terminals, or contains contents prohibited from publication or dissemination, or perform unauthorized collection or modification of users’ personal information without expressly informing the users and obtaining their consent is prohibited.

We, as the manufacturer of mobile applications either for our brand partners or for ourselves, are subject to the aforesaid requirements and restrictions. In addition, with the expansion of our business via mobile channels, we may be required to obtain additional licenses or approvals for such business operation in the future. For example, the 2013 Classified Catalog of Telecommunications Services (Draft for Comments) specifies that information services provided through mobile networks are recognized as internet information services, and service providers, like operators of mobile application stores, will be required to meet certain qualifications, including obtaining an ICP license covering internet information services rendered through mobile network. See “Risk Factors—Risks Related to Our Business—Any lack of requisite approvals, licenses or permits applicable to our business or failure to comply with PRC laws and regulations may have a material and adverse impact on our business, financial condition and results of operations.”

Regulation on Intellectual Property Rights

Patent. Patents in the PRC are principally protected under the Patent Law of the PRC. The duration of a patent right is either 10 years or 20 years from the date of application, depending on the type of patent right.

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Copyright. Copyright in the PRC, including copyrighted software, is principally protected under the Copyright Law of the PRC and related rules and regulations. Under the Copyright Law, the term of protection for copyrighted software is 50 years.

Trademark. Registered trademarks are protected under the Trademark Law of the PRC and related rules and regulations. Trademarks are registered with the Trademark Office of the SAIC. Where registration is sought for a trademark that is identical or similar to another trademark which has already been registered or given preliminary examination and approval for use in the same or similar category of commodities or services, the application for registration of such trademark may be rejected. Trademark registrations are effective for a renewable ten-year period, unless otherwise revoked.

Domain Names. Domain name registrations are handled through domain name service agencies established under the relevant regulations, and applicants become domain name holders upon successful registration.

Regulations on Tax

Enterprise Income Tax

The PRC enterprise income tax, or EIT, is calculated based on the taxable income determined under the applicable EIT Law and its implementation rules, which became effective on January 1, 2008. The EIT Law imposes a uniform enterprise income tax rate of 25% on all resident enterprises in China, including foreign invested enterprises.

Value-Added Tax and Business Tax

Pursuant to the PRC Provisional Regulations on Value-Added Tax and its implementation regulations, unless otherwise specified by relevant laws and regulations, any entity or individual engaged in the sales of goods, provision of processing, repairs and replacement services and importation of goods into China is generally required to pay a value-added tax, or VAT, for revenues generated from sales of products, while qualified input VAT paid on taxable purchase can be offset against such output VAT.

Prior to January 1, 2012, pursuant to the PRC Provisional Regulations on Business Tax and its implementing rules, taxpayers providing taxable services falling under the category of service industry in China were required to pay a business tax at a tax rate of 5% of their revenues with certain exceptions. Since January 1, 2012, the PRC Ministry of Finance and the State Administration of Taxation have been implementing the VAT pilot program, which imposes VAT in lieu of business tax for certain industries in Shanghai, and since September 1, 2012, such pilot program has been expanded to eight other provinces or municipalities in the PRC. Since August 2013, this tax pilot program has been expanded to other areas on a nationwide basis in the PRC. Under the pilot plan, a VAT rate of 6% applies to some modern service industries.

Regulations Relating to Foreign Exchange and Dividend Distribution Foreign Exchange Regulation

The principal regulations governing foreign currency exchange in China are the Foreign Exchange Administration Regulations. Under the PRC foreign exchange regulations, payments of current account items, such as profit distributions and trade and service-related foreign exchange transactions, may be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. By contrast, approval from or registration with appropriate government authorities is required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of foreign currency denominated loans or foreign currency is to be remitted into China under the capital account, such as a capital increase or foreign currency loans to our PRC subsidiaries.

In August 2008, SAFE issued the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, or SAFE Circular 142, regulating the conversion by a foreign-invested enterprise of foreign currency-registered

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capital into RMB by restricting how the converted RMB may be used. In addition, SAFE promulgated Circular 45 on November 9, 2011 in order to clarify the application of SAFE Circular 142. Under these regulations, the RMB capital converted from foreign currency registered capital of a foreign-invested enterprise may only be used for purposes within the business scope approved by the applicable government authority and may not be used for equity investments within the PRC. In addition, SAFE strengthened its oversight of the flow and use of the RMB capital converted from foreign currency registered capital of foreign-invested enterprises. The use of such RMB capital may not be changed without SAFE’s approval, and such RMB capital may not in any case be used to repay RMB loans if the proceeds of such loans have not been used.

Since SAFE Circular 142 has been in place for more than five years, SAFE decided to further reform the foreign exchange administration system in order to satisfy and facilitate the business and capital operations of foreign invested enterprises, and issued the Circular on the Relevant Issues Concerning the Launch of Reforming Trial of the Administration Model of the Settlement of Foreign Currency Capital of Foreign-Invested Enterprises in Certain Areas on August 4, 2014. This circular suspends the application of SAFE Circular 142 in certain areas and allows a foreign-invested enterprise registered in such areas with a business scope covering ‘‘investment’’ to use the RMB capital converted from foreign currency registered capital for equity investments within the PRC. On April 9, 2015, SAFE released the Notice on the Reform of the Management Method for the Settlement of Foreign Exchange Capital of Foreign-invested Enterprises, or SAFE Circular 19, which will come into force and supersede SAFE Circular 142 from June 1, 2015. SAFE Circular 19 has made certain adjustments to some regulatory requirements on the settlement of foreign exchange capital of foreign-invested enterprises, and some foreign exchange restrictions under SAFE Circular 142 are expected to be lifted. However, considering that SAFE Circular 19 is lately promulgated and has not taken effective yet, it is unclear how it will be implemented and there exist high uncertainties with respect to its interpretation and implementation by authorities.

In November 2012, SAFE promulgated the Circular of Further Improving and Adjusting Foreign Exchange Administration Policies on Foreign Direct Investment, which substantially amends and simplifies the current foreign exchange procedure. Pursuant to this circular, the opening of various special purpose foreign exchange accounts, such as pre-establishment expenses accounts, foreign exchange capital accounts and guarantee accounts, the reinvestment of RMB proceeds by foreign investors in the PRC, and remittance of foreign exchange profits and dividends by a foreign-invested enterprise to its foreign shareholders no longer require the approval or verification of SAFE, and multiple capital accounts for the same entity may be opened in different provinces, which was not possible previously. In addition, SAFE promulgated the Circular on Printing and Distributing the Provisions on Foreign Exchange Administration over Domestic Direct Investment by Foreign Investors and the Supporting Documents in May 2013, which specifies that the administration by SAFE or its local branches over direct investment by foreign investors in the PRC shall be conducted by way of registration and banks shall process foreign exchange business relating to the direct investment in the PRC based on the registration information provided by SAFE and its branches.

SAFE Circular 37

SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, on July 4, 2014, which replaced the former circular commonly known as ‘‘SAFE Circular 75’’ promulgated by SAFE on October 21, 2005. SAFE Circular 37 requires PRC residents to register with local branches of SAFE in connection with their direct establishment or indirect control of an offshore entity, for the purpose of overseas investment and financing, with such PRC residents’ legally owned assets or equity interests in domestic enterprises or offshore assets or interests, referred to in SAFE Circular 37 as a ‘‘special purpose vehicle.’’ SAFE Circular 37 further requires amendment to the registration in the event of any significant changes with respect to the special purpose vehicle, such as increase or decrease of capital contributed by PRC individuals, share transfer or exchange, merger, division or other material event. In the event that a PRC shareholder holding interests in a special purpose vehicle fails to fulfill the required SAFE registration, the PRC subsidiaries of that special purpose vehicle may be prohibited from making profit distributions to the offshore

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parent and from carrying out subsequent cross-border foreign exchange activities, and the special purpose vehicle may be restricted in its ability to contribute additional capital into its PRC subsidiary. Furthermore, failure to comply with the various SAFE registration requirements described above could result in liability under PRC law for evasion of foreign exchange controls. On February 13, 2015, SAFE released the Notice on Further Simplifying and Improving Policies for the Foreign Exchange Administration of Direct Investment, or SAFE Circular 13, which will take effective from June 1, 2015. According to this notice, local banks will examine and handle foreign exchange registration for overseas direct investment, including the initial foreign exchange registration and amendment registration, under SAFE Circular 37. However, since the notice has not yet come into force, there exist high uncertainties with respect to its interpretation and implementation by governmental authorities and banks.

Mr. Vincent Wenbin Qiu, Mr. Junhua Wu and Mr. Michael Qingyu Zhang have completed initial filings with the local counterpart of SAFE relating to their investments in us. However, we may not be aware of the identities of all our beneficial owners who are PRC residents. In addition, we do not have control over our beneficial owners and cannot assure you that all of our PRC resident beneficial owners will comply with SAFE Circular 37. The failure of our beneficial owners who are PRC residents to register or amend their SAFE registrations in a timely manner pursuant to SAFE Circular 37 or the failure of future beneficial owners of our company who are PRC residents to comply with the registration procedures set forth in SAFE Circular 37 may subject such beneficial owners or our PRC subsidiaries to fines and legal sanctions. Failure to register or amend the registration may also limit our ability to contribute additional capital to our PRC subsidiaries or receive dividends or other distributions from our PRC subsidiaries or other proceeds from disposal of our PRC subsidiaries, or we may be penalized by SAFE.

Share Option Rules

Under the Administration Measures on Individual Foreign Exchange Control issued by the PBOC on December 25, 2006, all foreign exchange matters involved in employee share ownership plans and share option plans in which PRC citizens participate require approval from SAFE or its authorized branch. Pursuant to SAFE Circular 37, PRC residents who participate in share incentive plans in overseas non-publicly-listed companies may submit applications to SAFE or its local branches for the foreign exchange registration with respect to offshore special purpose companies. In addition, under the Notices on Issues concerning the Foreign Exchange Administration for Domestic Individuals Participating in Share Incentive Plans of Overseas Publicly-Listed Companies issued by SAFE on February 15, 2012, or the Share Option Rules, PRC residents who are granted shares or share options by companies listed on overseas stock exchanges under share incentive plans are required to (i) register with SAFE or its local branches, (ii) retain a qualified PRC agent, which may be a PRC subsidiary of the overseas listed company or another qualified institution selected by the PRC subsidiary, to conduct the SAFE registration and other procedures with respect to the share incentive plans on behalf of the participants, and (iii) retain an overseas institution to handle matters in connection with their exercise of share options, purchase and sale of shares or interests and funds transfers.

Regulation of Dividend Distribution

The principal laws, rules and regulations governing dividend distribution by wholly foreign-invested enterprises in the PRC are the Company Law of the PRC, as amended, the Wholly Foreign-owned Enterprise Law and its implementation regulations.

Under these laws, rules and regulations, wholly foreign-invested enterprises may pay dividends only out of their accumulated profit, if any, as determined in accordance with their articles of association and PRC accounting standards and regulations. Both PRC domestic companies and wholly-foreign owned PRC enterprises are required to set aside as general reserves at least 10% of their after-tax profit, until the cumulative amount of such reserves reaches 50% of their registered capital. A PRC company is not permitted to distribute any profits until any losses from prior fiscal years have been offset. Profits retained from prior fiscal years may be distributed together with distributable profits from the current fiscal year.

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M&A Rules and Overseas Listing

The Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, issued by six PRC governmental and regulatory agencies, including the MOFCOM and the CSRC, on August 8, 2006 and amended on June 22, 2009, require that an SPV formed for listing purposes and controlled directly or indirectly by PRC companies or individuals must obtain the approval of the CSRC in the event that the SPV acquires equity interests in the PRC companies in exchange for the shares of offshore companies.

The application of the M&A Rules remains unclear. Our PRC counsel, Fangda Partners, has advised us that, under current PRC laws, rules and regulations and the M&A Rules, prior approval from the CSRC is not required under the M&A Rules for our initial public offering because:

• When we set up our offshore holding structure, Shanghai Baozun, currently our major PRC subsidiary, was a then existing foreign-invested entity and not a PRC domestic company as defined under the M&A rules, and the acquisition by Baozun Hong Kong Holding Limited of all the equity interest in Shanghai Baozun was not subject to the M&A Rules;

• There is no statutory provision that clearly classifies the contractual arrangement among our PRC subsidiary, Shanghai Baozun, and our PRC varies interest entity, Shanghai Zunyi and its shareholders as transactions regulated by the M&A Rules.

However, as there has been no official interpretation or clarification of the M&A Rules, there is uncertainty as to how these rules will be implemented in practice. See “Risk Factors—Risks Related to Doing Business in the People’s Republic of China—The approval of the China Securities Regulatory Commission, or the CSRC, may be required in connection with this offering under a PRC regulation. The regulation also establishes more complex procedures for acquisitions conducted by foreign investors that could make it more difficult for us to grow through acquisitions.”

Regulations Relating to Employment

Pursuant to the PRC Labor Law effective in 1995 and the PRC Labor Contract Law in effect, a written labor contract is required when an employment relationship is established between an employer and an employee. Other labor-related regulations and rules of the PRC stipulate the maximum number of working hours per day and per week as well as the minimum wages. An employer is required to set up occupational safety and sanitation systems, implement the national occupational safety and sanitation rules and standards, educate employees on occupational safety and sanitation, prevent accidents at work and reduce occupational hazards.

Under the PRC Labor Contract Law, an employer is obligated to sign a labor contract with an employee with an indefinite term if the employer continues to employ the employee after two consecutive fixed-term labor contracts. The employer also has to pay compensation to the employee if the employer terminates a labor contract with an indefinite term.

On December 28, 2012, the PRC Labor Contract Law was amended to impose more stringent requirements on labor dispatch which became effective on July 1, 2013. Pursuant to the amended PRC Labor Contract Law, the dispatched contract workers shall be entitled to equal pay for equal work as a fulltime employee of an employer, and they shall only be engaged to perform temporary, ancillary or substitute works, and an employer shall strictly control the number of dispatched contract workers so that they do not exceed certain percentage of total number of employees. According to the Interim Provisions on Labor Dispatch, or the Labor Dispatch Provisions, promulgated by the Ministry of Human Resources and Social Security on January 24, 2014, which became effective on March 1, 2014, (i) the number of dispatched contract workers hired by an employer should not exceed 10% of the total number of its total employees (including both directly hired employees and dispatched contract workers); and (ii) in the case that the number of dispatched contract workers exceeds 10% of the total number of its employees at the time when the Labor Dispatch Provisions became effective (i.e., March 1, 2014), the employer shall formulate a plan to reduce the number of its dispatched contract workers to below the statutory cap prior to March 1, 2016.

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MANAGEMENT

Directors and Executive Officers

The following table sets forth information regarding our directors and executive officers as of the date of this prospectus.

Directors and Executive Officers	Age		Position/Title
Vincent Wenbin Qiu		47	Director and Chief Executive Officer
Junhua Wu		36	Director and Chief Operating Officer
Michael Qingyu Zhang		46	Director
Satoshi Okada		56	Director
David McKee Hand		40	Director
Qian Wu		41	Director
Yiu Pong Chan		43	Independent Director Appointee*
Bin Yu		45	Independent Director Appointee*
Beck Zhaoming Chen		32	Chief Financial Officer
Nicolas Zurstrassen		42	Senior Vice president
Vicky Yuming Lu		51	Senior Vice president
Aaron Yuan Long Kwok		50	Vice president
Frank Lie Ma		38	Vice president
Eric Gang He		37	Vice president
Tony Yongjun Wu		50	Vice president

* Each of Mr. Yiu Pong Chan and Ms. Bin Yu has accepted appointment as our independent director, effective upon the effectiveness of our registration statement on Form F-1 of which this prospectus forms a part.

Mr. Vincent Wenbin Qiu is one of our co-founders. Since the founding of our business in 2007, Mr. Qiu has served as chairman of our board of directors and our chief executive officer. Prior to founding our company, Mr. Qiu founded Shanghai Erry Network Technology Ltd., or Shanghai Erry, in 2000, a company specialized in providing supply chain management solutions and services to consumer brands in China, and served as Shanghai Erry’s chief executive officer from 2000 to 2007. From 1992 to 2000, Mr. Qiu worked as a technical and solution architect and held technical management positions in various multinational companies, including NCR (China) Limited, HP China Co., Ltd. and Sun Microsystems (China) Limited. Mr. Qiu obtained his bachelor’s degree in electronic engineering from Tsinghua University in 1992.

Mr. Junhua Wu is one of our co-founders and has served as our chief operating officer since the founding of our business in 2007. He primarily supervises our information technology, customer service and business development departments, as well as our official brand store business. From 2001 to 2006, Mr. Wu served as director of the professional service department at Shanghai Erry. From 2000 to 2001, he worked as senior IT manager in Goodbaby International Group, an international durable juvenile products company headquartered in China. Mr. Wu graduated from Shanghai Jiao Tong University where he studied computer science in 2000.

Mr. Michael Qingyu Zhang is one of our co-founders and has served as a member on our board since 2010. From 2011 to 2014, Mr. Zhang was our president. From 2007 to 2011, Mr. Zhang served as vice president at NVC Lighting Holding Limited, or NVC Lighting, a leading supplier of lighting products in China, where he was in charge of the development of NVC Lighting’s overseas markets. From 1996 to 2006, Mr. Zhang held a number of managerial positions at Philips Lighting China Limited. Mr. Zhang received his bachelor’s degree in trade and economy from Shanghai University of Finance and Economics in 1990 and his master of business administration degree from China Europe International Business School in 1996.

Mr. Satoshi Okada has served as a member on our board since October 2014. Since 2008, Mr. Okada has also served as director and chief operation officer at Alibaba.com Japan. Prior to that, Mr. Okada had held

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various management positions within the Softbank Corp. group since 2000. He also served as director at Alibaba.com Limited from 2007 to 2012, Ariba Japan K.K., a technology company, from 2001 to 2005 and DeeCorp Limited, a software company, from 2005 to 2007.

Mr. David McKee Hand has served as a member of our board since 2011. Mr. Hand is a founder and managing partner of Crescent Point, a private equity investment firm dual-headquartered in Singapore and Shanghai with an investment focus in Asia. He serves or has served on the boards of directors of several publicly and privately held companies, including Asia Venture Holdings Pte. Ltd., the holding company for the Viva Generik pharmacy chain in Indonesia; Aussie Farmers Holding Company Pty Ltd, the holding company for the largest online-only grocery business in Australia; Carmen Copper Corporation, a copper mining company based in the Philippines; Masterskill (Cayman) Limited which, through its subsidiaries, operates tertiary level education facilities across Malaysia; Tudou Holdings Limited, a leading Chinese online video company; and Wego Pte. Ltd., a Singapore-based pan-Asian travel metasearch company. Prior to founding Crescent Point, Mr. Hand worked at Morgan Stanley in New York and Singapore. Mr. Hand holds a bachelor’s degree in economics from Yale University and an M.B.A. from the Harvard Business School.

Ms. Qian Wu has served as a member of our board since April 2015. Ms. Wu joined Alibaba Group in August 2007 as senior director of Yahoo China, focusing on business development, product development, website and content channel management, online searches and e-mail services. From 2009 to 2015 she served in various leadership roles in Alibaba Group, including head of Koubei Beijing, senior director of Tmall international business development and Tmall Merchants management, general manager of O2O business and general manager of Cross Board B2C business. Prior to joining Alibaba Group, she had worked for almost 10 years in SOHU.com as one of the founding members. Ms. Wu has more than 15 years’ management experience and is specialized in business development, marketing, new business initiatives and corporate management. Ms. Wu holds a bachelor’s degree in economics from Shanghai University of Financial and Economics in China and a joint master’s degree in business administration from Peking University and Fordham Business School in New York.

Mr. Yiu Pong Chan will serve as our independent director immediately upon the effectiveness of our registration statement on Form F-1, of which this prospectus forms a part. Since September 2012, Mr. Chan has served as an executive director and from January 2014 as a managing director at L Capital Asia Advisors, a private equity fund based in Singapore which is backed by LVMH Moët Hennessy Louis Vuitton S.A, a multinational luxury products company. Mr. Chan is also a board director at Dr.Wu Skincare Co., Ltd, a Taiwan-based company that provides non-surgical skincare products and solutions, and a board observer at YG Entertainment Inc., a music and entertainment company in South Korea. From August 2006 to June 2011, Mr. Chan was a director and served as head of the China office at investment fund Crescent Point Advisors Pte Ltd. From June 2002 to June 2006, Mr. Chan was a director at the Taiwan office of Lone Star Asia-Pacific Ltd. Mr. Chan holds a master’s degree in finance with first-class honor and a bachelor’s degree in economics and finance from the University of Auckland.

Ms. Bin Yu will serve as our independent director immediately upon the effectiveness of our registration statement on Form F-1, of which this prospectus forms a part. Ms. Yu has been an independent director and the audit committee chair of iDreamsky Technology Limited (NASDAQ: DSKY), an independent mobile game publishing company in China, since July 2014. Ms. Yu has also been an independent director and the audit committee chair of Tian Ge Interactive Holdings Limited, a live social video platform in China, since June 2014. In addition, Ms. Yu has served as chief financial officer of Innolight Technology (Suzhou) Ltd., a high-speed optical transceiver supplier in China, since January 2015. Ms. Yu was a director and the chief financial officer of Star China Media Limited, a company engaging in entertainment TV programs business, from December 2013 and May 2013, respectively, to December 2014, where she is responsible for corporate finance, legal, investor relations and financial management. From August 2012 to April 2013, she was the senior vice president of Youku Tudou Inc. (NYSE: YOKU), an Internet television company in China and was in charge of the company’s investment in content production, merger and acquisition and strategic investment. Respectively from January

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2012 to April 2013 and from July 2010 to December 2011, Ms. Yu served as the chief financial officer and the vice president of finance of Tudou Holdings Limited, a company engaging in Internet television business, where she oversaw the management of the company’s finance, legal, public relationship and investor relationship departments. Prior to that, from September 1999 to July 2010, she worked at KPMG and was promoted to senior manager of KPMG Greater China region, where she was responsible for financial statements auditing and China-based private entities’ listing overseas. Ms. Yu obtained a master’s degree in accounting and education from the University of Toledo in the United States in May 1998 and August 1998, respectively, and an EMBA degree from Tsinghua University and INSEAD in January 2013. She is a Certified Public Accountant in the United States admitted by the Accountancy Board of Ohio, a member of American Institute of Certified Public Accountants and a member of Chartered Global Management Accountant.

Mr. Beck Zhaoming Chen has served as our chief financial officer and had held a number of positions, such as vice president and finance director, since joining us in 2012. Prior to joining us, Mr. Chen was the finance controller at LaShou Group Inc., a leading online social commerce company in China from 2011 to 2012. From 2004 to 2011, Mr. Chen worked at Deloitte Touche Tohmatsu Certified Public Accountants LLP as an audit manager for a number of multinational technology and retail companies. Mr. Chen obtained his bachelor’s degree in economics from Fudan University in 2004. Mr. Chen is a qualified accountant of the Chinese Institute of Certified Public Accountants and a CFA charterholder.

Ms. Vicky Yuming Lu has served as our senior vice president for our fashion-related categories since August 2014. Prior to joining us, Ms. Lu served as vice president at Bobbi Brown Professional Cosmetics Inc. from 2011 to 2013. From 2005 to 2011, she worked as managing director of Estée Lauder Companies in Taiwan, and was a general manager at Estée Lauder Inc. Taiwan from 1999 to 2005. She also held brand management-related roles at a number of luxury fashion brand companies, including Bally Shoe Factories Ltd in Hong Kong and DFS Group Limited from 1990 to 1999. Ms. Lu received her bachelor’s degree from National Chengchi University in Taiwan in 1986 and associate bachelor’s degree in fashion buying and merchandising from Fashion Institute of Technology in New York in 1989.

Mr. Nicolas Zurstrassen has served as our senior vice president for our marketing services since May 2014. Prior to joining us in 2014, Nicolas was at Nike Greater China from 2007 to 2014. During his final role at Nike, he served as the digital general manager, responsible for all of Nike Sports China Co. Ltd.’s e-commerce and digital marketing initiatives in the Greater China region. In his seven years at Nike Sports China Co., Ltd., Mr. Zurstrassen launched Nike’s e-commerce operations in China, led Nike’s digital marketing campaigns for the 2008 Summer Olympic Games in Beijing and the 2012 Summer Olympic Games in London and built one of the leading digital teams in China. He has been involved in the internet business in China since 1998 when he founded Nurun China Interactive, one of China’s first digital marketing agencies. Mr. Zurstrassen obtained his LL.B. degree from University of Sydney and his master of business administration degree from INSEAD.

Mr. Frank Lie Ma has served as our vice president since February 2011. Prior to joining us in 2011, Mr. Ma served as vice president of Jushang (Shanghai) E-commerce Co., Ltd. (Fclub.cn) from 2009 to 2011, responsible for overall operation and marketing. From 2007 to 2009, Mr. Ma served as a CEO executive assistant of Newegg (China) Trade Co., Ltd. Mr. Ma also held various managerial positions in Alipay (China) Network Technology Co., Ltd. from 2005 to 2007, Shanghai Etang Information Technology Co., Ltd. from 2001 to 2005, and Globalsources (Shanghai) Advertisement Co., Ltd. from 1997 to 2001. Mr. Ma received his master’s degree in business administration from East China Normal University in 2012. Mr. Ma owns two patents relating to an online payment method and system pertaining to communication terminals and intermediate platforms.

Mr. Aaron Yuan Lung Kwok has served as vice president of our home appliances and digital products business since joining us in October 2014. Prior to joining us, Mr. Kwok was a director at Beijing VastSmart Trading Co., Ltd from 2012 to 2014. From 2011 to 2012, Mr. Kwok served as deputy vice general manager in charge of sales and marketing at Beko Electronics Appliances (China) Co., Ltd. From 2003 to 2011, Mr. Kwok worked as sales director and commercial general manager of IT displays and Accessories of Philips (China)

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Investment Co., Ltd. From 1989 to 2003, Mr. Kwok held various managerial positions in several IT companies, including Beijing Dyne Lihe Sci-Tech Development Co., Ltd. and Creative Technology Limited. Mr. Kwok received his bachelor’s degree in computer science from Fudan university in 1989.

Mr. Eric Gang He serves as our vice president for online sales in the insurance and automotive business. Prior to joining us in June 2012, Mr. He served as e-commerce general manager at Natural Food International Group Limited, a health product company based in China from 2011 to 2012. From 2008 to 2011, Mr. He served as general manager of the e-commerce department at Shanghai iResearch Co., Ltd., a leading market research firm in China, focusing on tailoring strategic business plans for and providing consulting services to e-commerce enterprises. Mr. He has spent over ten years in the internet and e-commerce sectors. Mr. He received his bachelor’s degree in finance from Fudan University in 2003.

Mr. Tony Yongjun Wu joined us as our vice president of information technology in November, 2014. Prior to joining us, Mr. Wu served at Rovi Corporation as vice president of China operations from April 2011 to April 2014, where he was leading the China R&D operations to develop Rovi’s entertainment store, professional encoding and authoring, cloud-based metadata and TV guide. From 2006 to 2011, Mr. Wu worked as vice president and general manager of Sonic Solutions Inc. Before that, Mr. Wu served at Xerox Corporation and Fuji Xerox Co., Ltd. from 1998 to 2006, leading the setup of Xerox Shanghai Software Center and Fuji Xerox Executive Printing Innovation Center. Prior to joining Xerox, Mr. Wu worked as marketing manager of Sun Microsystems Inc. from 1996-1998, as technical support lead of Silicon Graphics Inc. from 1992-1996 and as faculty in Shanghai Jiao Tong University from 1989-1992. Mr. Wu received his bachelor’s degree in precision instruments and master’s degree in computer applications from Shanghai Jiao Tong University.

Employment Agreements

We have entered into employment agreements with each of our executive officers. Under these agreements, each of our executive officers is employed for a three-year period. We may terminate an executive officer’s employment for cause, at any time, without notice or remuneration, for certain acts of the officer, including but not limited to serious or persistent breach or non-observance of the employment terms or a conviction of a criminal offense. An executive officer may terminate his/her employment at any time with one-month prior written notice. Furthermore, we may terminate the employment at any time without cause upon advance written notice and certain amount of compensation payment.

Each executive officer has agreed to hold, both during and after the employment agreement expires or is earlier terminated, in strict confidence and not to use, except for our benefit, any confidential information of our company. In addition, the majority of our executive officers have agreed to be bound by non-competition restrictions which are set forth in his or her employment agreement.

Board of Directors

Our board of directors will consist of eight directors upon the SEC’s declaration of effectiveness of our registration statement on Form F-1, of which this prospectus is a part. A director is not required to hold any shares in our company by way of qualification. A director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with us is required to declare the nature of his interest at a meeting of our directors. A general notice given to the directors by any director to the effect that he is a member, shareholder, director, partner, officer or employee of any specified company or firm and is to be regarded as interested in any contract or transaction with that company or firm shall be deemed a sufficient declaration of interest for the purposes of voting on a resolution in respect to a contract or transaction in which he has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction. A director may vote in respect of any contract or proposed contract or arrangement notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the directors at which any such contract or proposed contract or arrangement is considered. The

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directors may exercise all the powers of the company to borrow money, mortgage its undertaking, property and uncalled capital, and issue debentures or other securities whenever money is borrowed or as security for any obligation of the company or of any third party. None of our directors has a service contract with us that provides for benefits upon termination of service.

Committee of the Board of Directors

We will establish three committees under the board of directors immediately upon the effectiveness of our registration statement on Form F-1, of which this prospectus is a part: an audit committee, a compensation committee and a nominating and corporate governance committee. We have adopted a charter for each of the three committees. Each committee’s members and functions are described below.

Audit Committee. Our audit committee will consist of             ,              and             .              will be the chairman of our audit committee. We have determined that             ,              and              satisfy the “independence” requirements of              and Rule 10A-3 under the Securities Exchange Act of 1934. The audit committee will oversee our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee will be responsible for, among other things:

• selecting our independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by our independent registered public accounting firm;

• reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response;

• reviewing and approving all proposed related-party transactions, as defined in Item 404 of Regulation S-K under the Securities Act;

• discussing the annual audited financial statements with management and our independent registered public accounting firm;

• annually reviewing and reassessing the adequacy of our audit committee charter;

• meeting separately and periodically with management and our independent registered public accounting firms;

• reporting regularly to the full board of directors; and

• such other matters that are specifically delegated to our audit committee by our board of directors from time to time.

Compensation Committee. Our compensation committee will consist of             ,              and             .              will be the chairman of our compensation committee. We have determined that             ,              and              satisfy the “independence” requirements of             . The compensation committee will assist the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee will be responsible for, among other things:

• reviewing and recommending to the board with respect to the total compensation package for our four most senior executives;

• approving and overseeing the total compensation package for our executives other than the four most senior executives;

• reviewing and making recommendations to the board of directors with respect to the compensation of our directors; and

• reviewing periodically and approving any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans.

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Nominating and Corporate Governance Committee. Our nominating and corporate governance committee will consist of             ,              and             .              will be the chairperson of our nominating and corporate governance committee.              ,              and              satisfy the “independence” requirements of             . The nominating and corporate governance committee will assist the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee will be responsible for, among other things:

• identifying and recommending nominees for election or re-election to our board of directors, or for appointment to fill any vacancy;

• reviewing annually with our board of directors its current composition in light of the characteristics of independence, age, skills, experience and availability of service to us;

• identifying and recommending to our board the directors to serve as members of committees;

• advising the board periodically with respect to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to our board of directors on all matters of corporate governance and on any corrective action to be taken; and

• monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.

Duties of Directors

Under Cayman Islands law, our directors have a fiduciary duty to act honestly, in good faith and with a view to our best interests. Our directors also have a duty to exercise the skill they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association as may be amended from time to time. Our company has a right to seek damages against any director who breaches a duty owed to us.

Terms of Directors and Officers

Our officers are elected by and serve at the discretion of the board of directors. Our directors are not subject to a term of office and hold office until their resignation, death or incapacity or until their respective successors have been elected and qualified in accordance with our articles of association. A director will be removed from office automatically if, among other things, the director (i) becomes bankrupt or makes any arrangement or composition with his creditors or (ii) is found to be or becomes of unsound mind.

Compensation of Directors and Executive Officers

In 2014, we paid an aggregate of approximately RMB7.5 million (US$1.2 million) in cash to our executive officers, and we did not pay any cash compensation to our non-executive director. For options granted to our executive officers, see “—Share Incentive Plans.”

We have neither set aside nor accrued any amount of cash to provide pension, retirement or other similar benefits to our officers and directors. Our PRC subsidiaries and variable interest entity are required by law to make contributions equal to certain percentages of each employee’s salary for his or her retirement benefit, medical insurance benefits, housing funds, unemployment and other statutory benefits.

Share Incentive Plans

The following summarizes, as of the date of this prospectus, options that we granted to our directors and executive officers and to other individuals as a group under our share incentive plans to attract and retain the best

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available personnel, to provide additional incentives to selected employees, directors, and consultants and to promote the success of our business. After we become an overseas listed company, we and our directors, executive officers and other employees who are PRC residents and who have been granted options will be required to register with SAFE pursuant to applicable PRC laws. See “Risk Factor—Risks Related to Doing Business in the People’s Republic of China—Any failure to comply with PRC regulations regarding our employee equity incentive plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.”

2014 Share Incentive Plan

In January 2010, Shanghai Baozun adopted a share incentive plan, or the Shanghai Baozun Plan, under which Shanghai Baozun granted share-based incentive awards to employees, officers, director and individual consultants of Shanghai Baozun. On May 30, 2014, we have adopted our 2014 Share Incentive Plan, or the 2014 Plan to roll over the options granted under Shanghai Baozun Plan with the same amount, terms and vesting schedule. The maximum number of shares which may be issued pursuant to all awards under the 2014 Plan is 20,331,467. As of the date of this prospectus, we have granted options to purchase an aggregate of 19,102,998 ordinary shares.

Types of Awards. The 2014 Plan permits the grant of several kinds of awards, including among others, options, restricted shares, restricted share units and share appreciation rights.

Plan Administration. Our board of directors will administer the 2014 Plan, and may delegate its administrative authority to a committee of one or more members of the board or the chief executive officer of the Company, subject to certain restrictions. Among other things, the board of directors will designate the eligible individuals who may receive awards, and determine the types and number of awards to be granted and terms and conditions of each award grant. The administrator of the 2014 Plan has the power and discretion to cancel, forfeit or surrender an outstanding award.

Award Agreements. Options and other awards granted under the 2014 Plan will be evidenced by a written award agreement that sets forth the material terms and conditions for each grant.

Eligibility. We may grant awards to the employees, consultants rendering bona fide services to us or our affiliated entities designated by our board, as well as our non-employee directors, provided that awards cannot be granted to consultants or non-employee directors who are resident of any country in the European Union, and any other country which pursuant to applicable laws does not allow grants to non-employees.

Term of the Option and Stock Appreciation Rights. The term of each option and stock appreciation rights granted will not exceed ten years, and the board of directors may extend the term subject to certain limitation under relevant applicable regulations.

Acceleration of Awards upon Corporate Transactions. The board of directors may, in its sole discretion, upon or in anticipation of a corporate transaction, accelerate awards, purchase the awards from the holder or replace the awards.

Vesting Schedule. In general, the board of directors determines the vesting schedules.

Amendment and Termination of the 2014 Plan. The board of directors may at any time amend, modify or terminate the 2014 Plan subject to shareholder approval to the extent required by laws. Additionally, shareholder approval will be specifically required to increase the number of shares available under the 2014 Plan, or to permit the board of directors to extend the term or the exercise period of an option or share appreciation right beyond ten years, or if amendments result in material increases in benefits or a change in eligibility requirements. Any amendment, modification or termination of the 2014 Plan must not impair any rights or obligations under awards

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already granted without consent of the holder of such awards. Unless terminated earlier, the 2014 Plan will expire and no further awards may be granted after the tenth anniversary of the shareholders’ approval of the 2014 Plan.

The following table summarizes, as of the date of this prospectus, options that we granted to our directors and executive officers and to other individuals as a group under our 2014 Plan.

Name	Ordinary  Shares Underlying Outstanding Options		Exercise Price (US$/Share)		Date of Grant		Date of Expiration
Vincent Wenbin Qiu		2,255,801		0.0136		1/30/2010		1/29/2020
						2/1/2012		1/31/2022
						6/28/2013		6/27/2023
						8/29/2014		8/28/2024
		279,679		1.500		2/6/2015		2/5/2025
Junhua Wu		2,218,507		0.0136		1/30/2010		1/29/2020
						2/1/2012		1/31/2022
						6/28/2013		6/27/2023
						8/29/2014		8/28/2024
		279,679		1.500		2/6/2015		2/5/2025
Frank Lie Ma		*		0.0136		2/18/2011		2/17/2021
						2/1/2012		1/31/2022
						6/28/2013		6/27/2023
Michael Qingyu Zhang		2,235,046		0.0136		7/1/2011		6/30/2021
						2/1/2012		1/31/2022
						8/29/2014		8/28/2024
Beck Zhaoming Chen		*		0.0136		6/28/2013		6/27/2023
						8/29/2014		8/28/2024
				1.500		2/6/2015		2/5/2025
Aaron Yuan Lung Kwok		*		1.500		2/6/2015		2/5/2025
Eric Gang He		*		0.0136		6/28/2013		6/27/2023
				2.8679		2/6/2015		2/5/2025
Tony Yongjun Wu		*		1.500		2/6/2015		2/5/2025
Vicky Yuming Lu		*		0.0136		8/29/2014		8/28/2024
Nicolas Zurstrassen		*		0.0136		8/29/2014		8/28/2024
Other individuals as a group		9,303,310		0.0136; 1.500; 2.8679		various**		various***

* Upon exercise of all options granted, would beneficially own less than 1% of our outstanding ordinary shares.

** From January 30, 2010 to February 6, 2015.

*** From January 29, 2020 to February 5, 2025.

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PRINCIPAL SHAREHOLDERS

The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of the date of this prospectus, as adjusted to reflect the sale of ADSs representing Class A ordinary shares offered by us in this offering, for:

• each person known to us to own beneficially more than 5.0% of our ordinary shares; and

• each of our directors and executive officers.

The total number of ordinary shares outstanding as of the date of this prospectus is 112,698,983, including ordinary shares issuable upon conversion of all outstanding Series A convertible redeemable preferred shares, Series B convertible redeemable preferred shares, Series C1 convertible redeemable preferred shares, Series C2 convertible redeemable preferred shares and Series D convertible redeemable preferred shares, immediately upon the completion of this offering. The total number of ordinary shares outstanding after the completion of this offering will be             , assuming the underwriters do not exercise their over-allotment option, comprising (i)              Class A ordinary shares and (ii) 13,300,738 Class B ordinary shares.

For each person and group included in the following table, percentage of beneficial ownership is calculated by dividing the number of shares beneficially owned by such person or group (which includes ordinary shares underlying share options held by such person or group that are exercisable within 60 days after the date of this prospectus) by the sum of (i) the number of ordinary shares outstanding as of the date of this prospectus and (ii) the number of ordinary shares underlying share options held by such person or group that are exercisable within 60 days after the date of this prospectus.

	Ordinary Shares Beneficially Owned Prior to This Offering				Ordinary Shares Beneficially Owned Immediately After This Offering(1)
Name	Number		Percent		Class A ordinary shares	Class B ordinary shares	Percentage of total ordinary shares on an as-converted basis	Percentage of aggregate voting power***
Directors and Executive Officers:
Vincent Wenbin Qiu(2)		11,663,071		10.3
Junhua Wu(3)		6,061,457		5.4
Michael Qingyu Zhang(4)		4,432,626		3.9
Qian Wu(5)		26,469,422		23.5
David McKee Hand(6)		26,091,863		23.2
Satoshi Okada(7)		20,029,611		17.8
Beck Zhaoming Chen(8)		*		*
Mr. Yiu Pong Chan**		—		—
Ms. Bin Yu**		—		—
Nicolas Zurstrassen		—		—
Vicky Yuming Lu		—		—
Aaron Yuan Lung Kwok		—		—
Frank Lie Ma(9)		*		*
Eric Gang He(10)		*		*
Tony Yongjun Wu		—		—
All our Directors and Executive Officers as a group(11)		95,054,958		84.4
Principal Shareholders:
Alibaba Investment Limited(12)		26,469,422		23.5
Crescent Castle Holdings Ltd(13)		26,091,863		23.1
Tsubasa Corporation(14)		20,029,611		17.8
Jesvinco Holdings Limited(15)		9,410,369		8.3
Private Opportunities (Mauritius) I Limited(16)		6,640,196		5.9
GS Investment Partners (Mauritius) I Limited(17)		4,426,793		3.9
Infinity I-China Investments (Israel) L.P.(18)		7,416,502		6.6
Casvendino Holdings Limited(19)		3,890,369		3.4
PBE Holdings Limited(20)		2,232,795		2.0

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* Less than 1%

** Each of Mr. Yiu Pong Chan and Ms. Bin Yu has accepted appointment as our independent director, effective upon the effectiveness of our registration statement on Form F-1, of which this prospectus forms a part.

*** For each person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of our Class A and Class B ordinary shares as a single class. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of our Class B ordinary shares is entitled to 10 votes per share on all matters submitted to them for a vote. Our Class A ordinary shares and Class B ordinary shares vote together as a single class on all matters submitted to a vote of our shareholders, except as may otherwise be required by law. Our Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis.

(1) Assumes that the underwriters do not exercise the over-allotment option.

(2) Represents 9,410,369 ordinary shares held by Jesvinco Holdings Limited, a company incorporated in British Virgin Islands wholly owned by Mr. Qiu, and 2,252,702 ordinary shares issuable upon exercise of options within 60 days of the date of this prospectus held by Mr. Qiu.

(3) Represents 3,890,369 ordinary shares held by Casvendino Holdings Limited, a company incorporated in the British Virgin Islands wholly owned by Mr. Wu, and 2,171,088 ordinary shares issuable upon exercise of options within 60 days of the date of this prospectus held by Mr. Wu.

(4) Represents 2,232,795 ordinary shares held by PBE Holdings Limited, a company incorporated in British Virgin Islands wholly owned by Mr. Zhang, and 2,199,831 ordinary shares issuable upon exercise of options within 60 days of the date of this prospectus held by Mr. Zhang.

(5) Represents 26,469,422 ordinary shares issuable upon conversion of 19,622,241 Series A convertible redeemable preferred shares, 5,552,915 Series B convertible redeemable preferred shares and 1,294,266 Series C-1 convertible redeemable preferred shares held by Alibaba Investment Limited, a company wholly owned by Alibaba Group Holding Limited. Ms. Wu was appointed by Alibaba Investment Limited as our director. The business address for Ms. Wu is c/o Alibaba Group Services Limited, 26/F Tower One, Times Square, 1 Matheson Street, Causeway Bay Hong Kong. Ms. Wu disclaims beneficial ownership of our ordinary shares held by Alibaba Investment Limited.

(6) Represents 26,091,863 ordinary shares issuable upon conversion of 18,863,989 Series B convertible redeemable preferred shares and 7,227,874 Series C-1 convertible redeemable preferred shares held by Crescent Castle Holdings Ltd. Crescent Castle Holdings Ltd. is a limited liability company incorporated in the Cayman Islands. Crescent Eagle Investments Ltd., which has the sole voting power and investment power over the shares held by Crescent Castle Holdings Ltd., is ultimately controlled by Mr. David M. Hand and Mr. Richard T. Scanlon. The business address of Mr. Hand is c/o One Temasek Avenue, #20-01 Millenia Tower Singapore 039192.

(7) Represents 12,525,287 ordinary shares and 7,504,324 ordinary shares issuable upon conversion of 7,504,324 Series D convertible redeemable preferred shares held by Tsubasa Corporation, a company wholly owned by Softbank Corp. Mr. Okada was appointed by Tsubasa Corporation as our director. The business address of Mr. Okada is c/o Tsubasa Corporation, 14 Pohn Umpomp Place-Nett, VB Center, Suite 2A, P.O. Box 902, Pohnpei FM 96941, Federated States of Micronesia. Mr. Okada disclaims beneficial ownership of our ordinary shares held by Tsubasa Corporation.

(8) Represents ordinary shares issuable upon exercise of options within 60 days of the date of this prospectus held by Mr. Chen.

(9) Represents ordinary shares issuable upon exercise of options within 60 days of the date of this prospectus held by Mr. Ma.

(10) Represents ordinary shares issuable upon exercise of options within 60 days of the date of this prospectus held by Mr. He.

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(11) Represents ordinary shares and ordinary shares issuable upon conversion of all convertible redeemable preferred shares held by all of our directors and executive officers as a group and ordinary shares issuable upon exercise of options within 60 days of the date of this prospectus held by all of our directors and executive officers as a group.

(12) Represents 26,469,422 ordinary shares issuable upon conversion of 19,622,241 Series A convertible redeemable preferred shares, 5,552,915 Series B convertible redeemable preferred shares and 1,294,266 Series C-1 convertible redeemable preferred shares held by Alibaba Investment Limited. Alibaba Investment Limited is a limited liability company incorporated under the laws of the British Virgin Islands, and is wholly owned by Alibaba Group Holding Limited. Alibaba Group Holding Limited is a public company listed on the New York Stock Exchange. The registered address for Alibaba Investment Limited is Trident Chambers, P. O. Box 146, Road Town, Tortola, British Virgin Islands.

(13) Represents 26,091,863 ordinary shares issuable upon conversion of 18,863,989 Series B convertible redeemable preferred shares and 7,227,874 Series C-1 convertible redeemable preferred shares held by Crescent Castle Holdings Ltd, a company incorporated in Cayman Islands. Crescent Eagle Investments Ltd., which has the sole voting power and investment power over the shares held by Crescent Castle Holdings Ltd., is ultimately controlled by Mr. David M. Hand and Mr. Richard T. Scanlon. The registered address for Crescent Castle Holdings Ltd is 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands.

(14) Represents 12,525,287 ordinary shares and 7,504,324 ordinary shares issuable upon conversion 7,504,324 Series D convertible redeemable preferred shares held by Tsubasa Corporation, a company incorporated in the Federated States of Micronesia and wholly owned by Softbank Corp. The registered address for Tsubasa Corporation is 14 Pohn Umpomp Place-Nett, VB Center, Suite 2A, P.O. Box 902, Pohnpei FM 96941, Federated States of Micronesia.

(15) Represents 9,410,369 ordinary shares held by Jesvinco Holdings Limited, a company incorporated in British Virgin Islands wholly owned by Mr. Qiu. The registered address for Jesvinco Holdings Limited is NovaSage Chambers, PO Box 4389, Road Town, Tortola, British Virgin Islands.

(16) Represents 6,640,196 ordinary shares issuable upon conversion of 6,115,420 Series C-1 convertible redeemable preferred shares and 524,776 Series C-2 convertible redeemable preferred shares held by Private Opportunities (Mauritius) I Limited, a company incorporated in Mauritius. The holding company of Private Opportunities (Mauritius) I Limited is Goldman Sachs Investment Partners Private Opportunities Holdings, L.P. The general partner of Goldman Sachs Investment Partners Private Opportunities Holdings, L.P. is Goldman Sachs Investment Partners Private Opportunities Holdings Advisors, Inc., and the investment manager of Goldman Sachs Investment Partners Private Opportunities Holdings, L.P. is GS Investment Strategies, LLC. Goldman Sachs Investment Partners Private Opportunities Holdings Advisors, Inc. and GS Investment Strategies, LLC are wholly owned by The Goldman Sachs Group, Inc. The registered address for Private Opportunities (Mauritius) I Limited is Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius. See also note 17 to this table below.

(17) Represents 4,426,793 ordinary shares issuable upon conversion of 4,076,943 Series C-1 convertible redeemable preferred shares and 349,850 Series C-2 convertible redeemable preferred shares held by GS Investment Partners (Mauritius) I Limited, a company incorporated in Mauritius. The holding company of GS Investment Partners (Mauritius) I Limited is Global Strategic Investment Partners Master LP. The general partner of Global Strategic Investment Partners Master LP is Goldman Sachs Investment Partners GP, LLC, and the investment manager of GS Investment Partners (Mauritius) I Limited and Global Strategic Investment Partners Master LP is GS Investment Strategies, LLC. Goldman Sachs Investment Partners GP, LLC is wholly owned by GS Investment Strategies, LLC and GS Investment Strategies, LLC is wholly owned by The Goldman Sachs Group, Inc. The registered address for GS Investment Partners (Mauritius) I Limited is Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius. See also note 16 to this table above.

(18) Represents 7,416,502 ordinary shares issuable upon conversion 6,794,916 Series C-1 convertible redeemable preferred shares and 621,586 Series C-2 convertible redeemable preferred shares held by

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Infinity I-China Investments (Israel) L.P., a company incorporated in Israel. The general partner of Infinity I-China Investments (Israel) L.P. is Infinity-CSVC Partners, Ltd. The members of the board of directors of Infinity-CSVC Partners, Ltd. comprise Amir Gal-Or, Avishai Silvershatz, Avi Fischer, Lin Xianghong and Li Ying. The shareholders of Infinity-CSVC Partners, Ltd. are Amir Gal-Or, Avishai Silvershatz, Clal Industries and Investments Ltd. and Hua Yuan International Limited. The registered address for Infinity I-China Investments (Israel) L.P. is 3 Azrieli Center, Triangle Tower, 42nd Floor, Tel Aviv, 67023, Israel.

(19) Represents 3,890,369 ordinary shares held by Casvendino Holdings Limited, a company incorporated in British Virgin Islands wholly owned by Mr. Wu. The registered address for Casvendino Holdings Limited is NovaSage Chambers, PO Box 4389, Road Town, Tortola, British Virgin Islands.

(20) Represents 2,232,795 ordinary shares held by PBE Holdings Limited, a company incorporated in British Virgin Islands wholly owned by Mr. Zhang. The registered address for PBE Holdings Limited is NovaSage Chambers, PO Box 4389, Road Town, Tortola, British Virgin Islands.

As of the date of this prospectus, none of our outstanding ordinary shares are held by record holders in the United States. None of our existing shareholders has different voting rights from other shareholders after the completion of this offering. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.

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RELATED PARTY TRANSACTIONS

Private Placements

See “Description of Share Capital—History of Securities Issuances.”

Contractual Arrangements

Foreign ownership of value-added telecommunications businesses requires an operation license for value-added telecommunications business, which we refer to as an ICP license, and is subject to restrictions under current PRC laws and regulations. Due to these restrictions, we operate our relevant business through contractual arrangements between our wholly owned subsidiary, Shanghai Baozun, our VIE, Shanghai Zunyi, and the shareholders of Shanghai Zunyi. For a description of these contractual arrangements, see “Corporate History and Structure.”

Shareholders’ Agreement

We entered into an amended and restated shareholders agreement dated as of October 29, 2014, as amended on December 11, 2014, with holders of ordinary shares and convertible redeemable preferred shares. Under the shareholders agreement, holders of our registrable shares are entitled to registration rights, including demand registration rights, Form F-3 registration rights and piggyback registration rights. For a more detailed description of these registration rights, see “Description of Share Capital—Registration Rights.”

The shareholders agreement provides that our board of directors will consist of six directors, composed of (i) one director be appointed by Crescent Castle Holdings Ltd; (ii) one director be appointed by Alibaba Investment Limited; (iii) one director be appointed by Tsubasa Corporation; and (iv) three directors be appointed by Jesvinco Holdings Limited, Casvendino Holdings Limited and PBE Holdings Limited controlled by Mr. Vincent Wenbin Qiu, Mr. Junhua Wu and Mr. Michael Qingyu Zhang, respectively, each of whom shall be entitled to appoint one Director.

Transactions with Alibaba

For official marketplace stores on Tmall operated by us, Tmall provides a wide range of services including platform support, pay-for-performance marketing, display marketing services and logistic services. In 2012, 2013 and 2014, we paid Alibaba Group service fees of RMB29.6 million, RMB55.9 million and RMB71.8 million (US$11.6 million), respectively.

We provide promotion service to Alibaba Group when it implements promotional campaigns in stores on the Tmall platform operated by us. In 2012 and 2013, we generated promotion service fees of RMB37.6 million and RMB12.7 million (US$2.1 million), respectively, from Alibaba Group. In 2014 , we did not generate any promotion service fees from Alibaba Group.

In 2012, we borrowed a loan of RMB12.0 million from Alibaba Group at an interest rate of 10% per annum with no collateral. In 2012 and 2013, we paid interests of RMB0.9 million and RMB0.01 million (US$2,118), respectively, to Alibaba Group. As of December 31, 2012 and 2013, the total outstanding balance of the loans was RMB12.0 million and nil.

Transactions with Ahead (Shanghai) Trade Co., Ltd

In October 2014, Ahead (Shanghai) Trade Co., Ltd, or Ahead, a subsidiary of Softbank, became our related party when we issued Series D Shares to Tsubasa Corporation, a subsidiary of Softbank. Ahead helps us develop

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our brand e-commerce solutions business in Japan by referring potential Japanese brand partners to us. In return, we pay Ahead, as commission fee, a portion of revenues we derive from brand partners introduced to us by Ahead. In addition, Ahead has engaged us to provide brand e-commerce solutions and services to their own brand clients. In 2014, we paid commission fee of RMB484,000 (US$78,006) to and received services revenue of RMB622,000 (US$100,248) from Ahead after it had become one of our related parties.

Employment Agreements

See “Management—Employment Agreements.”

Share Incentive Plan

See “Management—Share Incentive Plans.”

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DESCRIPTION OF SHARE CAPITAL

We are a Cayman Islands exempted company with limited liability and our affairs are governed by our memorandum and articles of association, as amended and restated from time to time and the Companies Law of the Cayman Islands, which is referred to as the Companies Law below.

As of the date hereof, our authorized share capital is US$50,000 consisting of 500,000,000 shares, comprised of (i) 415,359,837 ordinary shares with par value of US$0.0001 each, of which 28,058,820 shares are issued and outstanding, and 20,331,467 shares are reserved for issuance pursuant to our share incentive plans; and (ii) 19,622,241 authorized Series A convertible redeemable preferred shares with a par value of US$0.0001 each, all of which are issued and outstanding; (iii) 26,532,203 authorized Series B convertible redeemable preferred shares with a par value of US$0.0001 each, all of which are issued and outstanding; (iv) 29,056,332 authorized Series C-1 convertible redeemable preferred shares with a par value of US$0.0001 each, all of which are issued and outstanding; (v) 1,925,063 authorized Series C-2 convertible redeemable preferred shares with a par value of US$0.0001 each, all of which are issued and outstanding; and (vi) 7,504,324 authorized Series D convertible redeemable preferred shares with a par value of US$0.0001 each, all of which are issued and outstanding. All of our issued and outstanding convertible redeemable preferred shares will automatically convert into ordinary shares immediately prior to the completion of this offering.

Prior to the completion of this offering, we will conditionally adopt the fourth amended and restated memorandum and articles of association, which will become effective immediately prior to the completion of this offering and replace the current memorandum and articles of association in its entirety and our authorized share capital will be US$50,000 divided into 500,000,000 shares comprising of 470,000,000 Class A ordinary shares with a par value of US$0.0001 each and 30,000,000 Class B ordinary shares with a par value of US$0.0001 each. Simultaneously, 9,410,369 ordinary shares held by Jesvinco Holdings Limited and 3,890,369 ordinary shares held by Casvendino Holdings Limited will be designated as Class B ordinary shares on a one-for-one basis and all of the remaining ordinary shares that are issued and outstanding will be designated as Class A ordinary shares on a one-for-one basis. The following are summaries of material provisions of our proposed fourth amended and restated memorandum and articles of association and the Companies Law insofar as they relate to the material terms of our ordinary shares that we expect will become effective upon the completion of this offering.

Ordinary shares

General. All of our outstanding ordinary shares are fully paid and non-assessable. Certificates representing the ordinary shares are issued in registered form. Our shareholders who are nonresidents of the Cayman Islands may freely hold and vote their shares.

Ordinary Shares. Our ordinary shares are divided into Class A ordinary shares and Class B ordinary shares. Holders of our Class A ordinary shares and Class B ordinary shares will have the same rights except for voting rights and conversion rights.

Conversion. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any transfer of Class B ordinary shares by a holder thereof to any person or entity that is not an Affiliate (as defined in the fourth amended and restated memorandum and articles of association) of such holder, such Class B ordinary shares will be automatically and immediately converted into an equal number of Class A ordinary shares.

Dividends. The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors subject to the Companies Law and to our fourth amended and restated articles of association.

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Voting Rights. Our class A ordinary shares and class B ordinary shares vote together as a single class on all matters submitted to a vote of our shareholders, except as may otherwise be required by law. In respect of matters requiring shareholders’ vote, on a poll each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes. At any general meeting a resolution put to the vote of the meeting shall be decided by a show of hands unless a poll is demanded. A poll may be demanded by the chairman of such meeting or any shareholder present in person or by proxy with a right to attend and vote at the meeting.

A quorum required for a meeting of shareholders consists of at least one or more shareholders present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative, who hold in aggregate not less than one-third of the votes attaching to all issued and outstanding shares of our company. An annual general meeting may be held in each year other than the year in which our fourth amended and restated articles of association was adopted. Extraordinary general meetings may be held at such times as may be determined by our board of directors and may be convened by a majority of our board of directors or the chairman of the board on its/his own initiative or upon a request to the directors by shareholders holding in the aggregate not less than ten percent of our voting share capital. Advance notice of at least 10 calendar days is required for the convening of our annual general meeting and other shareholders’ meetings.

An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the ordinary shares cast in a general meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes attaching to the ordinary shares cast in a general meeting. A special resolution is required for important matters such as a change of name. Holders of the ordinary shares may effect certain changes by ordinary resolution, including increasing the amount of our authorized share capital, consolidating and dividing all or any of our share capital into shares of larger amount than our existing share capital, and cancelling any unissued shares.

Transfer of Shares. Subject to the restrictions of our fourth amended and restated memorandum and articles of association set out below, as applicable, any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or ordinary form or any other form approved by our board.

Our board of directors may, in its sole discretion, decline to register any transfer of any ordinary share which is not fully paid up or on which we have a lien. Our directors may also decline to register any transfer of any ordinary share unless (a) the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer; (b) the instrument of transfer is in respect of only one class of ordinary shares; (c) the instrument of transfer is properly stamped, if required; (d) in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not exceed four; (e) the shares concerned are free of any lien in favor of us; or (f) a fee of such maximum sum as the NASDAQ Global Market may determine to be payable, or such lesser sum as our board of directors may from time to time require, is paid to us in respect thereof.

If our directors refuse to register a transfer they shall, within two months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal. The registration of transfers may, on notice being given by advertisement in such one or more newspapers or by electronic means, be suspended and the register closed at such times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year.

Liquidation. On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of shares), assets available for distribution among the holders of ordinary shares shall be distributed among the holders of the ordinary shares on a pro rata basis. If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by our shareholders proportionately.

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Calls on Shares and Forfeiture of Shares. Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their shares in a notice served to such shareholders at least 14 clear days prior to the specified time and place of payment. The shares that have been called upon and remain unpaid on the specified time are subject to forfeiture.

Redemption of Shares. Subject to the provisions of the Companies Law, we may issue shares on terms that are subject to redemption, at our option or at the option of the holders, on such terms and in such manner, including out of capital, as may be determined by our board of directors, before the issue of such shares, or by a special resolution of our shareholders.

Variations of Rights of Shares. All or any of the special rights attached to any class of shares may, subject to the provisions of the Companies Law, be varied either with the written consent of the holders of two-thirds of the issued shares of that class or with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class.

Inspection of Books and Records. Holders of our ordinary shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However, we will provide our shareholders with annual audited financial statements. See “Where You Can Find Additional Information.”

Changes in Capital. Our shareholders may from time to time by ordinary resolution:

• increase our share capital by such sum, to be divided into shares of such classes and amount, as the resolution shall prescribe;

• consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares;

• sub-divide our existing shares, or any of them into shares of a smaller amount; and

• cancel any shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of our share capital by the amount of the shares so cancelled.

Subject to the Companies Law and our fourth amended and restated memorandum and articles of association with respect to matters to be dealt with by ordinary resolution, we may, by special resolution, reduce our share capital and any capital redemption reserve in any manner authorized by law.

Issuance of Additional Shares. Our fourth amended and restated memorandum and articles of association authorizes our board of directors to issue additional ordinary shares from time to time as our board of directors shall determine, to the extent there are available authorized but unissued shares.

Our fourth amended and restated memorandum and articles of association authorizes our board of directors to establish from time to time one or more series of convertible redeemable preferred shares and to determine, with respect to any series of convertible redeemable preferred shares, the terms and rights of that series, including:

• designation of the series;

• the number of shares of the series;

• the dividend rights, conversion rights and voting rights; and

• the rights and terms of redemption and liquidation preferences.

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The issuance of convertible redeemable preferred shares may be used as an anti-takeover device without further action on the part of the shareholders. Issuance of these shares may dilute the voting power of holders of ordinary shares.

Differences in Corporate Law

The Companies Law is modeled after companies law statutes of England and Wales but does not follow recent statutory enactments in England. In addition, the Companies Law differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Law applicable to us and the laws applicable to companies incorporated in the State of Delaware.

Mergers and Similar Arrangements. The Companies Law permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies. For these purposes, (a) “merger” means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company and (b) a “consolidation” means the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies to the consolidated company. In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by (i) a special resolution of the shareholders of each constituent company and (ii) such other authorization, if any, as may be specified in such constituent company’s articles of association. The plan of merger or consolidation must be filed with the Registrar of Companies together with a declaration as to the solvency of the consolidated or surviving company, a list of the assets and liabilities of each constituent company and an undertaking that a copy of the certificate of merger or consolidation will be given to the members and creditors of each constituent company and published in the Cayman Islands Gazette. Dissenting shareholders have the right to be paid the fair value of their shares (which, if not agreed between the parties, will be determined by the Cayman Islands court) if they follow the required procedures, subject to certain exceptions. Court approval is not required for a merger or consolidation effected in compliance with these statutory procedures.

In addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made, and who must, in addition, represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:

• the statutory provisions as to the required majority vote have been met;

• the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class;

• the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and

• the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Law.

When a take-over offer is made and accepted by holders of 90.0% of the shares affected (within four months after they marking the offer), the offeror may, within a two-month period commencing on the expiration of such four months period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.

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If an arrangement and reconstruction is thus approved, the dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares.

Shareholders’ Suits. In principle, we will normally be the proper plaintiff and as a general rule a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the Cayman Islands courts can be expected to apply and follow common law principles that permit a minority shareholder to commence a class action against the company or a derivative action in the name of the company to challenge certain acts, including the following:

• a company acts or proposes to act illegally or ultra vires;

• the act complained of, although not ultra vires, could only be effected duly if authorized by more than a simple majority vote that has not been obtained; and

• those who control the company are perpetrating a “fraud on the minority.”

Indemnification of Directors and Executive Officers and Limitation of Liability. Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.

Our fourth amended and restated memorandum and articles of association permit indemnification of officers and directors for losses, damages costs and expenses incurred in their capacities as such unless such losses or damages arise from dishonesty, fraud or willful default of such directors or officers. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. In addition, we intend to enter into indemnification agreements with our directors and senior executive officers that will provide such persons with additional indemnification beyond that provided in our fourth amended and restated memorandum and articles of association.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Directors’ Fiduciary Duties. Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.

As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore it is considered that he owes the following duties to the company—a duty to act bona fide in the best interests of the company, a duty not to make a profit based on his or her position

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as director (unless the company permits him to do so) and a duty not to put himself in a position where the interests of the company conflict with his or her personal interest or his or her duty to a third party. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.

Shareholder Action by Written Consent. Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation. Cayman Islands law and our fourth amended and restated articles of association provide that shareholders may approve corporate matters by way of a unanimous written resolution signed by or on behalf of each shareholder who would have been entitled to vote on such matter at a general meeting without a meeting being held.

Shareholder Proposals. Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.

Cayman Islands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our fourth amended and restated articles allow our shareholders holding in the aggregate not less than one-third of the aggregate number of votes attaching to all issued and outstanding shares of our company to requisition an extraordinary meeting of the shareholders, in which case the directors are obliged to call such meeting and to put the resolutions so requisitioned to a vote at such meeting; however, our articles do not provide our shareholders with any right to put any proposals before annual general meetings or extraordinary general meetings not called by such shareholders.

As an exempted Cayman Islands company, we are not obliged by law to call shareholders’ annual general meetings. Our fourth amended and restated articles of association provides that we may in each year to hold a general meeting as our annual general meeting, and to specify the meeting as such in the notice calling it.

Cumulative Voting. Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director. There are no prohibitions in relation to cumulative voting under Cayman Islands law, but our fourth amended and restated articles of association do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.

Removal of Directors. Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our fourth amended and restated articles of association, directors may be removed by ordinary resolution.

Transactions with Interested Shareholders. The Delaware General Corporation Law contains a business combination statute applicable to Delaware corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target’s outstanding voting stock within the past three years. This has

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the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.

Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that such transactions must be entered into bona fide in the best interests of the company for a proper corporate purpose and not with the effect of constituting a fraud on the minority shareholders.

Dissolution; Winding up. Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board. Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so.

Under the Companies Law of the Cayman Islands, our company may be dissolved, liquidated or wound up voluntarily by a special resolution, or by an ordinary resolution on the basis that we are unable to pay our debts as they fall due.

Variation of Rights of Shares. Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under our fourth amended and restated articles of association, and as permitted by Cayman Islands law, if our share capital is divided into more than one class of shares, we may vary the rights attached to any class either with the written consent of the holders of two-thirds of the issued shares of that class or with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class

Amendment of Governing Documents. Under the Delaware General Corporation Law, a corporation’s governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under Cayman Islands law, our fourth amended and restated memorandum and articles of association may only be amended by special resolution.

Inspection of Books and Records. Under the Delaware General Corporation Law, any shareholder of a corporation may for any proper purpose inspect or make copies of the corporation’s stock ledger, list of shareholders and other books and records.

Holders of our shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However, we intend to provide our shareholders with annual reports containing audited financial statements.

Anti-takeover Provisions in Our Memorandum and Articles of Association. Some provisions of our fourth amended and restated memorandum and articles of association may discourage, delay or prevent a change of control of our company or management that shareholders may consider favorable, including a provision that authorizes our board of directors to issue preference shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preference shares without any further vote or action by our shareholders.

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Such shares could be issued quickly with terms calculated to delay or prevent a change in control of our company or make removal of management more difficult. If our board of directors decides to issue these preference shares, the price of our ADSs may fall and the voting and other rights of the holders of our ordinary shares and ADSs may be materially and adversely affected.

However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our fourth amended and restated memorandum and articles of association for a proper purpose and for what they believe in good faith to be in the best interests of our company.

Rights of Non-resident or Foreign Shareholders. There are no limitations imposed by our fourth amended and restated memorandum and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our fourth amended and restated memorandum and articles of association governing the ownership threshold above which shareholder ownership must be disclosed.

History of Securities Issuances

The following is a summary of our securities issuances since our inception.

Ordinary Shares

On December 17, 2013, we issued one ordinary share to NovaSage Nominees (Cayman) Limited for nominal consideration, which was transferred to Jesvinco Holdings Limited.

On the same day, we issued 10,037,999 ordinary shares to Jesvinco Holdings Limited, 4,518,000 ordinary shares to Casvendino Holdings Limited, 3,909,700 ordinary shares to Shiyun Holdings Limited, 1,014,710 ordinary shares to Fun Team Holdings Limited, 5,622,000 ordinary shares to PBE Holdings Limited, and 2,956,410 ordinary shares to Erry Holdings Limited, respectively, at par value of US$0.0001 per share.

Convertible Redeemable Preferred Shares

In December 2009 and August 2010, Hangzhou Ali Venture Investment Limited, or Hangzhou Ali, acquired a total of 39.56% of equity interests with preferential rights of Shanghai Baozun for a total consideration of RMB32.7 million (US$5.3 million).

In January and June 2011, Crescent Internet and E-Commerce Investments, Limited, or Crescent Investments, and New Access Capital Fund I, or New Access I, together acquired a total of 27.55% of equity interests in Shanghai Baozun with preferential rights for an aggregate consideration of RMB119.1 million (US$19.4 million). In January 2011, Hangzhou Ali further acquired a total of 7.29% of equity interest with preferential rights in Shanghai Baozun for an aggregate consideration of RMB12.9 million (US$2.1 million).

In September 2012, Hangzhou Ali, Crescent Investments, New Access I, Private Opportunities (Mauritius) I Limited, or GSPO, GS Investment Partners (Mauritius) I Limited or GSIP, Crescent Investments, Stelca Investments Limited, New Access Capital Fund II, or New Access II, and Infinity I-China Investments (Israel) L.P., or Infinity, acquired a total of 27.62% of equity interests in Shanghai Baozun with preferential rights for an aggregate consideration of RMB266.2 million (US$43.4 million).

Upon our reorganization in July 2014, the equity interests in Shanghai Baozun acquired by our then investors were cancelled in exchange for 19,622,241 Series A convertible redeemable preferred shares, or Series A Shares, 26,532,203 Series B convertible redeemable preferred shares, or Series B Shares, and 29,056,332 Series C1 convertible redeemable preferred shares, or Series C1 Shares, of our Company.

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In August 2014, the Company repurchased 1,925,063 ordinary shares from the Founding Shareholders at a total consideration of RMB21.0 million (US$3.4 million). At the same time, the Company issued 1,925,063 Series C2 convertible redeemable preferred shares, or Series C2 Shares, at a total consideration of RMB21.0 million (US$3.4 million) to several Series C1 investors.

On October 29, 2014, we issued to Tsubasa Corporation 7,504,324 Series D convertible redeemable preferred shares, or Series D Shares, for an aggregated consideration of US$23.9 million.

Each holder of convertible redeemable preferred shares shall have the right, at such holder’s sole discretion, to convert all or any portion of convertible redeemable preferred shares into ordinary shares at any time. The initial conversion price is the issuance price of convertible redeemable preferred shares, subject to adjustment in the event of (i) stock splits, share combinations, share dividends and distribution, recapitalizations and similar events, and (ii) issuance of new securities at a price per share less than the conversion price in effect on the date of or immediately prior to such issuance. In that case, the conversion price shall be reduced concurrently to the subscription price of such issuance.

The convertible redeemable preferred shares will be automatically converted into ordinary shares at the then applicable conversion price upon the earlier of (1) the closing of a qualified initial public offering, or (2) with respect to any series of convertible redeemable preferred shares, the date specified by written consent or agreement of majority holders of such series of convertible redeemable preferred shares (except, with respect to Series C Shares, 65% of such Series C Shares). Pursuant to written consent adopted by all our shareholders, upon the completion of this offering, all of our convertible redeemable preferred shares will automatically convert into 84,640,163 ordinary shares.

Share Options, RSUs, Restricted Shares and Other Rights Granted

We have reserved options covering an aggregate of 20,331,467 ordinary shares for share-based incentive awards to certain directors, employees, consultants and other grantees, including certain employees of our related companies or affiliates under our 2014 Plan. As of the date of this prospectus, we have granted options to purchase an aggregate of 19,102,998 ordinary shares.

Registration Rights

Pursuant to our amended and restated shareholders’ agreement entered into on October 29, 2014, we granted certain registration rights to holders of our registrable securities, which include our ordinary shares issued or to be issued upon conversion of our convertible redeemable preferred shares, ordinary shares issued or issuable as a dividend or other distribution therefor. Set forth below is a description of the registration rights granted under the agreement.

Demand Registration Rights. Holders of at least 10% of registrable securities then outstanding have the right to demand in writing, at any time after six months following the completion of this initial public offering that we file a registration statement to register their registrable securities. We have the right to defer filing of a registration statement for up to 90 days if our board of directors determines in good faith that filing of a registration will be materially detrimental to us and our shareholders, but we cannot exercise the deferral right more than once in any twelve month period and cannot register any other shares during such 90 days period. Further, the underwriters of any underwritten offering may reduce up to 70% of shares having registration rights to be included in the registration statement if they determine that marketing factors require such a limitation.

Form S-3 or Form F-3 Registration Rights. Holders of our registrable securities have the right to request that we file a registration statement on Form F-3 or Form S-3. We have the right to defer filing of a registration statement on Form F-3 or Form S-3 for up to 90 days if our board of directors determines in good faith that filing of a registration will be materially detrimental to us and our shareholders, but we cannot exercise the deferral right more than once in any twelve month period and cannot register any other shares during such 90 days period. Further, the underwriters of any underwritten offering may reduce up to 70% of shares having registration rights to be included in the registration statement if they determine that marketing factors require such a limitation.

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Piggyback Registration Rights. If we propose to file a registration statement for a public offering of our securities other than pursuant to a demand registration right or an S-3 or F-3 registration statement, then we must offer holders of registrable securities an opportunity to include in this registration all or any part of their registrable securities.

Expenses of Registration. All registration expenses incurred in connection with any demand, piggyback or F-3 or S-3 registration, other than any underwriting discounts and selling commissions applicable to the sale of registrable securities pursuant to this agreement, will be borne by us.

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DESCRIPTION OF AMERICAN DEPOSITARY SHARES

American Depositary Receipts

JPMorgan Chase Bank, N.A., as depositary will issue the ADSs which you will be entitled to receive in this offering. Each ADS will represent an ownership interest in a designated number of Class A ordinary shares which we will deposit with the custodian, as agent of the depositary, under the deposit agreement among ourselves, the depositary and yourself as an ADR holder. In the future, each ADS will also represent any securities, cash or other property deposited with the depositary but which they have not distributed directly to you. Unless certificated ADRs are specifically requested by you, all ADSs will be issued on the books of our depositary in book-entry form and periodic statements will be mailed to you which reflect your ownership interest in such ADSs. In our description, references to American depositary receipts or ADRs shall include the statements you will receive which reflect your ownership of ADSs.

The depositary’s office is located at 4 New York Plaza, Floor 12, New York, NY, 10004.

You may hold ADSs either directly or indirectly through your broker or other financial institution. If you hold ADSs directly, by having an ADS registered in your name on the books of the depositary, you are an ADR holder. This description assumes you hold your ADSs directly. If you hold the ADSs through your broker or financial institution nominee, you must rely on the procedures of such broker or financial institution to assert the rights of an ADR holder described in this section. You should consult with your broker or financial institution to find out what those procedures are.

As an ADR holder, we will not treat you as a shareholder of ours and you will not have any shareholder rights. Cayman Island law governs shareholder rights. Because the depositary or its nominee will be the shareholder of record for the shares represented by all outstanding ADSs, shareholder rights rest with such record holder. Your rights are those of an ADR holder. Such rights derive from the terms of the deposit agreement to be entered into among us, the depositary and all registered holders from time to time of ADSs issued under the deposit agreement. The obligations of the depositary and its agents are also set out in the deposit agreement. Because the depositary or its nominee will actually be the registered owner of the shares, you must rely on it to exercise the rights of a shareholder on your behalf. The deposit agreement and the ADSs are governed by New York law. Under the deposit agreement, as an ADR holder, you agree that any legal suit, action or proceeding against or involving us or the depositary, arising out of or based upon the deposit agreement or transactions contemplated thereby, may only be instituted in a state or federal court in New York, New York, and you irrevocably waive any objection which you may have to the laying of venue of any such proceeding and irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

The following is a summary of what we believe to be the material terms of the deposit agreement. Notwithstanding this, because it is a summary, it may not contain all the information that you may otherwise deem important. For more complete information, you should read the entire deposit agreement and the form of ADR which contains the terms of your ADSs. You can read a copy of the deposit agreement which is filed as an exhibit to the registration statement of which this prospectus forms a part. You may also obtain a copy of the deposit agreement at the SEC’s Public Reference Room which is located at 100 F Street, NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-732-0330. You may also find the registration statement and the attached deposit agreement on the SEC’s website at http://www.sec.gov.

Share Dividends and Other Distributions

How will I receive dividends and other distributions on the shares underlying my ADSs?

We may make various types of distributions with respect to our securities. The depositary has agreed that, to the extent practicable, it will pay to you the cash dividends or other distributions it or the custodian receives on

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shares or other deposited securities, after converting any cash received into U.S. dollars (if it determines such conversion may be made on a reasonable basis) and, in all cases, making any necessary deductions provided for in the deposit agreement. The depositary may utilize a division, branch or affiliate of JPMorgan Chase Bank, N.A. to direct, manage and/or execute any public and/or private sale of securities under the deposit agreement. Such division, branch and/or affiliate may charge the depositary a fee in connection with such sales, which fee is considered an expense of the depositary. You will receive these distributions in proportion to the number of underlying securities that your ADSs represent.

Except as stated below, the depositary will deliver such distributions to ADR holders in proportion to their interests in the following manner:

• Cash. The depositary will distribute any U.S. dollars available to it resulting from a cash dividend or other cash distribution or the net proceeds of sales of any other distribution or portion thereof (to the extent applicable), on an averaged or other practicable basis, subject to (i) appropriate adjustments for taxes withheld, (ii) such distribution being impermissible or impracticable with respect to certain registered ADR holders, and (iii) deduction of the depositary’s and/or its agents’ expenses in (1) converting any foreign currency to U.S. dollars to the extent that it determines that such conversion may be made on a reasonable basis, (2) transferring foreign currency or U.S. dollars to the United States by such means as the depositary may determine to the extent that it determines that such transfer may be made on a reasonable basis, (3) obtaining any approval or license of any governmental authority required for such conversion or transfer, which is obtainable at a reasonable cost and within a reasonable time and (4) making any sale by public or private means in any commercially reasonable manner. If exchange rates fluctuate during a time when the depositary cannot convert a foreign currency, you may lose some or all of the value of the distribution.

• Shares. In the case of a distribution in shares, the depositary will issue additional ADRs to evidence the number of ADSs representing such shares. Only whole ADSs will be issued. Any shares which would result in fractional ADSs will be sold and the net proceeds will be distributed in the same manner as cash to the ADR holders entitled thereto.

• Rights to receive additional shares. In the case of a distribution of rights to subscribe for additional shares or other rights, if we timely provide evidence satisfactory to the depositary that it may lawfully distribute such rights, the depositary will distribute warrants or other instruments in the discretion of the depositary representing such rights. However, if we do not timely furnish such evidence, the depositary may:

• sell such rights if practicable and distribute the net proceeds in the same manner as cash to the ADR holders entitled thereto; or

• if it is not practicable to sell such rights by reason of the non-transferability of the rights, limited markets therefor, their short duration or otherwise, do nothing and allow such rights to lapse, in which case ADR holders will receive nothing and the rights may lapse.

We have no obligation to file a registration statement under the Securities Act in order to make any rights available to ADR holders.

• Other Distributions. In the case of a distribution of securities or property other than those described above, the depositary may either (i) distribute such securities or property in any manner it deems equitable and practicable or (ii) to the extent the depositary deems distribution of such securities or property not to be equitable and practicable, sell such securities or property and distribute any net proceeds in the same way it distributes cash.

• Elective Distributions. In the case of a dividend payable at the election of our shareholders in cash or in additional shares, we will notify the depositary at least 30 days prior to the proposed distribution

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stating whether or not we wish such elective distribution to be made available to ADR holders. The depositary shall make such elective distribution available to ADR holders only if (i) we shall have timely requested that the elective distribution is available to ADR holders, (ii) the depositary shall have determined that such distribution is reasonably practicable and (iii) the depositary shall have received satisfactory documentation within the terms of the deposit agreement including any legal opinions of counsel that the depositary in its reasonable discretion may request. If the above conditions are not satisfied, the depositary shall, to the extent permitted by law, distribute to the ADR holders, on the basis of the same determination as is made in the local market in respect of the shares for which no election is made, either (x) cash or (y) additional ADSs representing such additional shares. If the above conditions are satisfied, the depositary shall establish procedures to enable ADR holders to elect the receipt of the proposed dividend in cash or in additional ADSs. There can be no assurance that ADR holders generally, or any ADR holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of shares.

If the depositary determines in its discretion that any distribution described above is not practicable with respect to any specific registered ADR holder, the depositary may choose any method of distribution that it deems practicable for such ADR holder, including the distribution of foreign currency, securities or property, or it may retain such items, without paying interest on or investing them, on behalf of the ADR holder as deposited securities, in which case the ADSs will also represent the retained items.

Any U.S. dollars will be distributed by checks drawn on a bank in the United States for whole dollars and cents. Fractional cents will be withheld without liability and dealt with by the depositary in accordance with its then current practices.

The depositary is not responsible if it decides that it is unlawful or not reasonably practicable to make a distribution available to any ADR holders.

There can be no assurance that the depositary will be able to convert any currency at a specified exchange rate or sell any property, rights, shares or other securities at a specified price, nor that any of such transactions can be completed within a specified time period. All purchases and sales of securities will be handled by the Depositary in accordance with its then current policies, which are currently set forth in the “Depositary Receipt Sale and Purchase of Security” section of https://www.adr.com/Investors/FindOutAboutDRs, the location and contents of which the Depositary shall be solely responsible for.

Deposit, Withdrawal and Cancellation

How does the depositary issue ADSs?

The depositary will issue ADSs if you or your broker deposit shares or evidence of rights to receive shares with the custodian and pay the fees and expenses owing to the depositary in connection with such issuance. In the case of the ADSs to be issued under this prospectus, we will arrange with the underwriters named herein to deposit such shares.

Shares deposited in the future with the custodian must be accompanied by certain delivery documentation and shall, at the time of such deposit, be registered in the name of JPMorgan Chase Bank, N.A., as depositary for the benefit of holders of ADRs or in such other name as the depositary shall direct.

The custodian will hold all deposited shares (including those being deposited by or on our behalf in connection with the offering to which this prospectus relates) for the account of the depositary. ADR holders thus have no direct ownership interest in the shares and only have such rights as are contained in the deposit agreement. The custodian will also hold any additional securities, property and cash received on or in substitution for the deposited shares. The deposited shares and any such additional items are referred to as “deposited securities”.

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Upon each deposit of shares, receipt of related delivery documentation and compliance with the other provisions of the deposit agreement, including the payment of the fees and charges of the depositary and any taxes or other fees or charges owing, the depositary will issue an ADR or ADRs in the name or upon the order of the person entitled thereto evidencing the number of ADSs to which such person is entitled. All of the ADSs issued will, unless specifically requested to the contrary, be part of the depositary’s direct registration system, and a registered holder will receive periodic statements from the depositary which will show the number of ADSs registered in such holder’s name. An ADR holder can request that the ADSs not be held through the depositary’s direct registration system and that a certificated ADR be issued.

How do ADR holders cancel an ADS and obtain deposited securities?

When you turn in your ADR certificate at the depositary’s office, or when you provide proper instructions and documentation in the case of direct registration ADSs, the depositary will, upon payment of certain applicable fees, charges and taxes, deliver the underlying shares to you or upon your written order. Delivery of deposited securities in certificated form will be made at the custodian’s office. At your risk, expense and request, the depositary may deliver deposited securities at such other place as you may request.

The depositary may only restrict the withdrawal of deposited securities in connection with:

• temporary delays caused by closing our transfer books or those of the depositary or the deposit of shares in connection with voting at a shareholders’ meeting, or the payment of dividends;

• the payment of fees, taxes and similar charges; or

• compliance with any U.S. or foreign laws or governmental regulations relating to the ADRs or to the withdrawal of deposited securities.

This right of withdrawal may not be limited by any other provision of the deposit agreement.

Record Dates

The depositary may, after consultation with us if practicable, fix record dates for the determination of the registered ADR holders who will be entitled (or obligated, as the case may be):

• to receive any distribution on or in respect of shares,

• to give instructions for the exercise of voting rights at a meeting of holders of shares, or

• to pay the fee assessed by the depositary for administration of the ADR program and for any expenses as provided for in the ADR,

• to receive any notice or to act in respect of other matters

all subject to the provisions of the deposit agreement.

Voting Rights

How do I vote?

If you are an ADR holder and the depositary asks you to provide it with voting instructions, you may instruct the depositary how to exercise the voting rights for the shares which underlie your ADSs. As soon as practicable after receiving notice of any meeting or solicitation of consents or proxies from us, the depositary will distribute to the registered ADR holders a notice stating such information as is contained in the voting materials received by the depositary and describing how you may instruct the depositary to exercise the voting rights for the shares which underlie your ADSs, including instructions for giving a discretionary proxy to a person designated by us. For instructions to be valid, the depositary must receive them in the manner and on or before

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the date specified. The depositary will try, as far as is practical, subject to the provisions of and governing the underlying shares or other deposited securities, to vote or to have its agents vote the shares or other deposited securities as you instruct. The depositary will only vote or attempt to vote as you instruct. Holders are strongly encouraged to forward their voting instructions to the depositary as soon as possible. Voting instructions will not be deemed to be received until such time as the ADR department responsible for proxies and voting has received such instructions notwithstanding that such instructions may have been physically received by the depositary prior to such time. The depositary will not itself exercise any voting discretion. Furthermore, neither the depositary nor its agents are responsible for any failure to carry out any voting instructions, for the manner in which any vote is cast or for the effect of any vote. Notwithstanding anything contained in the deposit agreement or any ADR, the depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of deposited securities, distribute to the registered holders of ADRs a notice that provides such holders with, or otherwise publicizes to such holders, instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials).

We have advised the depositary that under the Cayman Islands law and our constituent documents, each as in effect as of the date of the deposit agreement, voting at any meeting of shareholders is by show of hands unless a poll is (before or on the declaration of the results of the show of hands) demanded. In the event that voting on any resolution or matter is conducted on a show of hands basis in accordance with our constituent documents, the depositary will refrain from voting and the voting instructions (or the deemed voting instructions, as set out above) received by the depositary from holders shall lapse. The depositary will not demand a poll or join in demanding a poll, whether or not requested to do so by holders of ADSs. There is no guarantee that you will receive voting materials in time to instruct the depositary to vote and it is possible that you, or persons who hold their ADSs through brokers, dealers or other third parties, will not have the opportunity to exercise a right to vote.

Reports and Other Communications

Will ADR holders be able to view our reports?

The depositary will make available for inspection by ADR holders at the offices of the depositary and the custodian the deposit agreement, the provisions of or governing deposited securities, and any written communications from us which are both received by the custodian or its nominee as a holder of deposited securities and made generally available to the holders of deposited securities.

Additionally, if we make any written communications generally available to holders of our shares, and we furnish copies thereof (or English translations or summaries) to the depositary, it will distribute the same to registered ADR holders.

Fees and Expenses

What fees and expenses will I be responsible for paying?

The depositary may charge each person to whom ADSs are issued, including, without limitation, issuances against deposits of shares, issuances in respect of share distributions, rights and other distributions, issuances pursuant to a stock dividend or stock split declared by us or issuances pursuant to a merger, exchange of securities or any other transaction or event affecting the ADSs or deposited securities, and each person surrendering ADSs for withdrawal of deposited securities or whose ADRs are cancelled or reduced for any other reason, US$5.00 for each 100 ADSs (or any portion thereof) issued, delivered, reduced, cancelled or surrendered, as the case may be. The depositary may sell (by public or private sale) sufficient securities and property received in respect of a share distribution, rights and/or other distribution prior to such deposit to pay such charge.

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The following additional charges shall be incurred by the ADR holders, by any party depositing or withdrawing shares or by any party surrendering ADSs and/or to whom ADSs are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by us or an exchange of stock regarding the ADSs or the deposited securities or a distribution of ADSs), whichever is applicable:

• a fee of US$1.50 per ADR or ADRs for transfers of certificated or direct registration ADRs;

• a fee of up to US$0.05 per ADS for any cash distribution made pursuant to the deposit agreement;

• a fee of up to US$0.05 per ADS per calendar year (or portion thereof) for services performed by the depositary in administering the ADRs (which fee may be charged on a periodic basis during each calendar year and shall be assessed against holders of ADRs as of the record date or record dates set by the depositary during each calendar year and shall be payable in the manner described in the next succeeding provision);

• a fee for the reimbursement of such fees, charges and expenses as are incurred by the depositary and/or any of its agents (including, without limitation, the custodian and expenses incurred on behalf of holders in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in connection with the servicing of the shares or other deposited securities, the sale of securities (including, without limitation, deposited securities), the delivery of deposited securities or otherwise in connection with the depositary’s or its custodian’s compliance with applicable law, rule or regulation (which fees and charges shall be assessed on a proportionate basis against holders as of the record date or dates set by the depositary and shall be payable at the sole discretion of the depositary by billing such holders or by deducting such charge from one or more cash dividends or other cash distributions);

• a fee for the distribution of securities (or the sale of securities in connection with a distribution), such fee being in an amount equal to the US$0.05 per ADS issuance fee for the execution and delivery of ADSs which would have been charged as a result of the deposit of such securities (treating all such securities as if they were shares) but which securities or the net cash proceeds from the sale thereof are instead distributed by the depositary to those holders entitled thereto;

• stock transfer or other taxes and other governmental charges;

• cable, telex and facsimile transmission and delivery charges incurred at your request in connection with the deposit or delivery of shares;

• transfer or registration fees for the registration of transfer of deposited securities on any applicable register in connection with the deposit or withdrawal of deposited securities;

• in connection with the conversion of foreign currency into U.S. dollars, JPMorgan Chase Bank, N.A. (“JPMorgan”) shall deduct out of such foreign currency the fees, expenses and other charges charged by it and/or its agent (which may be a division, branch or affiliate) so appointed in connection with such conversion; and

• fees of any division, branch or affiliate of the depositary utilized by the depositary to direct, manage and/or execute any public and/or private sale of securities under the deposit agreement.

JPMorgan and/or its agent may act as principal for such conversion of foreign currency. For further details see https://www.adr.com.

We will pay all other charges and expenses of the depositary and any agent of the depositary (except the custodian) pursuant to agreements from time to time between us and the depositary. The charges described above may be amended from time to time by agreement between us and the depositary.

Our depositary has agreed to reimburse us for certain expenses we incur that are related to establishment and maintenance of the ADR program upon such terms and conditions as we and the depositary may agree from

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time to time. The Depositary may make available to us a set amount or a portion of the depositary fees charged in respect of the ADR program or otherwise upon such terms and conditions as we and the Depositary may agree from time to time. The depositary collects its fees for issuance and cancellation of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions, or by directly billing investors, or by charging the book-entry system accounts of participants acting for them. The depositary will generally set off the amounts owing from distributions made to holders of ADSs. If, however, no distribution exists and payment owing is not timely received by the depositary, the depositary may refuse to provide any further services to holders that have not paid those fees and expenses owing until such fees and expenses have been paid. At the discretion of the depositary, all fees and charges owing under the deposit agreement are due in advance and/or when declared owing by the depositary.

The fees and charges you may be required to pay may vary over time and may be changed by us and by the depositary. You will receive prior notice of the increase in any such fees and charges.

Payment of Taxes

ADR holders must pay any tax or other governmental charge payable by the custodian or the depositary on any ADS or ADR, deposited security or distribution. If an ADR holder owes any tax or other governmental charge, the depositary may (i) deduct the amount thereof from any cash distributions, or (ii) sell deposited securities (by public or private sale) and deduct the amount owing from the net proceeds of such sale. In either case the ADR holder remains liable for any shortfall. Additionally, if any taxes or other governmental charges (including any penalties and/or interest) shall become payable by or on behalf of the custodian or the depositary with respect to any ADR, any deposited securities represented by the ADSs evidenced thereby or any distribution thereon, including, without limitation, any Chinese Enterprise Income Tax owing if the Circular Guoshuifa [2009] No. 82 issued by the Chinese State Administration of Taxation (SAT) or any other circular, edict, order or ruling, as issued and as from time to time amended, is applied or otherwise, such tax or other governmental charge shall be paid by the holder thereof to the depositary and by holding or having held an ADR the holder and all prior holders thereof, jointly and severally, agree to indemnify, defend and save harmless each of the depositary and its agents in respect thereof. If any tax or governmental charge is unpaid, the depositary may also refuse to effect any registration, registration of transfer, split-up or combination of deposited securities or withdrawal of deposited securities until such payment is made. If any tax or governmental charge is required to be withheld on any cash distribution, the depositary may deduct the amount required to be withheld from any cash distribution or, in the case of a non-cash distribution, sell the distributed property or securities (by public or private sale) to pay such taxes and distribute any remaining net proceeds or the balance of any such property after deduction of such taxes to the ADR holders entitled thereto.

By holding an ADR or an interest therein, you will be agreeing to indemnify us, the depositary, its custodian and any of our or their respective officers, directors, employees, agents and affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained.

Reclassifications, Recapitalizations and Mergers

If we take certain actions that affect the deposited securities, including (i) any change in par value, split-up, consolidation, cancellation or other reclassification of deposited securities or (ii) any distributions of shares or other property not made to holders of ADRs or (iii) any recapitalization, reorganization, merger, consolidation, liquidation, receivership, bankruptcy or sale of all or substantially all of our assets, then the depositary may choose to, and shall if reasonably requested by us:

(1) amend the form of ADR;

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(2) distribute additional or amended ADRs;

(3) distribute cash, securities or other property it has received in connection with such actions;

(4) sell any securities or property received and distribute the proceeds as cash; or

(5) none of the above.

If the depositary does not choose any of the above options, any of the cash, securities or other property it receives will constitute part of the deposited securities and each ADS will then represent a proportionate interest in such property.

Amendment and Termination

How may the deposit agreement be amended?

We may agree with the depositary to amend the deposit agreement and the ADSs without your consent for any reason. ADR holders must be given at least 30 days notice of any amendment that imposes or increases any fees or charges (other than stock transfer or other taxes and other governmental charges, transfer or registration fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or otherwise prejudices any substantial existing right of ADR holders. Such notice need not describe in detail the specific amendments effectuated thereby, but must identify to ADR holders a means to access the text of such amendment. If an ADR holder continues to hold an ADR or ADRs after being so notified, such ADR holder is deemed to agree to such amendment and to be bound by the deposit agreement as so amended. Notwithstanding the foregoing, if any governmental body or regulatory body should adopt new laws, rules or regulations which would require amendment or supplement of the deposit agreement or the form of ADR to ensure compliance therewith, we and the depositary may amend or supplement the deposit agreement and the ADR at any time in accordance with such changed laws, rules or regulations, which amendment or supplement may take effect before a notice is given or within any other period of time as required for compliance. No amendment, however, will impair your right to surrender your ADSs and receive the underlying securities, except in order to comply with mandatory provisions of applicable law.

How may the deposit agreement be terminated?

The depositary may, and shall at our written direction, terminate the deposit agreement and the ADRs by mailing notice of such termination to the registered holders of ADRs at least 30 days prior to the date fixed in such notice for such termination; provided, however, if the depositary shall have (i) resigned as depositary under the deposit agreement, notice of such termination by the depositary shall not be provided to registered holders unless a successor depositary shall not be operating under the deposit agreement within 60 days of the date of such resignation, and (ii) been removed as depositary under the deposit agreement, notice of such termination by the depositary shall not be provided to registered holders of ADRs unless a successor depositary shall not be operating under the deposit agreement on the 120^th day after our notice of removal was first provided to the depositary. After the date so fixed for termination, (a) all Direct Registration ADRs shall cease to be eligible for the Direct Registration System and shall be considered ADRs issued on the ADR Register and (b) the depositary shall use its reasonable efforts to ensure that the ADSs cease to be DTC eligible so that neither DTC nor any of its nominees shall thereafter be a registered holder of ADRs. At such time as the ADSs cease to be DTC eligible and/or neither DTC nor any of its nominees is a registered holder of ADRs, the depositary shall (a) instruct its custodian to deliver all shares to us along with a general stock power that refers to the names set forth on the ADR Register and (b) provide us with a copy of the ADR Register. Upon receipt of such shares and the ADR Register, we have agreed to use our best efforts to issue to each registered holder a Share certificate representing the Shares represented by the ADSs reflected on the ADR Register in such registered holder’s name and to deliver such Share certificate to the registered holder at the address set forth on the ADR Register. After providing such instruction to the custodian and delivering a copy of the ADR Register to us, the depositary and its agents will perform no further acts under the Deposit Agreement and the ADRs and shall cease to have any obligations under the Deposit Agreement and/or the ADRs.

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Limitations on Obligations and Liability to ADR holders

Limits on our obligations and the obligations of the depositary; limits on liability to ADR holders and holders of ADSs

Prior to the issue, registration, registration of transfer, split-up, combination, or cancellation of any ADRs, or the delivery of any distribution in respect thereof, and from time to time in the case of the production of proofs as described below, we or the depositary or its custodian may require:

• payment with respect thereto of (i) any stock transfer or other tax or other governmental charge, (ii) any stock transfer or registration fees in effect for the registration of transfers of shares or other deposited securities upon any applicable register and (iii) any applicable fees and expenses described in the deposit agreement;

• the production of proof satisfactory to it of (i) the identity of any signatory and genuineness of any signature and (ii) such other information, including without limitation, information as to citizenship, residence, exchange control approval, beneficial ownership of any securities, compliance with applicable law, regulations, provisions of or governing deposited securities and terms of the deposit agreement and the ADRs, as it may deem necessary or proper; and

• compliance with such regulations as the depositary may establish consistent with the deposit agreement.

The issuance of ADRs, the acceptance of deposits of shares, the registration, registration of transfer, split-up or combination of ADRs or the withdrawal of shares, may be suspended, generally or in particular instances, when the ADR register or any register for deposited securities is closed or when any such action is deemed advisable by the depositary; provided that the ability to withdraw shares may only be limited under the following circumstances: (i) temporary delays caused by closing transfer books of the depositary or our transfer books or the deposit of shares in connection with voting at a shareholders’ meeting, or the payment of dividends, (ii) the payment of fees, taxes, and similar charges, and (iii) compliance with any laws or governmental regulations relating to ADRs or to the withdrawal of deposited securities.

The deposit agreement expressly limits the obligations and liability of the depositary, ourselves and our respective agents, provided, however, that no such disclaimer of liability under the Securities Act of 1933 is intended by any of the limitations of liabilities provisions of the deposit agreement. In the deposit agreement it provides that neither we nor the depositary nor any such agent will be liable if:

• any present or future law, rule, regulation, fiat, order or decree of the United States, the Cayman Islands, the People’s Republic of China or any other country, or of any governmental or regulatory authority or securities exchange or market or automated quotation system, the provisions of or governing any deposited securities, any present or future provision of our charter, any act of God, war, terrorism, nationalization or other circumstance beyond our, the depositary’s or our respective agents’ control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the deposit agreement or the ADRs provide shall be done or performed by us, the depositary or our respective agents (including, without limitation, voting);

• it exercises or fails to exercise discretion under the deposit agreement or the ADR including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable;

• it performs its obligations under the deposit agreement and ADRs without gross negligence or willful misconduct;

• it takes any action or refrains from taking any action in reliance upon the advice of or information from legal counsel, accountants, any person presenting shares for deposit, any registered holder of ADRs, or any other person believed by it to be competent to give such advice or information; or

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• it relies upon any written notice, request, direction, instruction or document believed by it to be genuine and to have been signed, presented or given by the proper party or parties.

Neither the depositary nor its agents have any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any deposited securities or the ADRs. We and our agents shall only be obligated to appear in, prosecute or defend any action, suit or other proceeding in respect of any deposited securities or the ADRs, which in our opinion may involve us in expense or liability, if indemnity satisfactory to us against all expense (including fees and disbursements of counsel) and liability is furnished as often as may be required. The depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the deposit agreement, any registered holder or holders of ADRs, any ADRs or otherwise related to the deposit agreement or ADRs to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The depositary shall not be liable for the acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. Furthermore, the depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any custodian that is not a branch or affiliate of JPMorgan Chase Bank, N.A. Notwithstanding anything to the contrary contained in the deposit agreement or any ADRs, the depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the custodian except to the extent that the custodian committed fraud or willful misconduct in the provision of custodial services to the depositary or (ii) failed to use reasonable care in the provision of custodial services to the depositary as determined in accordance with the standards prevailing in the jurisdiction in which the custodian is located. The depositary and the custodian(s) may use third party delivery services and providers of information regarding matters such as pricing, proxy voting, corporate actions, class action litigation and other services in connection with the ADRs and the deposit agreement, and use local agents to provide extraordinary services such as attendance at annual meetings of issuers of securities. Although the depositary and the custodian will use reasonable care (and cause their agents to use reasonable care) in the selection and retention of such third party providers and local agents, they will not be responsible for any errors or omissions made by them in providing the relevant information or services. The depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale.

The depositary has no obligation to inform ADR holders or other holders of an interest in any ADSs about the requirements of Cayman Islands or People’s Republic of China law, rules or regulations or any changes therein or thereto.

Additionally, none of us, the depositary or the custodian shall be liable for the failure by any registered holder of ADRs or beneficial owner therein to obtain the benefits of credits on the basis of non-U.S. tax paid against such holder’s or beneficial owner’s income tax liability. Neither we nor the depositary shall incur any liability for any tax consequences that may be incurred by holders or beneficial owners on account of their ownership of ADRs or ADSs.

Neither the depositary nor its agents will be responsible for any failure to carry out any instructions to vote any of the deposited securities, for the manner in which any such vote is cast or for the effect of any such vote. The depositary may rely upon instructions from us or our counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The depositary shall not incur any liability for the content of any information submitted to it by us or on our behalf for distribution to ADR holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the deposited securities, for the validity or worth of the deposited securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the deposit agreement or for the failure or timeliness of any notice from us. The depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the depositary or in connection with any matter arising wholly after the

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removal or resignation of the depositary, provided that in connection with the issue out of which such potential liability arises the depositary performed its obligations without negligence while it acted as depositary. Neither the depositary nor any of its agents shall be liable to registered holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, or lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought.

In the deposit agreement each party thereto (including, for avoidance of doubt, each holder and beneficial owner and/or holder of interests in ADRs) irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any suit, action or proceeding against the depositary and/or us directly or indirectly arising out of or relating to the shares or other deposited securities, the ADSs or the ADRs, the deposit agreement or any transaction contemplated therein, or the breach thereof (whether based on contract, tort, common law or any other theory).

The depositary and its agents may own and deal in any class of our securities and in ADSs.

Disclosure of Interest in ADSs

To the extent that the provisions of or governing any deposited securities may require disclosure of or impose limits on beneficial or other ownership of deposited securities, other shares and other securities and may provide for blocking transfer, voting or other rights to enforce such disclosure or limits, you agree to comply with all such disclosure requirements and ownership limitations and to comply with any reasonable instructions we may provide in respect thereof. We reserve the right to instruct you to deliver your ADSs for cancellation and withdrawal of the deposited securities so as to permit us to deal with you directly as a holder of shares and, by holding an ADS or an interest therein, you will be agreeing to comply with such instructions.

Books of Depositary

The depositary or its agent will maintain a register for the registration, registration of transfer, combination and split-up of ADRs, which register shall include the depositary’s direct registration system. Registered holders of ADRs may inspect such records at the depositary’s office at all reasonable times, but solely for the purpose of communicating with other holders in the interest of the business of our company or a matter relating to the deposit agreement. Such register may be closed from time to time, when deemed expedient by the depositary.

The depositary will maintain facilities for the delivery and receipt of ADRs.

Pre-release of ADSs

In its capacity as depositary, the depositary shall not lend shares or ADSs; provided, however, that the depositary may issue ADSs prior to the receipt of shares (a “pre-release”). The depositary may receive ADSs in lieu of shares (which ADSs will promptly be canceled by the depositary upon receipt by the depositary). Each such pre-release will be subject to a written agreement whereby the person or entity (the “applicant”) to whom ADSs or shares are to be delivered (a) represents that at the time of the pre-release the applicant or its customer owns the shares or ADSs that are to be delivered by the applicant under such pre-release, (b) agrees to indicate the depositary as owner of such shares or ADSs in its records and to hold such shares or ADSs in trust for the depositary until such shares or ADSs are delivered to the depositary or the custodian, (c) unconditionally guarantees to deliver to the depositary or the custodian, as applicable, such shares or ADSs, and (d) agrees to any additional restrictions or requirements that the depositary deems appropriate. Each such pre-release will be at all times fully collateralized with cash, U.S. government securities or such other collateral as the depositary deems appropriate, terminable by the depositary on not more than five (5) business days’ notice and subject to such further indemnities and credit regulations as the depositary deems appropriate. The depositary will normally limit the number of ADSs and shares involved in such pre-release at any one time to thirty percent (30%) of the ADSs

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outstanding (without giving effect to pre-released ADSs), provided, however, that the depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. The depositary may also set limits with respect to the number of ADSs and shares involved in pre-release with any one person on a case-by-case basis as it deems appropriate. The depositary may retain for its own account any compensation received by it in conjunction with the foregoing. Collateral provided in connection with pre-release transactions, but not the earnings thereon, shall be held for the benefit of the ADR holders (other than the applicant).

Appointment

In the deposit agreement, each registered holder of ADRs and each person holding an interest in ADSs, upon acceptance of any ADSs (or any interest therein) issued in accordance with the terms and conditions of the deposit agreement will be deemed for all purposes to:

• be a party to and bound by the terms of the deposit agreement and the applicable ADR or ADRs, and

• appoint the depositary its attorney-in-fact, with full power to delegate, to act on its behalf and to take any and all actions contemplated in the deposit agreement and the applicable ADR or ADRs, to adopt any and all procedures necessary to comply with applicable laws and to take such action as the depositary in its sole discretion may deem necessary or appropriate to carry out the purposes of the deposit agreement and the applicable ADR and ADRs, the taking of such actions to be the conclusive determinant of the necessity and appropriateness thereof.

Governing Law

The deposit agreement and the ADRs shall be governed by and construed in accordance with the laws of the State of New York. In the deposit agreement, we have submitted to the jurisdiction of the courts of the State of New York and appointed an agent for service of process on our behalf. Notwithstanding the foregoing, (i) any action based on the deposit agreement or the transactions contemplated thereby may be instituted by the depositary and holders in any competent court in the Cayman Islands, Hong Kong, the People’s Republic of China and/or the United States, (ii) the depositary may, in its sole discretion, elect to institute any action, controversy, claim or dispute directly or indirectly based on, arising out of or relating to the deposit agreement or the ADRs or the transactions contemplated thereby, including without limitation any question regarding its or their existence, validity, interpretation, performance or termination, against any other party or parties to the deposit agreement (including, without limitation, against ADR holders and owners of interests in ADSs), by having the matter referred to and finally resolved by an arbitration conducted under the terms described below, and (iii) the depositary may in its sole discretion require that any action, controversy, claim, dispute, legal suit or proceeding brought against the depositary by any party or parties to the deposit agreement (including, without limitation, by ADR holders and owners of interests in ADSs) shall be referred to and finally settled by an arbitration conducted under the terms described below; provided, however, to the extent there are securities law violation aspects to any claims against the depositary brought by any holder, the securities law violation aspects to such claims brought by a holder against the depositary may, at the option of such holder, remain in state or federal court in New York, New York and all other aspects, claims, disputes, legal suits, actions and/or proceedings brought by such holder against the depositary, including those brought along with, or in addition to, securities law violation claims, would be referred to arbitration. Any such arbitration shall be conducted in the English language either in New York, New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association or in Hong Kong following the arbitration rules of the United Nations Commission on International Trade Law (UNCITRAL).

By holding an ADS or an interest therein, registered holders of ADRs and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving us or the depositary, arising out of or based upon the deposit agreement or the transactions contemplated thereby, may only be instituted in a state or federal court in New York, New York, and each irrevocably waives any objection which it may have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

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SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, assuming no exercise of the underwriters’ option to purchase additional ADSs, we will have outstanding              ADSs representing approximately         % of our ordinary shares in issue. All of the ADSs sold in this offering will be freely transferable by persons other than our “affiliates” (as that term is defined in Rule 144 under the Securities Act) without restriction or further registration under the Securities Act. Sales of substantial amounts of our ADSs in the public market could materially and adversely affect prevailing market prices of our ADSs. Prior to this offering, there has been no public market for our ordinary shares or the ADSs. We intend to apply for the listing of our ADSs on the NASDAQ Global Market. However, we cannot assure you that a regular trading market will develop in the ADSs. We do not expect that a trading market will develop for our ordinary shares not represented by the ADSs.

Lock-Up Agreements

We have agreed, for a period of 180 days after the date of this prospectus, not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, lend or otherwise dispose of, except in this offering, any of our ordinary shares or ADSs or securities that are substantially similar to our ordinary shares or ADSs, including but not limited to any options or warrants to purchase our ordinary shares, ADSs or any securities that are convertible into or exchangeable for, or that represent the right to receive, our ordinary shares, ADSs or any such substantially similar securities (other than pursuant to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date such lock-up agreement was executed), without the prior written consent of the representatives of the underwriters.

Furthermore, each of our directors, executive officers, existing shareholders and option holders has also entered into a similar lock-up agreement for a period of 180 days from the date of this prospectus, subject to certain exceptions, with respect to our ordinary shares, ADSs and securities that are substantially similar to our ordinary shares or ADSs. These restrictions also apply to any ADSs acquired by our directors and executive officers in the offering pursuant to the directed share program, if any. These parties collectively own all of our outstanding ordinary shares, without giving effect to this offering.

The restrictions described in the preceding paragraphs will be automatically extended under certain circumstances. See “Underwriting.”

Other than this offering, we are not aware of any plans by any significant shareholders to dispose of significant numbers of our ADSs or ordinary shares. However, one or more existing shareholders or owners of securities convertible or exchangeable into or exercisable for our ADSs or ordinary shares may dispose of significant numbers of our ADSs or ordinary shares in the future. We cannot predict what effect, if any, future sales of our ADSs or ordinary shares, or the availability of ADSs or ordinary shares for future sale, will have on the trading price of our ADSs from time to time. Sales of substantial amounts of our ADSs or ordinary shares in the public market, or the perception that these sales could occur, could adversely affect the trading price of our ADSs.

Rule 144

All of our ordinary shares outstanding prior to this offering and ordinary shares to be issued upon automatic conversion of our Series A, B, C1, C2 and D convertible redeemable preferred shares upon the completion of this offering are “restricted shares” as that term is defined in Rule 144 under the Securities Act and may be sold publicly in the United States only if they are subject to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirement such as those provided by Rule 144 and Rule 701 promulgated under the Securities Act. In general, under Rule 144 as currently in effect, beginning 90 days after the date of this prospectus a person (or persons whose shares are aggregated) who has beneficially owned

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our restricted shares for at least six months, is entitled to sell the restricted securities without registration under the Securities Act, subject to certain restrictions. Persons who are our affiliates may sell within any three months period a number of restricted shares that does not exceed the greater of the following:

• 1% of our then total outstanding ordinary shares, in the form of ADSs or otherwise, which will equal approximately              ordinary shares immediately after this offering; or

• the average weekly trading volume of our ordinary shares in the form of ADSs or otherwise, during the four calendar weeks preceding the date on which notice of the sale is filed with the Securities and Exchange Commission.

Sales under Rule 144 must be made through unsolicited transactions. They are also subject to other manner of sale provisions, notice requirements and the availability of current public information about us. Persons who are not our affiliates and have beneficially owned our restricted shares for more than six months but not more than one year may sell the restricted shares without registration under the Securities Act, subject to the availability of current public information about us. Persons who are not our affiliates and have beneficially owned our restricted shares for more than one year may freely sell the restricted shares without registration under the Securities Act. However, these shares would remain subject to lock-up arrangements and would only become eligible for sale when the lock-up period expires.

Rule 701

In general, under Rule 701 of the Securities Act as currently in effect, each of our employees, consultants or advisors who purchases our ordinary shares from us in connection with a compensatory stock or option plan or other written agreement relating to compensation is eligible to resell such ordinary shares 90 days after we became a reporting company under the Exchange Act in reliance on Rule 144, but without compliance with some of the restrictions, including the holding period, contained in Rule 144. However, these shares would remain subject to lock-up arrangements and would only become eligible for sale when the lock-up period expires.

Registration Rights

Upon completion of this offering, holders of our registrable securities will be entitled to request that we register their shares under the Securities Act, following the expiration of the lock-up agreements described above. See “Description of Share Capital—Registration Rights.”

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TAXATION

The following summary of the material Cayman Islands, PRC and U.S. federal income tax consequences of an investment in our ADSs or ordinary shares is based upon laws and relevant interpretations thereof as of the date of this prospectus, all of which are subject to change. This summary does not deal with all possible tax consequences relating to an investment in our ADSs or ordinary shares, such as the tax consequences under state, local and other tax laws not addressed herein.

Cayman Islands Taxation

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution brought within the jurisdiction of, the Cayman Islands. The Cayman Islands is not party to any double tax treaties which are applicable to any payments made by or to our company. There are no exchange control regulations or currency restrictions in the Cayman Islands.

There is no income tax treaty or convention currently in effect between the United States and the Cayman Islands.

People’s Republic of China Taxation

Under the PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside of the PRC with “de facto management body” within the PRC is considered a resident enterprise and will be subject to the enterprise income tax on its global income at the rate of 25%. The implementation rules define the term “de facto management body” as the body that exercises substantial and overall control and management over the business, productions, personnel, accounts and properties of an enterprise. In 2009, the State Administration of Taxation issued a circular, known as Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled offshore incorporated enterprise is located in China. Although this circular only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect the State Administration of Taxation’s general position on how the “de facto management body” text should be applied in determining the tax resident status of all offshore enterprises. According to Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China only if all of the following conditions are met: (i) the primary location of the day-to-day operational management is in the PRC; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in the PRC; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholders minutes, are located or maintained in the PRC; and (iv) at least 50% of voting board members or senior executives habitually reside in the PRC.

We believe that none of Baozun Inc. and its subsidiaries outside of China is a PRC resident enterprise for PRC tax purposes. Baozun Inc. is not controlled by a PRC enterprise or PRC enterprise group and we do not believe that Baozun Inc. meets all of the conditions above. Baozun Inc. is a company incorporated outside the PRC. As a holding company, its key assets are its ownership interests in its subsidiaries, and its key assets and its records (including the resolutions and meeting minutes of its board of directors and the resolutions and meeting minutes of its shareholders) are located and maintained outside the PRC. For the same reasons, we believe our other subsidiaries outside of China are not PRC resident enterprises either. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.”

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The implementation rules of the Enterprise Income Tax Law provide that, (i) if the enterprise that distributes dividends is domiciled in the PRC or (ii) if gains are realized from transferring equity interests of enterprises domiciled in the PRC, then such dividends or capital gains are treated as China-sourced income. It is not clear how “domicile” may be interpreted under the Enterprise Income Tax Law, and it may be interpreted as the jurisdiction where the enterprise is a tax resident. Therefore, if we are considered as a PRC tax resident enterprise for PRC tax purposes, any dividends we pay to our overseas shareholders or ADS holders which are non-resident enterprises as well as gains realized by such shareholders or ADS holders from the transfer of our shares or ADSs may be regarded as China-sourced income and as a result become subject to PRC withholding tax at a rate of up to 10%.

Furthermore, if we are considered a PRC resident enterprise and the competent PRC tax authorities consider dividends we pay with respect to our shares or ADSs and the gains realized from the transfer of our shares or ADSs to be income derived from sources within the PRC, such dividends and gains we pay to our overseas shareholders or ADS holders who are non-resident individuals may be subject to PRC individual income tax at a rate of 20%, unless any such non-resident individuals’ jurisdiction has a tax treaty or arrangement with China that provides for a preferential tax rate or a tax exemption. It is also unclear whether, if we are considered a PRC resident enterprise, holders of our shares or ADSs would be able to claim the benefit of income tax treaties or agreements entered into between China and other countries or areas.

Under Bulletin 7, an “indirect transfer” of assets, including equity interests in a PRC resident enterprise, by non-PRC resident enterprises may be re-characterized and treated as a direct transfer of PRC taxable assets, if such arrangement does not have a reasonable commercial purpose and was established for the purpose of avoiding payment of PRC enterprise income tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax. According to Bulletin 7, “PRC taxable assets” include assets attributed to an establishment in China, immoveable properties located in China, and equity investments in PRC resident enterprises. In respect of an indirect offshore transfer of assets of a PRC establishment, the resulting gain is to be included with the enterprise income tax filing of the PRC establishment or place of business being transferred, and would consequently be subject to PRC enterprise income tax at a rate of 25%. Where the underlying transfer relates to the immoveable properties located in China or to equity investments in a PRC resident enterprise, which is not related to a PRC establishment or place of business of a non-resident enterprise, a PRC enterprise income tax at 10% would apply, subject to available preferential tax treatment under applicable tax treaties or similar arrangements, and the party who is obligated to make the transfer payments has the withholding obligation. Where the payor fails to withhold any or sufficient tax, the transferor shall declare and pay such tax to the tax authority by itself within the statutory time limit. Although it appears that Bulletin 7 was not intended to apply to share transfers of publicly traded companies, there is uncertainty as to the application of Bulletin 7 and we and our non-PRC resident investors may be at risk of being subject to tax filing or withholding obligations under Bulletin 7 and we may be required to spend valuable resources to comply with Bulletin 7 or to establish that we should not be taxed under Bulletin 7. See “Risk Factors—Risks Related to Doing Business in the People’s Republic of China—We and our shareholders face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises or other assets attributed to a Chinese establishment of a non-Chinese company, or immovable properties located in China owned by non-Chinese companies.”

See “Risk Factors—Risks Related to Doing Business in the People’s Republic of China—We may be treated as a resident enterprise for PRC tax purposes under the PRC Enterprise Income Tax Law, and we may therefore be subject to PRC income tax on our global income.” and “Risk Factors—Risks Related to Doing Business in the People’s Republic of China—Dividends payable to our foreign investors and gains on the sale of our ADSs or ordinary shares by our foreign investors may become subject to PRC tax law.”

Material U.S. Federal Income Tax Consequences

The following discussion is a summary of the material U.S. federal income tax consequences of the purchase, ownership and disposition of the ADSs or ordinary shares issued pursuant to this offering, but does not

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purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or foreign tax laws are not discussed. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service (the “IRS”), in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a holder of ADSs or ordinary shares. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the purchase, ownership and disposition of the ADSs or ordinary shares.

This discussion is limited to U.S. Holders (as defined below) that hold our ADSs or ordinary shares as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a U.S. Holder’s particular circumstances, including the impact of the Medicare contribution tax on net investment income. In addition, it does not address consequences relevant to U.S. Holders subject to special rules, including, without limitation:

• persons who own or are deemed to own 10% or more of our voting stock;

• persons subject to the alternative minimum tax;

• persons holding our ADSs or ordinary shares as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment;

• persons whose “functional currency” is not the U.S. dollar;

• banks, insurance companies, and other financial institutions;

• brokers, dealers or traders in securities;

• corporations that accumulate earnings to avoid U.S. federal income tax;

• partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein);

• tax-exempt organizations or governmental organizations;

• persons deemed to sell our ADSs or ordinary shares under the constructive sale provisions of the Code;

• persons who hold or receive our ADSs or ordinary shares pursuant to the exercise of any employee stock option or otherwise as compensation;

• “real estate investment trusts”;

• “regulated investment companies”; and

• tax-qualified retirement plans.

If an entity treated as a partnership for U.S. federal income tax purposes (including corporations electing taxation under subchapter S of the Code) holds our ADSs or ordinary shares, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding our ADSs or ordinary shares and partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

THIS DISCUSSION IS FOR INFORMATION PURPOSES ONLY AND IS NOT TAX ADVICE. YOU SHOULD CONSULT YOUR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR SITUATIONS AS WELL AS

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ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR ADSS OR ORDINARY SHARES ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Definition of a U.S. Holder

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of ADSs or ordinary shares that, for U.S. federal income tax purposes, is or is treated as:

• an individual who is a citizen or resident of the United States;

• a corporation created or organized under the laws of the United States, any state thereof, or the District of Columbia;

• an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

• a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

The discussion below assumes that the representations contained in the deposit agreement are true and that the obligations in the deposit agreement and any related agreement will be complied with in accordance with their terms. If you own ADSs, you generally will be treated as the owner of the underlying ordinary shares represented by those ADSs for U.S. federal income tax purposes. Accordingly, withdrawals of the underlying ordinary shares in exchange for the ADSs generally will not be subject to U.S. federal income tax.

The U.S. Treasury has expressed concerns that intermediaries in the chain of ownership between the holder of a depositary share and the issuer of the security underlying the depositary share may be taking actions that are inconsistent with the beneficial ownership of the underlying security (which may include, for example, pre-releasing ADSs to persons that do not have the beneficial ownership of the securities underlying the ADSs). Accordingly, the creditability of any PRC taxes, or the availability of the reduced tax rate for any dividends received by certain non-corporate U.S. Holders (discussed below), could be affected by actions taken by intermediaries in the chain of ownership between the holders of ADSs and our company if as a result of such actions the holders of ADSs are not properly treated as beneficial owners of underlying ordinary shares.

Taxation of Dividends and Other Distributions on the ADSs or Ordinary Shares

Subject to the PFIC rules discussed below, the gross amount of any distributions we make to you with respect to the ADSs or ordinary shares (including the amount of any taxes withheld therefrom) generally will be includible in your gross income as dividend income on the date of receipt by the depositary, in the case of ADSs, or on the date of receipt by you, in the case of ordinary shares, but only to the extent that the distribution is paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Any such dividends will not be eligible for the dividends-received deduction allowed to corporations in respect of certain dividends received from U.S. corporations. To the extent that the amount of the distribution exceeds our current and accumulated earnings and profits (as determined under U.S. federal income tax principles), such excess amount will be treated first as a tax-free return of your tax basis in your ADSs or ordinary shares, and then, to the extent such excess amount exceeds your tax basis in your ADSs or ordinary shares, as capital gain. We currently do not intend to calculate our earnings and profits under U.S. federal income tax principles. Therefore, you should expect that any distribution we make to you will be reported as a dividend even if such distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above.

With respect to certain non-corporate U.S. Holders, including individual U.S. Holders, any dividends received may be subject to a reduced rate of U.S. federal income tax applicable to “qualified dividend income,” provided that (1) either (a) our ADSs or ordinary shares, with respect to which the dividends are paid, are readily

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tradable on an established securities market in the United States, or (b) we are eligible for the benefits of a qualifying income tax treaty with the United States that includes an exchange of information program, (2) we are neither a PFIC nor treated as such with respect to you for the taxable year in which the dividend is paid and the preceding taxable year (discussed below), and (3) the ADSs or ordinary shares are held for a holding period of more than 60 days during the 121-day period beginning 60 days before the ex-dividend date. Under IRS authority, common or ordinary shares, or depositary shares representing such shares, are considered for the purpose of clause (1) above to be readily tradable on an established securities market in the United States if they are listed on the NASDAQ Global Market, as we expect our ADSs (but not our ordinary shares) will be. If we are treated as a “resident enterprise” for PRC tax purposes (see “Taxation—People’s Republic of China Taxation”), we may be eligible for the benefits of the income tax treaty between the United States and the PRC. You should consult your tax advisors regarding the availability of the lower tax rate applicable to qualified dividend income for any dividends we pay with respect to the ADSs or ordinary shares, as well as the effect of any change in applicable law after the date of this prospectus.

Any dividends we pay with respect to the ADSs or ordinary shares will constitute foreign source income for foreign tax credit limitation purposes. If the dividends are taxed as qualified dividend income (as discussed above), the amount of the dividend taken into account for purposes of calculating the foreign tax credit limitation will in general be limited to the gross amount of the dividend, multiplied by the reduced tax rate applicable to qualified dividend income and divided by the highest tax rate normally applicable to dividends. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, any dividends we pay with respect to the ADSs or ordinary shares will generally constitute “passive category income” but could, in the case of certain U.S. Holders, constitute “general category income.”

If PRC withholding taxes apply to any dividends paid to you with respect to our ADSs or ordinary shares (see “Taxation—People’s Republic of China Taxation”), the amount of the dividend would include the withheld PRC taxes and, subject to certain conditions and limitations, such PRC withholding taxes generally will be treated as foreign taxes eligible for credit against your U.S. federal income tax liability. The rules relating to the determination of the foreign tax credit are complex and you should consult your tax advisors regarding the availability of a foreign tax credit in your particular circumstances, including the effects of any applicable income tax treaties.

Taxation of Disposition of ADSs or Ordinary Shares

You will recognize taxable gain or loss on any sale, exchange or other taxable disposition of ADSs or ordinary shares equal to the difference between the amount realized for the ADSs or ordinary shares and your tax basis in the ADSs or ordinary shares. Subject to the PFIC rules discussed below, the gain or loss generally will be capital gain or loss. If you are a non-corporate U.S. Holder, including an individual U.S. Holder, that has held the ADSs or ordinary shares for more than one year, you may be eligible for reduced U.S. federal income tax rates. The deductibility of capital losses is subject to limitations. Any gain or loss that you recognize on a disposition of ADSs or ordinary shares will generally be treated as U.S. source income or loss for foreign tax credit limitation purposes. However, if we are treated as a “resident enterprise” for PRC tax purposes, we may be eligible for the benefits of the income tax treaty between the United States and the PRC. In such event, if PRC tax were to be imposed on any gain from the disposition of the ADSs or ordinary shares, a U.S. Holder that is eligible for the benefits of the income tax treaty between the United States and the PRC may elect to treat the gain as PRC source income for foreign tax credit purposes. You should consult your tax advisors regarding the proper treatment of gain or loss in your particular circumstances, including the effects of any applicable income tax treaties.

Passive Foreign Investment Company

Based on the current and anticipated valuation of our assets, including goodwill, and composition of our income and assets, we do not expect to be a PFIC for U.S. federal income tax purposes for our taxable year ending December 31, 2015 or in the foreseeable future. However, the application of the PFIC rules is subject to

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uncertainty in several respects, and we cannot assure you that we will not be a PFIC for any taxable year. Because PFIC status is a factual determination for each taxable year that cannot be made until after the close of each such year, our U.S. counsel expresses no opinion with respect to our PFIC status and expresses no opinion with respect to our expectations contained in this paragraph.

A non-U.S. corporation will be a PFIC for U.S. federal income tax purposes for any taxable year if either:

• at least 75% of its gross income for such year is passive income; or

• at least 50% of the value of its assets (based on an average of the quarterly values of the assets) during such year is attributable to assets that produce passive income or are held for the production of passive income.

For this purpose, we will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, more than 25% (by value) of the stock. In applying this rule, while it is not clear, we believe the contractual arrangements between us and our variable interest entity should be treated as ownership of stock.

A separate determination must be made after the close of each taxable year as to whether we were a PFIC for that year. Because the value of our assets for purposes of the PFIC test will generally be determined, in part, by reference to the market price of our ADSs and ordinary shares, fluctuations in the market price of the ADSs and ordinary shares may cause us to become a PFIC. In addition, changes in the composition of our income or assets may cause us to become a PFIC.

If we are a PFIC for any taxable year during which you hold ADSs or ordinary shares, we generally will continue to be treated as a PFIC with respect to you for all succeeding years during which you hold ADSs or ordinary shares, unless we cease to be a PFIC and you make a “deemed sale” election with respect to the ADSs or ordinary shares. If such election is made, you will be deemed to have sold ADSs or ordinary shares you hold at their fair market value on the last day of the last taxable year in which we were a PFIC and any gain from such deemed sale would be subject to the rules described in the following two paragraphs. After the deemed sale election, your ADSs or ordinary shares with respect to which the deemed sale election was made will not be treated as shares in a PFIC unless we subsequently become a PFIC.

For each taxable year that we are treated as a PFIC with respect to you, you will be subject to special tax rules with respect to any “excess distribution” that you receive and any gain you recognize from a sale or other disposition (including a pledge) of the ADSs or ordinary shares, unless you make a “mark-to-market” election as discussed below. Distributions you receive in a taxable year that are greater than 125% of the average annual distributions you received during the shorter of the three preceding taxable years or your holding period for the ADSs or ordinary shares will be treated as an excess distribution. Under these special tax rules:

• the excess distribution or recognized gain will be allocated ratably over your holding period for the ADSs or ordinary shares;

• the amount allocated to the current taxable year, and any taxable years in your holding period prior to the first taxable year in which we were a PFIC, will be treated as ordinary income; and

• the amount allocated to each other taxable year will be subject to the highest tax rate in effect for individuals or corporations, as applicable, for each such year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

The tax liability for amounts allocated to taxable years prior to the year of disposition or excess distribution cannot be offset by any net operating losses for such years, and gains (but not losses) realized on the sale or other disposition of the ADSs or ordinary shares cannot be treated as capital, even if you hold the ADSs or ordinary shares as capital assets.

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If we are a PFIC with respect to you for any taxable year, to the extent any of our subsidiaries are also PFICs or we make direct or indirect equity investments in other entities that are PFICs, you may be deemed to own shares in such lower-tier PFICs that are directly or indirectly owned by us in that proportion which the value of the ADSs or ordinary shares you own bears to the value of all of our ADSs or ordinary shares, as applicable, and you may be subject to the rules described in the preceding two paragraphs with respect to the shares of such lower-tier PFICs that you are deemed to own. You should consult your tax advisors regarding the application of the PFIC rules to any of our subsidiaries. A U.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election for such stock to elect out of the PFIC rules described above regarding excess distributions and recognized gains. If you make a mark-to-market election for the ADSs or ordinary shares, you will include in income for each year we are a PFIC an amount equal to the excess, if any, of the fair market value of the ADSs or ordinary shares as of the close of your taxable year over your adjusted basis in such ADSs or ordinary shares. You will be allowed a deduction for each year we are a PFIC in an amount equal to the excess, if any, of the adjusted basis of the ADSs or ordinary shares over their fair market value as of the close of the taxable year. However, deductions will be allowable only to the extent of any net mark-to-market gains on the ADSs or ordinary shares included in your income for prior taxable years. Amounts included in your income under a mark-to-market election, as well as gain on the actual sale or other disposition of the ADSs or ordinary shares in a year that we are a PFIC, will be treated as ordinary income. Ordinary loss treatment will also apply to the deductible portion of any mark-to-market loss on the ADSs or ordinary shares, as well as to any loss realized on the actual sale or other disposition of the ADSs or ordinary shares in a year that we are a PFIC, to the extent the amount of such loss does not exceed the net mark-to-market gains previously included for such ADSs or ordinary shares. Your basis in the ADSs or ordinary shares will be adjusted to reflect any such income or loss amounts. If you make a mark-to-market election, any distributions we make would generally be subject to the rules discussed above under “—Taxation of Dividends and Other Distributions on the ADSs or Ordinary Shares,” except the lower rate applicable to qualified dividend income would not apply.

The mark-to-market election is available only for “marketable stock,” which is stock that is regularly traded on a qualified exchange or other market, as defined in applicable U.S. Treasury regulations. We intend to apply to list our ADSs on the NASDAQ Global Market, which is a qualified exchange or other market for these purposes. Consequently, if the ADSs are listed on the NASDAQ Global Market and are regularly traded, and you are a holder of ADSs, we expect the mark-to-market election would be available to you if we were to become a PFIC. Because a mark-to-market election cannot be made for equity interests in any lower-tier PFICs that we own, you may continue to be subject to the PFIC rules with respect to any of our subsidiaries that are PFICs or any investments held by us that are treated as an equity interest in a PFIC for U.S. federal income tax purposes. You should consult your tax advisors as to the availability and desirability of a mark-to-market election, as well as the impact of such election on interests in any lower-tier PFICs.

Alternatively, if a non-U.S. corporation is a PFIC, a holder of shares in that corporation may avoid taxation under the PFIC rules described above regarding excess distributions and recognized gains by making a “qualified electing fund” election to include in income its share of the corporation’s income on a current basis. However, you may make a qualified electing fund election with respect to your ADSs or ordinary shares only if we agree to furnish you annually with certain tax information, and we currently do not intend to prepare or provide such information.

Unless otherwise provided by the U.S. Treasury, if we are a PFIC in any taxable year each U.S. Holder is required to file an annual report containing such information as the U.S. Treasury may require. If we are or become a PFIC, you should consult your tax advisor regarding any reporting requirements that may apply to you.

You are strongly urged to consult your tax advisor regarding the application of the PFIC rules to your investment in the ADSs or ordinary shares.

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Information Reporting and Backup Withholding

Any dividend payments with respect to ADSs or ordinary shares and proceeds from the sale, exchange or other taxable disposition of ADSs or ordinary shares may be subject to information reporting to the IRS and possible U.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder that furnishes a correct taxpayer identification number and makes any other required certification or that is otherwise exempt from backup withholding. U.S. Holders that are required to establish their exempt status generally must provide such certification on IRS Form W-9. In addition, certain individuals holding ADSs or ordinary shares other than in an account at a financial institution may be subject to additional information reporting requirements.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS and furnishing any required information in a timely manner.

Under the Hiring Incentives to Restore Employment Act of 2010, certain U.S. Holders are required to report information relating to ADSs or ordinary shares, subject to certain exceptions (including an exception for ADSs or ordinary shares held in accounts maintained by certain financial institutions), by attaching a complete IRS Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which they hold ADSs or ordinary shares. You are urged to consult your own tax advisors regarding information reporting requirements relating to your ownership of the ADSs or ordinary shares.

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UNDERWRITING

Under the terms and subject to the conditions contained in an underwriting agreement dated the date of this prospectus, the underwriters named below, for whom Morgan Stanley & Co. International plc, Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as representatives, have severally agreed to purchase, and we have agreed to sell to them, severally, the number of ADSs indicated below:

Name	Number of ADSs
Morgan Stanley & Co. International plc
Credit Suisse Securities (USA) LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Total

The underwriters and the representatives are collectively referred to as the “underwriters” and the “representatives,” respectively. The underwriters are offering the ADSs subject to their acceptance of the ADSs from us and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the ADSs offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions, including the absence of any material adverse change in our business and the receipt of certain certificates, opinions and letters from us, our counsel and the independent accountants. The underwriters are obligated, severally and not jointly, to take and pay for all of the ADSs offered by this prospectus if any such ADSs are taken. The underwriters are not required, however, to take or pay for the ADSs covered by the underwriters’ over-allotment option to purchase additional ADSs described below. Any offers or sales of the ADSs in the United States will be conducted by registered broker-dealers in the United States.

The underwriters initially propose to offer part of the ADSs directly to the public at the initial public offering price listed on the cover page of this prospectus and part to certain dealers at a price that represents a concession not in excess of US$                     per ADS under the initial public offering price. After the initial offering of the ADSs, the offering price and other selling terms may from time to time be varied by the representatives.

We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to              additional ADSs at the public offering price listed on the cover page of this prospectus less underwriting discounts and commissions. The underwriters may exercise this option for the purpose of covering over-allotments, if any, made in connection with the offering of the ADSs offered by this prospectus. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional ADSs as the number listed next to the underwriter’s name in the preceding table bears to the total number of ADSs listed in the preceding table. If the underwriters’ option is exercised in full, the total price to the public would be US$            , the total underwriters’ discounts and commissions would be US$              and the total proceeds to us (before expenses) would be US$            .

Total underwriting discounts and commissions that we have agreed to pay to the underwriters represent             % of the total amount of the offering. The table below shows the per ADS and total underwriting discounts and commissions that we will pay to the underwriters. The underwriting discounts and commissions are determined by negotiations among us and the underwriters. Among the factors considered in determining the discounts and commissions are the size of the offering, the nature of the security to be offered and the discounts and commissions charged in comparable transactions. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase                      additional ADSs.

Underwriting Discounts and Commissions	No Exercise	Full Exercise
Per ADS	US$	US$
Total by us	US$	US$

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The underwriters have informed us that they do not intend sales to discretionary accounts to exceed five percent of the total number of ADSs offered by them.

The total expenses of the offering payable by us, excluding underwriting discounts and commissions, will be approximately US$              million. Expenses include the SEC and the Financial Industry Regulatory Authority, or FINRA, filing fees, the NASDAQ Global Market listing fee, and printing, legal, accounting and miscellaneous expenses.

We intend to apply for listing the ADSs on the NASDAQ Global Market under the symbol “BZUN.”

We have agreed that, without the prior written consent of the representatives, subject to certain exceptions, we will not, during the period ending 180 days after the date of this prospectus:

• offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any ordinary shares or ADSs or any securities convertible into or exercisable or exchangeable for ordinary shares or ADSs;

• enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the ordinary shares or ADSs; or

• file any registration statement with the SEC relating to the offering of any ordinary shares, ADSs or any securities convertible into or exercisable or exchangeable for ordinary shares or ADSs (other than a registration statement on Form S-8),

whether any such transaction described above is to be settled by delivery of ordinary shares, ADSs, or such other securities, in cash or otherwise.

Our directors, executive officers, existing shareholders and option holders have agreed that, without the prior written consent of the representatives, such director, officer, shareholder or option holder, subject to certain exceptions, will not, during the period ending 180 days after the date of this prospectus:

• offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any ordinary shares or ADSs or any securities convertible into or exercisable or exchangeable for ordinary shares or ADSs; or

• enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the ordinary shares or ADSs,

whether any such transaction described above is to be settled by delivery of ordinary shares, ADSs, or such other securities, in cash or otherwise.

Subject to compliance with the notification requirements under FINRA Rule 5131 applicable to lock-up agreements with our directors or officers, if the representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up agreement with one of our directors or officers, at least two business days before such release or waiver, one of the representatives will notify us of the impending release or waiver and announce the impending release or waiver through a major news service, except where the release or waiver is effected solely to permit a transfer of securities that is not for consideration and where the transferee has agreed in writing to be bound by the same lock-up agreement terms in place for the transferor. Currently, there are no agreements, understandings or intentions, tacit or explicit, to release any of the securities from the lock-up agreements prior to the expiration of the corresponding period.

In addition, we have instructed JPMorgan Chase Bank, N.A., as depositary, not to accept any deposit of any ordinary shares or issue any ADSs for 180 days after the date of this prospectus (other than in connection with this offering), unless we instruct the depositary otherwise.

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To facilitate this offering of the ADSs, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the ADSs. Specifically, the underwriters may sell more ADSs than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of ADSs available for purchase by the underwriters under the over-allotment option. The underwriters can close out a covered short sale by exercising the over-allotment option or purchasing ADSs in the open market. In determining the source of ADSs to close out a covered short sale, the underwriters will consider, among other things, the open market price of ADSs compared to the price available under the over-allotment option. The underwriters may also sell ADSs in excess of the over-allotment option, creating a naked short position. The underwriters must close out any naked short position by purchasing ADSs in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the ADSs in the open market after pricing that could adversely affect investors who purchase in this offering. In addition, to stabilize the price of the ADSs, the underwriters may bid for, and purchase, ADSs in the open market. Finally, the underwriting syndicate may reclaim selling concessions allowed to an underwriter or a dealer for distributing the ADSs in this offering, if the syndicate repurchases previously distributed ADSs to cover syndicate short positions or to stabilize the price of the ADSs. Any of these activities may raise or maintain the market price of the ADSs above independent market levels or prevent or retard a decline in the market price of the ADSs. The underwriters are not required to engage in these activities, and may end any of these activities at any time.

From time to time, the underwriters may have provided, and may continue to provide, investment banking and other financial advisory services to us, our officers or our directors for which they have received or will receive customary fees and commissions. In addition, from time to time, certain of the underwriters and their affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans, and may do so in the future.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act and liabilities incurred in connection with the directed share program referred to below. If we are unable to provide this indemnification, we will contribute to payments that the underwriters may be required to make for these liabilities.

At our request, the underwriters have reserved for sale, at the initial public offering price, up to                      ADSs offered by this prospectus to our directors, officers, employees, business associates and related persons. We will pay all fees and disbursements of counsel incurred by the underwriters in connection with offering the ADSs to such persons. Any sales to these persons will be made through a directed share program. The number of ADSs available for sale to the general public will be reduced to the extent such persons purchase such reserved ADSs. Any reserved ADSs not so purchased will be offered by the underwriters to the general public on the same basis as the other ADSs offered by this prospectus.

The address of Morgan Stanley & Co. International plc is 25 Cabot Square, Canary Wharf, London E14 4QA, United Kingdom. The address of Credit Suisse Securities (USA) LLC is Eleven Madison Avenue, New York, NY 10010, United States. The address of Merrill Lynch, Pierce, Fenner & Smith Incorporated is One Bryant Park, New York, NY 10036, United States.

Electronic Offer, Sale and Distribution of ADSs

A prospectus in electronic format may be made available on websites maintained by one or more underwriters, or selling group members, if any, participating in this offering. The representatives may agree to allocate a number of ADSs to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters that may make internet distributions on the same basis as other allocations. In addition, ADSs may be sold by the underwriters to securities dealers who resell ADSs to online brokerage account holders. Other than the prospectus in electronic format, the information on any underwriter’s or selling group member’s website and any information contained in any other website

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maintained by any underwriter or selling group member is not part of the prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or any underwriter or selling group member in its capacity as underwriter or selling group member and should not be relied upon by investors.

Pricing of the Offering

Prior to this offering, there has been no public market for the ordinary shares or ADSs. The initial public offering price is determined by negotiations between us and the representatives. Among the factors considered in determining the initial public offering price are our future prospects and those of our industry in general, our sales, earnings, certain other financial and operating information in recent periods, the price-earnings ratios, price-sales ratios and market prices of securities and certain financial and operating information of companies engaged in activities similar to ours, the general condition of the securities markets at the time of this offering, the recent market prices of, and demand for, publicly traded ordinary share of generally comparable companies, and other factors deemed relevant by the representatives and us. Neither we nor the underwriters can assure investors that an active trading market will develop for the ADSs, or that the ADSs will trade in the public market at or above the initial public offering price.

Selling Restrictions

No action has been taken in any jurisdiction (except in the United States) that would permit a public offering of the ADSs, or the possession, circulation or distribution of this prospectus or any other material relating to us or the ADSs in any jurisdiction where action for that purpose is required. Accordingly, the ADSs may not be offered or sold, directly or indirectly, and neither this prospectus nor any other offering material relating to the ADSs may be distributed or published, in or from any jurisdiction except under circumstances that will result in compliance with the applicable laws and regulations thereof.

Australia. This prospectus is not a formal disclosure document and has not been, nor will be, lodged with the Australian Securities and Investments Commission. It does not purport to contain all information that an investor or their professional advisers would expect to find in a prospectus or other disclosure document (as defined in the Corporations Act 2001 (Australia)) for the purposes of Part 6D.2 of the Corporations Act 2001 (Australia) or in a product disclosure statement for the purposes of Part 7.9 of the Corporations Act 2001 (Australia), in either case, in relation to the ADSs.

The ADSs are not being offered in Australia to “retail clients” as defined in sections 761G and 761GA of the Corporations Act 2001 (Australia). This offering is being made in Australia solely to “wholesale clients” for the purposes of section 761G of the Corporations Act 2001 (Australia) and, as such, no prospectus, product disclosure statement or other disclosure document in relation to the ADSs has been, or will be, prepared.

This prospectus does not constitute an offer in Australia other than to wholesale clients. By submitting an application for the ADSs, you represent and warrant to us that you are a wholesale client for the purposes of section 761G of the Corporations Act 2001 (Australia). If any recipient of this prospectus is not a wholesale client, no offer of, or invitation to apply for, the ADSs shall be deemed to be made to such recipient and no applications for the ADSs will be accepted from such recipient. Any offer to a recipient in Australia, and any agreement arising from acceptance of such offer, is personal and may only be accepted by the recipient. In addition, by applying for the ADSs you undertake to us that, for a period of 12 months from the date of issue of the ADSs, you will not transfer any interest in the ADSs to any person in Australia other than to a wholesale client.

Cayman Islands. This prospectus does not constitute a public offer of the ADSs or ordinary shares, whether by way of sale or subscription, in the Cayman Islands. Each underwriter has represented and agreed that it has not offered or sold, and will not offer or sell, directly or indirectly, any ADSs or ordinary shares in the Cayman Islands.

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European Economic Area. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) an offer to the public of any ADS may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of any ADS may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or

(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of ADS shall result in a requirement for the publication by us or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of ADSs to the public” in relation to any ADS in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any ADS to be offered so as to enable an investor to decide to purchase any ADS, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State, and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

Japan. The underwriters will not offer or sell any of the ADSs directly or indirectly in Japan or to, or for the benefit of any Japanese person or to others, for re-offering or re-sale directly or indirectly in Japan or to any Japanese person, except in each case pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law of Japan and any other applicable laws and regulations of Japan. For purposes of this paragraph, “Japanese person” means any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

Hong Kong. The underwriters and each of their affiliates have not (i) offered or sold, and will not offer or sell, in Hong Kong, by means of any document, the ADSs other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “SFO”) and any rules made under the SFO or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding-Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong (the “Companies Ordinance”) or which do not constitute an offer to the public within the meaning of the Companies Ordinance or (ii) issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere any advertisement, invitation or document relating to the ADSs which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the ADSs which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO or any rules made under the SFO.

Singapore. This prospectus or any other offering material relating to the ADSs has not been registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act, Chapter 289 of Singapore, or the SFA. Accordingly, the underwriters have severally represented, warranted and agreed that (a) they have not offered or sold any of the ADSs or caused the ADSs to be made the subject of an invitation for subscription or purchase and it will not offer or sell any of the ADSs or cause the ADSs to be made the subject of an invitation for subscription or purchase, and (b) they have not circulated or distributed, and they will not circulate or distribute, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the ADSs, whether directly or indirectly, to the public or any member

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of the public in Singapore other than (i) to an institutional investor as specified in Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275 of the SFA) and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

United Kingdom. Each underwriter has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (“FSMA”) received by it in connection with the issue or sale of the ADSs in circumstances in which Section 21(1) of the FSMA does not apply to us; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the ADSs in, from or otherwise involving the United Kingdom.

People’s Republic of China. This prospectus may not be circulated or distributed in the PRC and the ADSs may not be offered or sold, and will not offer or sell to any person for re-offering or resale directly or indirectly to any resident of the PRC except pursuant to applicable laws and regulations of the PRC.

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EXPENSES RELATING TO THIS OFFERING

Set forth below is an itemization of the total expenses, excluding underwriting discounts and commissions, expected to be incurred in connection with the offer and sale of the ADSs by us. With the exception of the SEC registration fee, NASDAQ Global Market listing fee and the Financial Industry Regulatory Authority Inc. filing fee, all amounts are estimates.

SEC registration fee	US$
NASDAQ Global Market listing fee
Financial Industry Regulatory Authority Inc. filing fee
Printing and engraving expenses
Legal fees and expenses
Accounting fees and expenses
Miscellaneous
Total	US$

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LEGAL MATTERS

We are being represented by Latham & Watkins LLP with respect to certain legal matters as to United States federal securities and New York State law. The underwriters are being represented by Simpson Thacher & Bartlett LLP with respect to certain legal matters as to United States federal securities and New York State law. The validity of the ordinary shares represented by the ADSs offered in this offering will be passed upon for us by Maples and Calder. Certain legal matters as to PRC law will be passed upon for us by Fangda Partners and for the underwriters by King & Wood Mallesons. Latham & Watkins LLP may rely upon Maples and Calder with respect to matters governed by Cayman Islands law and Fangda Partners with respect to matters governed by PRC law. Simpson Thacher & Bartlett LLP may rely upon King & Wood Mallesons with respect to matters governed by PRC law.

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EXPERTS

Our consolidated financial statements as of December 31, 2012, 2013 and 2014, and for each of the three years in the period ended December 31, 2014, and the related financial statement schedule included in this prospectus have been audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP, an independent registered public accounting firm, as stated in their report appearing herein (which report expresses an unqualified opinion on the financial statements and financial statement schedule and includes an explanatory paragraph referring to the translation of Renminbi amounts to United States dollar amounts). Such financial statements and financial statement schedule are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The office of Deloitte Touche Tohmatsu Certified Public Accountants LLP is located at 30/F Bund Center, 222 East Yan An Road, Shanghai 200002, People’s Republic of China.

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WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form F-1, including relevant exhibits and schedules under the Securities Act with respect to underlying ordinary shares represented by the ADSs, to be sold in this offering. We have also filed with the SEC a related registration statement on Form F-6 to register the ADSs. This prospectus, which constitutes a part of the registration statement, does not contain all of the information contained in the registration statement. You should read the registration statements on Form F-1 and Form F-6 and their exhibits and schedules for further information with respect to us and our ADSs.

Immediately upon completion of this offering we will become subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we will be required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. You may also obtain additional information over the internet at the SEC’s website at www.sec.gov.

As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements to shareholders, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we intend to furnish the depositary with our annual reports, which will include a review of operations and annual audited consolidated financial statements prepared in conformity with U.S. GAAP, and all notices of shareholders’ meeting and other reports and communications that are made generally available to our shareholders. The depositary will make such notices, reports and communications available to holders of ADSs and, upon our written request, will mail to all record holders of ADSs the information contained in any notice of a shareholders’ meeting received by the depositary from us.

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BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2012, 2013 and 2014		F-3
Consolidated Statements of Operations for the Years Ended December 31, 2012, 2013 and 2014		F-5
Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2012, 2013 and 2014		F-6
Consolidated Statements of Changes in Shareholders’ Deficit for the Years Ended December  31, 2012, 2013 and 2014		F-7
Consolidated Statements of Cash Flows for the Years Ended December 31, 2012, 2013 and 2014		F-8
Notes to Consolidated Financial Statements		F-9
Schedule I—Condensed Financial Information of Parent Company		F-43

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Baozun Inc. (formerly named as Baozun Cayman Inc.)

We have audited the accompanying consolidated balance sheets of Baozun Inc. (the “Company”), formerly named as Baozun Cayman Inc., its subsidiaries and variable interest entity (the “Group”) as of December 31, 2012, 2013 and 2014, and the related consolidated statements of operations, comprehensive loss, changes in shareholders’ deficit, and cash flows for each of the three years in the period ended December 31, 2014 and related financial statement schedule included in Schedule I. These consolidated financial statements and financial statement schedule are the responsibility of the Group’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2012, 2013 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

Our audits also comprehended the translation of Renminbi amounts into United States dollar amounts and, in our opinion, such translation has been made in conformity with the basis stated in Note 2. Such United States dollar amounts are presented solely for the convenience of readers in the United States of America.

/s/ Deloitte Touche Tohmatsu Certified Public Accountants LLP

Shanghai, China

March 5, 2015

F-2

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

CONSOLIDATED BALANCE SHEETS

(All amounts in thousands, except for share and per share data)

	As of December 31,
	2012		2013		2014				2014
	RMB		RMB		RMB		US$		RMB		US$
							(Note 2)		Pro-forma (unaudited)
									(Note 2)
ASSETS
Current assets:
Cash and cash equivalents		270,077		154,156		206,391		33,264		206,391		33,264
Restricted cash		—		36,000		37,900		6,108		37,900		6,108
Accounts receivable, net of allowance for doubtful accounts of RMB507, RMB1,947 and RMB408 at December 31, 2012, 2013 and 2014, respectively		57,448		106,468		229,502		36,989		229,502		36,989
Inventories		72,412		133,347		242,978		39,161		242,978		39,161
Advances to suppliers		19,285		39,078		49,740		8,017		49,740		8,017
Prepayments and other current assets		13,095		18,961		37,897		6,108		37,897		6,108
Amounts due from related parties		16,741		7,126		15,149		2,442		15,149		2,442
Total current assets		449,058		495,136		819,557		132,089		819,557		132,089
Investments in cost method investees		—		5,625		5,625		907		5,625		907
Property and equipment, net		9,635		19,340		30,223		4,871		30,223		4,871
Intangible assets, net		5,155		9,899		14,668		2,364		14,668		2,364
Other non-current assets		1,331		1,447		2,441		393		2,441		393
TOTAL ASSETS		465,179		531,447		872,514		140,624		872,514		140,624
LIABILITIES, CONVERTIBLE REDEEMABLE PREFERRED SHARES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable (including accounts payable of consolidated VIE without recourse to Baozun of RMB569 as of December 31, 2014)		56,978		173,810		300,007		48,352		300,007		48,352
Note payable		—		—		17,000		2,740		17,000		2,740
Short-term borrowings		48,774		—		—		—		—		—
Income tax payable		—		307		2,196		354		2,196		354
Accrued expenses and other current liabilities (including other current liabilities of the consolidated VIE without recourse to Baozun of RMB3,678 as of December 31, 2014)		26,752		50,965		66,786		10,764		66,786		10,764
Amounts due to related parties		12,000		—		7,469		1,204		7,469		1,204
Total current liabilities		144,504		225,082		393,458		63,414		393,458		63,414
TOTAL LIABILITIES		144,504		225,082		393,458		63,414		393,458		63,414
Commitments (Note 14)

The accompanying notes are an integral part of these consolidated financial statements.

F-3

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

CONSOLIDATED BALANCE SHEETS

(All amounts in thousands, except for share and per share data)

	As of December 31,
	2012			2013			2014						2014
	RMB			RMB			RMB			US$			RMB			US$
										(Note 2)			Pro-forma (unaudited)
													(Note 2)
Convertible redeemable preferred shares:
Series A convertible redeemable preferred shares (US$0.0001 par value; 19,622,241 shares authorized, issued and outstanding as of December 31, 2012, 2013 and 2014, respectively; redemption value of RMB44,187, RMB49,710 and RMB55,924 as of December 31, 2012, 2013 and 2014, respectively; liquidation value of RMB49,098)		44,187			49,710			55,924			9,013			—			—
Series B convertible redeemable preferred shares (US$0.0001 par value; 26,532,203 shares authorized, issued and outstanding as of December 31, 2012, 2013 and 2014, respectively; redemption value of RMB159,704, RMB179,667 and RMB202,125 as of December 31, 2012, 2013 and 2014, respectively; liquidation value of RMB198,088)		162,195			180,182			202,125			32,577			—			—
Series C1 convertible redeemable preferred shares (US$0.0001 par value; 29,056,332 shares authorized, issued and outstanding as of December 31, 2012, 2013 and 2014, respectively; redemption value of RMB256,646, RMB308,848 and RMB355,176 as of December 31, 2012, 2013 and 2014, respectively; liquidation value of RMB391,417, RMB403,417 and RMB403,417 as of December 31, 2012, 2013 and 2014, respectively)		258,923			308,848			355,176			57,244			—			—
Series C2 convertible redeemable preferred shares (US$0.0001 par value; 1,925,063 shares authorized, issued and outstanding as of December 31, 2014; redemption value of RMB21,715 as of December 31, 2014; liquidation value of RMB31,445)		—			—			37,630			6,065			—			—
Series D convertible redeemable preferred shares (US$0.0001 par value; 7,504,324 shares authorized, issued and outstanding as of December 31, 2014; redemption value of RMB150,430 as of December 31, 2014; liquidation value of RMB220,689)		—			—			150,430			24,245			—			—
Shareholders’ equity (deficit):
Ordinary shares (US$0.0001 par value; 500,000,000 shares authorized, 29,983,883, 29,983,883 and 28,058,820 shares issued and outstanding as of December 31, 2012, 2013 and 2014, respectively, and 112,698,983 shares issued and outstanding as of December 31, 2014 on a pro forma basis (unaudited))		—			18			17			3			70			11
Additional paid-in capital		—			—			3,755			605			804,987			129,741
Subscription receivable		—			(18	)		—			—			—			—
Accumulated deficit		(144,630	)		(232,330	)		(327,205	)		(52,736	)		(327,205	)		(52,736	)
Accumulated other comprehensive income (loss)		—			(45	)		1,204			194			1,204			194
Total shareholders’ equity (deficit)		(144,630	)		(232,375	)		(322,229	)		(51,934	)		479,056			77,210
TOTAL LIABILITIES, CONVERTIBLE REDEEMABLE PREFERRED SHARES AND SHAREHOLDERS’ EQUITY (DEFICIT)		465,179			531,447			872,514			140,624			872,514			140,624

The accompanying notes are an integral part of these consolidated financial statements.

F-4

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

CONSOLIDATED STATEMENTS OF OPERATIONS

(All amounts in thousands, except for share and per share data)

	For the years ended December 31,
	2012			2013			2014
	RMB			RMB			RMB			US$ Note 2
Net revenues
Product sales		819,422			1,274,746			1,187,162			191,336
Services (including related-party revenues of RMB37,609, RMB12,677 and RMB622 for the years ended December 31, 2012, 2013 and 2014, respectively)		135,042			247,090			397,258			64,026
Total net revenues		954,464			1,521,836			1,584,420			255,362
Operating expenses:
Cost of products		(808,063	)		(1,245,832	)		(1,086,133	)		(175,053	)
Fulfillment		(72,026	)		(116,432	)		(168,130	)		(27,098	)
Sales and marketing		(78,633	)		(146,202	)		(226,952	)		(36,577	)
Technology and content		(6,554	)		(16,120	)		(63,607	)		(10,252	)
General and administrative		(33,461	)		(38,160	)		(96,911	)		(15,619	)
Other operating income (expenses), net		(122	)		(75	)		457			74
Total operating expenses		(998,859	)		(1,562,821	)		(1,641,276	)		(264,525	)
Loss from operations		(44,395	)		(40,985	)		(56,856	)		(9,163	)
Other income (expenses):
Interest income		122			4,574			3,156			509
Interest expense		(3,275	)		(677	)		(1,552	)		(250	)
Exchange gain (loss)		314			(376	)		(2,650	)		(427	)
Loss before income tax		(47,234	)		(37,464	)		(57,902	)		(9,331	)
Income tax expense		—			(307	)		(1,912	)		(308	)
Net loss		(47,234	)		(37,771	)		(59,814	)		(9,639	)
Deemed dividend from issuance of convertible redeemable preferred shares		(4,683	)		—			(16,666	)		(2,686	)
Change in redemption value of convertible redeemable preferred shares		(16,231	)		(61,435	)		(79,169	)		(12,760	)
Net loss attributable to ordinary shareholders		(68,148	)		(99,206	)		(155,649	)		(25,085	)
Net loss per share attributable to ordinary shareholders:
Basic		(2.27	)		(3.31	)		(5.31	)		(0.86	)
Diluted		(2.27	)		(3.31	)		(5.31	)		(0.86	)
Weighted average shares used in calculating net loss per ordinary share:
Basic		29,983,883			29,983,883			29,314,067			29,314,067
Diluted		29,983,883			29,983,883			29,314,067			29,314,067

The accompanying notes are an integral part of these consolidated financial statements.

F-5

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(All amounts in thousands, except for share and per share data)

	For the years ended December 31
	2012			2013			2014
	RMB			RMB			RMB			US$ Note 2
Net loss		(47,234	)		(37,771	)		(59,814	)		(9,639	)
Other comprehensive income (loss), net of tax of nil:
Foreign currency translation adjustment		—			(45	)		1,249			201
Comprehensive loss		(47,234	)		(37,816	)		(58,565	)		(9,438	)

The accompanying notes are an integral part of these consolidated financial statements.

F-6

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(All amounts in thousands, except for share and per share data)

	Ordinary shares						Additional paid-in capital			Subscription receivables			Accumulated deficit			Accumulated other comprehensive income (loss)			Total Baozun shareholders’ deficit
	Number of Shares			RMB			RMB			RMB			RMB			RMB			RMB
Balance as of January 1, 2012		29,983,883			—			—			—			(81,008	)		—			(81,008	)
Net loss		—			—						—			(47,234	)		—			(47,234	)
Share-based compensation		—			—			4,526			—			—			—			4,526
Deemed dividend from issuance of preferred share series C1		—			—			—			—			(4,683	)		—			(4,683	)
Change in redemption value of convertible redeemable preferred shares		—			—			(4,526	)		—			(11,705	)		—			(16,231	)
Balance as of December 31, 2012		29,983,883			—			—			—			(144,630	)		—			(144,630	)
Subscription of ordinary shares in the Redomiciliation		—			18			—			(18	)		—			—			—
Net loss		—			—			—			—			(37,771	)		—			(37,771	)
Share-based compensation		—			—			11,506			—			—			—			11,506
Change in redemption value of convertible redeemable preferred shares		—			—			(11,506	)		—			(49,929	)		—			(61,435	)
Foreign currency translation adjustment		—			—			—			—			—			(45)			(45	)
Balance as of December 31, 2013		29,983,883			18			—			(18	)		(232,330	)		(45	)		(232,375	)
Net loss		—			—			—			—			(59,814	)		—			(59,814	)
Repurchase of ordinary shares (Note 16)		(1,925,063	)		(1	)		—			1			(20,963	)		—			(20,963	)
Payment of ordinary shares		—			—			—			17			—			—			17
Deemed dividend from issuance of preferred share series C2 (Note 17)		—			—			(3,039	)		—			(13,627	)		—			(16,666	)
Share-based compensation		—			—			84,963			—			—			—			84,963
Consolidation of VIE		—			—			1,000			—			(471	)		—			529
Change in redemption value of convertible redeemable preferred shares		—			—			(79,169	)		—			—			—			(79,169	)
Foreign currency translation adjustment		—			—			—			—			—			1,249			1,249
Balance as of December 31, 2014		28,058,820			17			3,755			—			(327,205	)		1,204			(322,229	)

The accompanying notes are an integral part of these consolidated financial statements.

F-7

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(All amounts in thousands, except for share and per share data)

	For the years ended December 31
	2012			2013			2014
	RMB			RMB			RMB			US$ Note 2
Cash flows from operating activities:
Net loss		(47,234	)		(37,771	)		(59,814	)		(9,639	)
Adjustments to reconcile net loss to net cash used by operating activities:
Allowance for doubtful accounts		652			2,036			388			63
Inventory write-downs		9,850			11,992			12,497			2,014
Share-based compensation		4,526			11,506			84,963			13,694
Depreciation and amortization		4,278			7,188			13,252			2,136
Loss on disposal of property and equipment		241			219			271			44
Exchange loss (gain)		(314	)		376			2,650			427
Changes in operating assets and liabilities:
Accounts receivable		(23,123	)		(51,101	)		(123,456	)		(19,898	)
Inventories		(18,997	)		(72,927	)		(122,128	)		(19,683	)
Advances to suppliers		6,361			(19,793	)		(10,671	)		(1,720	)
Prepayments and other current assets		2,083			(5,866	)		(16,866	)		(2,718	)
Amounts due from related parties		(16,741	)		9,615			(8,023	)		(1,293	)
Other non-current assets		(1,331	)		(116	)		(994	)		(160	)
Accounts payable		42,579			116,832			126,561			20,398
Note payable		—			—			17,000			2,740
Income tax payables		—			307			1,889			304
Accrued expenses and other current liabilities		5,247			24,213			15,993			2,578
Net cash used in operating activities		(31,923	)		(3,290	)		(66,488	)		(10,713	)
Cash flows from investing activities:
Purchases of property and equipment		(6,089	)		(14,839	)		(19,760	)		(3,188	)
Proceeds from disposals of property and equipment		152			6			—			—
Additions of intangible assets		(4,288	)		(7,023	)		(9,331	)		(1,504	)
Investment in cost method investees		—			(5,625	)		—			—
Increase in restricted cash		—			(36,000	)		(1,900	)		(306	)
Cash acquired upon consolidation of VIE		—			—			446			72
Net cash used in investing activities		(10,225	)		(63,481	)		(30,545	)		(4,926	)
Cash flows from financing activities:
Proceeds from short-term borrowings		96,512			55,477			160,000			25,787
Repayments of short-term borrowings		(62,799	)		(104,251	)		(160,000	)		(25,787	)
Proceeds from amounts due to related parties		12,000			—			68,941			11,111
Repayment of amounts due to related parties		—			(12,000	)		(61,472	)		(9,907	)
Proceeds from shareholders’ payment for ordinary shares		—			—			17			3
Proceeds from issuance of convertible redeemable preferred shares		254,240			12,000			145,746			23,490
Payment of initial public offering costs		—			—			(2,128	)		(343	)
Net cash provided by (used in) financing activities		299,953			(48,774	)		151,104			24,354
Net increase (decrease) in cash and cash equivalents		257,805			(115,545	)		54,071			8,715
Cash and cash equivalents, beginning of year		11,958			270,077			154,156			24,845
Effect of exchange rate changes on cash and cash equivalents		314			(376	)		(1,836	)		(296	)
Cash and cash equivalents, end of year		270,077			154,156			206,391			33,264
Supplemental disclosure of cash flow information:
Cash paid for interest		(2,308	)		(1,681	)		(1,552	)		(250	)
Cash paid for income tax		—			—			(23	)		(4	)

The accompanying notes are an integral part of these consolidated financial statements.

F-8

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

(All amounts in thousands, except for share and per share data)

1. Organization and Principal Activities

Baozun Inc. (the “Company”), formerly named as Baozun Cayman Inc., was incorporated under the laws of Cayman Islands on December 18, 2013. The Company and its subsidiaries (collectively referred to as the “Group”) are principally engaged to provide their customers with end-to-end e-commerce solutions including the sales of apparel, home and electronic products, online store design and setup, visual merchandising and marketing, online store operations, customer services, warehousing and order fulfillment.

In March 2014, the Group expanded their business and commenced their own online marketplace, Maikefeng, which operates as a distinct website mkf.com and offers branded products at discounted prices. To comply with the PRC law and regulations which restrict foreign ownership of companies that provide value-added telecommunication services in China, Shanghai Baozun entered into a series of contractual arrangements in April and July 2014 with Shanghai Zunyi Business Consulting Ltd. (“Shanghai Zunyi” or “VIE”) and its respective shareholders through which the Company became the primary beneficiary of Shanghai Zunyi. Shanghai Zunyi was established in December 2010 and had no operations before July 2014. The Group began to consolidate Shanghai Zunyi in July 2014 upon entering into the VIE arrangements with Shanghai Zunyi.

As of December 31, 2014, the Company’s major subsidiaries and VIE are as follows:

	Date of incorporation		Place of incorporation		Legal ownership
Subsidiaries:
Baozun Hongkong Holding Limited		10-Jan-14		HK		100	%
Shanghai Baozun E-Commerce Limited		11-Nov-03		PRC		100	%
Shanghai Bodao E-Commerce Limited		30-Mar-10		PRC		100	%
Shanghai Yingsai Advertisement Limited		30-Mar-10		PRC		100	%
Baozun Hongkong Limited		11-Sep-13		HK		100	%
Shanghai Fengbo E-Commerce Limited		29-Dec-11		PRC		100	%
VIE:
Shanghai Zunyi Business Consulting Ltd.		31-Dec-10		PRC		N/A

History of the Group and reorganization under identical common ownership

The Group’s history began in November 2003 with the commencement of operations of Shanghai Baozun E-Commerce Limited (“Shanghai Baozun”), a limited liability company incorporated by the People’s Republic of China (“PRC”) by Mr. Vincent Wenbing Qiu, CEO of the Group, and five other individual founders (collectively known as “the Founding Shareholders”).

From December 2009 to September 2012, Alibaba Investment Limited (“Alibaba”), Private Opportunities (Mauritius) I Limited (“Private Opportunities”), GS Investment Partners (Mauritius) I limited (“GS Investment”), Stelca Holding Ltd (“Stelca Holding”), New Access Capital Fund (“New Access”), Crescent Castle Holdings Ltd (“Crescent Castle”) and Infinity I-China Investment (Israel) L.P (“Infinity”) (collectively known as the “Investors”) each acquired 25.16%, 5.81%, 3.88%, 1.53%, 3.86%, 24.80% and 6.46%, respectively of equity interest in Shanghai Baozun.

F-9

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

(All amounts in thousands, except for share and per share data)

Starting December 2013, pursuant to a framework agreement entered into by the Founding Shareholders and all of the Investors, the Company undertook a series of reorganization transactions to redomiclie its business from PRC to the Cayman Islands (the “Redomiciliation”). The main purpose of the Redomiciliation is to establish a Cayman holding company for the existing business in preparation for its overseas initial public offering. The Redomiciliation was subject to PRC government approval and executed in the following steps:

1) In December 2013, the Company was incorporated in the Cayman Islands to be the holding company of the Group. The Founding Shareholders subscribed to 29,983,883 ordinary shares of the Company at par value of US$0.0001 per share.

2) Upon obtaining all necessary approvals from the PRC government in May 2014, the Investors subscribed for convertible redeemable preferred shares at no consideration, all in the same proportions, on an as converted basis, as the percentage of equity interest they held in Shanghai Baozun in June 2014. Upon the issuance of preferred shares and ordinary shares issued in step 1), the equity structure of the Company is identical to that of Shanghai Baozun. See Note 17 for details of preferred shares issued to the Investors.

3) In July 2014, the Company legally acquired 100% of the equity interest of Shanghai Baozun from the Founding Shareholders and the Investors, thus Shanghai Baozun became a wholly owned subsidiary of the Company.

Upon the completion of the Redomiciliation, the Company’s shares and per share information including the basic and diluted earnings (loss) per share have been presented retrospectively as of the beginning of the earliest period presented on the consolidated financial statements.

The VIE arrangements

Applicable PRC laws and regulations currently limit foreign ownership of companies that provide internet content distribution services. The Company is deemed a foreign legal person under PRC laws and accordingly subsidiaries owned by the Company are ineligible to engage in provisions of internet content or online services. The Group therefore conducts its online marketplace business, Maikefeng through its consolidated VIE, Shanghai Zunyi.

Shanghai Zunyi was established by two of the Company’s Founding Shareholders in December 2010 and had no operations until July 2014 when the Group transferred the Maikefeng online marketplace business to Shanghai Zunyi. To provide the Group effective control over Shanghai Zunyi and receive substantially all of the economic benefits of Shanghai Zunyi, Shanghai Baozun entered into a series of contractual arrangements, described below, with Shanghai Zunyi and its individual shareholders.

The agreements that provide the Company effective control over the VIE include:

(i) Proxy Agreement, under which each shareholder of Shanghai Zunyi has executed a power of attorney to grant Shanghai Baozun the power of attorney to act on his behalf on all matters pertaining to Shanghai Zunyi and to exercise all of his rights as a shareholder of Shanghai Zunyi, including but not limited to convene, attend and vote at shareholders’ meetings, designate and appoint directors and senior management members. The proxy

F-10

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

(All amounts in thousands, except for share and per share data)

agreement will remain in effect unless Shanghai Baozun terminates the agreement by giving a 30-day prior written notice or gives its consent to the termination by Shanghai Zunyi.

(ii) Exclusive Call Option Agreement, under which the shareholders of Shanghai Zunyi granted Shanghai Baozun or its designated representative(s) an irrevocable and exclusive option to purchase their equity interests in Shanghai Zunyi when and to the extent permitted by PRC law. Shanghai Baozun or its designated representative(s) has sole discretion as to when to exercise such options, either in part or in full. Without Shanghai Baozun’s written consent, the shareholders of Shanghai Zunyi shall not transfer, donate, pledge, or otherwise dispose any equity interests of Shanghai Zunyi in any way. The acquisition price for the shares or assets will be the minimum amount of consideration permitted under the PRC law at the time when the option is exercised. The agreement can be early terminated by Shanghai Baozun, but not by Shanghai Zunyi or its shareholders.

The agreements that transfer economic benefits to the Company include:

(i) Exclusive Technology Service Agreement, under which Shanghai Zunyi engages Shanghai Baozun as its exclusive technical and operational consultant and under which Shanghai Baozun agrees to assist in arranging the financial support necessary to conduct Shanghai Zunyi’s operational activities. Shanghai Zunyi shall not seek or accept similar services from other providers without the prior written approval of Shanghai Baozun. The agreement has a term of twenty years and will be automatically renewed on a yearly basis after expiration unless otherwise notified by Shanghai Baozun, and shall be terminated if the operation term of either Shanghai Baozun or Shanghai Zunyi expires. Shanghai Baozun may terminate this agreement at any time by giving a prior written notice to Shanghai Zunyi.

(ii) Equity Interest Pledge Agreements, under which the shareholders of Shanghai Zunyi pledged all of their equity interests in Shanghai Zunyi to Shanghai Baozun as security of due performance of the obligations and full payment of consulting and service fees by VIE under the Exclusive Technology Service Agreement and other amounts payable by the individual shareholders to Shanghai Baozun under other agreements. If the shareholders of Shanghai Zunyi or Shanghai Zunyi breach their respective contractual obligations, Shanghai Baozun, as pledgee, will be entitled to certain rights, including the right to dispose the pledged equity interests. Pursuant to the agreement, the shareholders of Shanghai Zunyi shall not transfer, assign or otherwise create any new encumbrance on their respective equity interest in Shanghai Zunyi without prior written consent of Shanghai Baozun. The pledge shall be continuously valid until all the obligations and payments due under the Exclusive Technology Service Agreement and certain other agreements have been fulfilled.

These contractual arrangements allow the Company, through its wholly owned subsidiary, Shanghai Baozun, to effectively control Shanghai Zunyi, and to derive substantially all of the economic benefits from them. Accordingly, the Company treats Shanghai Zunyi as VIE and because the Company is the primary beneficiary of Shanghai Zunyi, the Company has consolidated the financial results of Shanghai Zunyi since July 2014.

U.S. GAAP provides guidance on the identification of VIE and financial reporting for entities over which control is achieved through means other than voting interests. The Group evaluates each of its interests in an entity to determine whether or not the investee is a VIE and, if so, whether the Group is the primary beneficiary

F-11

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

(All amounts in thousands, except for share and per share data)

of such VIE. In determining whether the Group is the primary beneficiary, the Group considers if the Group (1) has power to direct the activities that most significantly affects the economic performance of the VIE, and (2) receives the economic benefits of the VIE that could be significant to the VIE. If deemed the primary beneficiary, the Group consolidates the VIE.

Risks in relation to the VIE structure

The Company believes that the contractual arrangements with Shanghai Zunyi are in compliance with PRC law and are legally enforceable based on the legal advice of the Company’s PRC legal counsel. However, uncertainties in the PRC legal system could limit the Company’s ability to enforce these contractual arrangements and the interests of the shareholders of Shanghai Zunyi may diverge from that of the Company and that may potentially increase the risk that they would seek to act contrary to the contractual terms, for example by influencing Shanghai Zunyi not to pay the service fees when required to do so.

The Company’s ability to control Shanghai Zunyi also depends on the power of attorney Shanghai Baozun has to vote on all matters requiring shareholder approval. As noted above, the Company believes this power of attorney is legally enforceable but may not be as effective as direct equity ownership. In addition, if the legal structure and contractual arrangements were found to be in violation of any existing PRC laws and regulations, the Group may be subject to fines and the PRC government could:

• revoke the Group’s business and operating licenses;

• require the Group to discontinue or restrict the Group’s operations;

• restrict the Group’s right to collect revenues;

• block the Group’s websites;

• require the Group to restructure its operations in such a way as to compel the Group to establish a new enterprise, re-apply for the necessary licenses or relocate its businesses, staff and assets;

• impose additional conditions or requirements with which the Group may not be able to comply; or

• take other regulatory or enforcement actions against the Group that could be harmful to its business.

The imposition of any of these penalties may result in a material and adverse effect on the Group’s ability to conduct its business. In addition, if the imposition of any of these penalties causes the Group to lose the rights to direct the activities of Shanghai Zunyi or the right to receive its economic benefits, the Group would no longer be able to consolidate the entity.

F-12

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

(All amounts in thousands, except for share and per share data)

The following amounts and balances of Shanghai Zunyi were included in the Group’s consolidated financial statement after the elimination of intercompany balances and transactions:

	As of December 31, 2014
	RMB
Cash		3,803
Inventories		23,669
Advance to suppliers		1,061
Prepayments and other current assets		3,813
Property and equipment, net		108
Total assets		32,454
Accounts payable		569
Other current liabilities		3,678
Total liabilities		4,247

	For Year Ended December 31, 2014
	RMB
Net revenues		21,038
Operating expenses		32,095
Net loss		(11,057	)
Net cash provided by operating activities		3,911
Net cash used in investing activities		(118	)
Net cash provided by financing activities		—

The VIE contributed an aggregate of 1.33% of the consolidated net revenues for the year ended December 31, 2014 and an aggregate of 18.5% of the consolidated net loss for the year December 31, 2014. As of December 31, 2014, the VIE accounted for an aggregate of 3.71% of the consolidated total assets.

There are no assets of the VIE that are collateral for the obligations of the VIE and can only be used to settle the obligations of the VIE. There are no terms in any arrangements, considering both explicit arrangements and implicit variable interests that require the Company or its subsidiaries to provide financial support to the VIE.

However, if the VIE ever needs financial support, the Company or its subsidiaries may, at their option and subject to statutory limits and restrictions, provide financial support to the VIE through loans to shareholders of the VIE or entrustment loans to the VIE. Relevant PRC laws and regulations restrict the VIE from transferring a portion of their net assets, equivalent to the balance of its statutory reserve and its share capital, to the Company in the form of loans and advances or cash dividends.

2. Summary of Significant Principal Accounting Policies

(a) Basis of presentation

The consolidated financial statements are prepared and presented in accordance with accounting principles generally accepted in the United States of America (‘‘U.S. GAAP’’).

F-13

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

(All amounts in thousands, except for share and per share data)

(b) Basis of consolidation

The consolidated financial statements include the financial statements of the Company, its subsidiaries and VIE. All transactions and balances among the Company, its subsidiaries and the VIE have been eliminated upon consolidation.

(c) Use of estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent liabilities at the balance sheet date, and the reported revenues and expenses during the reported period in the consolidated financial statements and accompanying notes. Significant accounting estimates are used for, inventory write-down, realization of deferred tax assets, assessment for useful life and impairment of long-lived assets, allowance for doubtful accounts, revenue recognition, valuation of ordinary shares and preferred shares and share-based compensation expense.

(d) Fair value

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

Authoritative literature provides a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows:

• Level 1-inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.

• Level 2-inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

• Level 3-inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.

The Group’s consolidated financial instruments include cash and cash equivalents, restricted cash, accounts receivable, other current assets, amounts due from related parties, accounts payable, other current liabilities,

F-14

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

(All amounts in thousands, except for share and per share data)

amounts due to related parties and short-term bank borrowings. The carrying amounts of these short-term financial instruments approximate their fair values due to the short-term maturity of these instruments.

The Group did not carry any assets or liabilities as of December 31, 2012, 2013 and 2014 respectively, which were measured at fair value on non-recurring basis.

(e) Concentration and risks

Concentration of customers and suppliers

There were no customers individually representing 10% or more of revenues for the years ended December 31, 2012, 2013 and 2014.

The following customers accounted for 10% or more of balances of accounts receivable as of December 31, 2012, 2013 and 2014:

	As of December 31,
	2012		2013		2014
	RMB		RMB		RMB
A		12,234		*		54,478
B		*		18,466		*

The following suppliers accounted for 10% or more of purchases for the years ended December 31, 2012, 2013 and 2014:

	For Year Ended December 31,
	2012		2013		2014
	RMB		RMB		RMB
C		108,704		219,697		304,578
D		*		212,742		*
E		*		153,214		212,345

Concentration of credit risk

Financial instruments that are potentially subject the Group to significant concentrations of credit risk primarily consist of cash and cash equivalents, restricted cash and accounts receivable. The Group places its cash with financial institutions located in PRC, Hong Kong and Taiwan. Accounts receivable are typically unsecured and are derived from revenues earned from customers in the PRC.

Foreign Currency Risk

Renminbi (“RMB”) is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of RMB into foreign currencies. The value of RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. The cash and

F-15

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

(All amounts in thousands, except for share and per share data)

cash equivalents of the Group included aggregated amounts of RMB33,518, RMB152,681 and RMB188,226, which were denominated in RMB, at December 31, 2012, 2013 and 2014, respectively, representing 12.4%, 99.0% and 91.2% of the cash and cash equivalents at December 31, 2012, 2013 and 2014, respectively.

(f) Foreign currency translation

The Group’s reporting currency is RMB. The functional currency of the Company is the United States dollar (“US$”). The functional currency of the Group’s entities incorporated in Hong Kong is Hong Kong dollars (“HK$”). The functional currency of the Group’s subsidiaries in PRC is RMB.

Assets and liabilities are translated from each entity’s functional currency to the reporting currency at the exchange rate on the balance sheet date. Equity amounts are translated at historical exchange rates, and revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income (loss) in the consolidated statements of changes in shareholders’ equity (deficit) and comprehensive loss.

Monetary assets and liabilities denominated in currencies other than the applicable functional currencies are translated into the functional currencies at the prevailing rates of exchange at the balance sheet date. Nonmonetary assets and liabilities are remeasured into the applicable functional currencies at historical exchange rates. Transactions in currencies other than the applicable functional currencies during the year are converted into the functional currencies at the applicable rates of exchange prevailing at the transaction dates. Transaction gains and losses are recognized in the consolidated statements of operations.

(g) Convenience translation

Translations of balances in the consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive loss and consolidated statements of cash flows from RMB into US$ as of and for the year ended December 31, 2014 are solely for the convenience of the readers and were calculated at the rate of US$1.00 = RMB6.2046, representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on December 31, 2014. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2014, or at any other rate.

(h) Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, demand deposits and highly liquid investments with maturity of less than three months.

(i) Restricted cash

As of December 31, 2012, 2013 and 2014, the Group’s restricted cash represents nil, RMB36,000 and RMB29,400 of bank deposits held as guarantee payments against letters of guarantee and nil, nil and RMB8,500 of bank deposits held as guarantee payment against the note payable issued by banks to the Group’s suppliers.

As of December 31, 2012, 2013 and 2014, the bank had issued nil, RMB36,000 and RMB41,224 of letters of guarantee to the Group’s suppliers. The terms of these letters of guarantees were within twelve to eighteen months.

F-16

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

(All amounts in thousands, except for share and per share data)

(j) Accounts receivable, net

Accounts receivable mainly represent amounts due from customers and are recorded net of allowance for doubtful accounts. The Group considers many factors in assessing the collectability of its accounts receivable, such as the age of the amounts due, the customer’s payment history, creditworthiness, financial conditions of the customers and industry trend. An allowance for doubtful accounts is recorded in the period in which a loss is determined to be probable. The Group also makes specific allowance if there is strong evidence indicating that the accounts receivable is likely to be unrecoverable. Accounts receivable balances are written off after all collection efforts have been exhausted.

(k) Inventories

Inventories, consisting of products available for sale, are valued at the lower of cost or market. Cost of inventories is determined using the weighted average cost method. Valuation of inventories is based on currently available information about expected recoverable value. The estimate is dependent upon factors such as historical trends of similar merchandise, inventory aging, historical and forecasted consumer demand and promotional environment.

(l) Investments

Equity investments of the Group are comprised of investments in privately-held companies. The Group uses the equity method to account for an equity investment over which it has significant influence but does not own a majority equity interest or otherwise control. The Group records equity method adjustments in share of earnings and losses. Equity method adjustments include the Group’s proportionate share of investee income or loss, adjustments to recognize certain differences between the Group’s carrying value and its equity in net assets of the investee at the date of investment, impairments, and other adjustments required by the equity method. Dividends received are recorded as a reduction of carrying amount of the investment. Cumulative distributions that do not exceed the Group’s cumulative equity in earnings of the investee are considered as a return on investment and classified as cash inflows from operating activities. Cumulative distributions in excess of the Group’s cumulative equity in the investee’s earnings are considered as a return of investment and classified as cash inflows from investing activities. For equity investments over which the Group does not have significant influence or control, the cost method of accounting is used. Under the cost method, the Group carries the investment at cost and recognizes income to the extent of dividends received from the distribution of the equity investee’s post-acquisition profits.

(m) Property and equipment, net

Property and equipment are stated at cost less accumulated depreciation and impairment. Property and equipment are depreciated at rates sufficient to write off their costs less impairment and residual value, if any, over the estimated useful lives on a straight-line basis. The estimated useful lives and residual rates are as follows:

Classification	Useful years	Residual rate
Electronic devices	3 years	0% – 5%
Vehicles	5 years	5%
Furniture and office equipment	5 years	5%
Leasehold improvement	Over the shorter of the expected life of leasehold improvements or the lease term	0%

F-17

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

(All amounts in thousands, except for share and per share data)

Repairs and maintenance costs are charged to expenses as incurred, whereas the cost of renewals and betterment that extends the useful lives of property and equipment are capitalized as additions to the related assets. Gains and losses from the disposal of property and equipment are included the consolidated statements of operations.

(n) Intangible assets, net

Intangible assets mainly consist of trademarks and internally developed softwares. Trademark is recorded at cost and amortized on a straight-line basis over the estimated economic useful lives of 10 years.

For internally developed softwares, the Group expenses all internal-use software costs incurred in the preliminary project stage and capitalized certain direct costs associated with development and purchase of internal softwares. Internally developed softwares mostly consisted of order management, customer management and retailing solution systems, which are amortized over 3 years on a straight-line basis.

(o) Impairment of long-lived assets

The Group evaluates the recoverability of long-lived assets with determinable useful lives whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. The Group measures the carrying amount of long-lived asset against the estimated undiscounted future cash flows associated with it. Impairment exists when the sum of the expected future net cash flows is less than the carrying value of the asset being evaluated. Impairment loss is calculated as the amount by which the carrying value of the asset exceeds its fair value. Fair value is estimated based on various valuation techniques, including the discounted value of estimated future cash flows. The evaluation of asset impairment requires the Group to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. No impairment charge was recognized for any of the years ended December 31, 2012, 2013 and 2014.

(p) Revenue

The Group provides an integrated suite of e-commerce services to its brand partners which generates two types of revenues, including product sales and services revenue. Consistent with the criteria of ASC 605, Revenue Recognition, the Group recognizes revenues when the following four revenue recognition criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the selling price is fixed or determinable, and (iv) collectability is reasonably assured.

The Group generates revenues from selling branded products directly to customers either under the distribution model or as an agent.

The Group evaluate whether it is appropriate to record proceeds from product sales as revenues at the gross amount or the net amount as commission fees earned in accordance with ASC 605-45-45.

Product Sales

Under the distribution model, the Group selects and purchases goods from its brand partners and/or their authorized distributors and sell goods directly to customers through online stores it operates or on its Maikefeng

F-18

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

(All amounts in thousands, except for share and per share data)

platform. Revenue under the distribution model is recognized on a gross basis and presented as product sales on the consolidated statements of operations, because: (i) the Group, rather than the brand partner, is the primary obligor and is responsible to the customers for the key aspects of the fulfillment of the transaction including presales and after-sales services; (ii) the Group bears the physical and general inventory risk once the products are delivered to its warehouse; (iii) the Group has discretion in establishing price; and (iv) the Group has credit risk.

Product sales, net of return allowances, value added tax and related surcharges, are recognized when customers accept the products upon delivery. The Group offers online customers an unconditional right of return for a period of seven days upon receipt of products. Return allowances, which reduce revenue, are estimated based on historical data the Group has maintained and its analysis of returns by categories of products, and subject to adjustments to the extent that actual returns differ or expected to differ. The Group made gross return allowances against its revenue of RMB188, RMB265 and RMB331 for the years ended December 31, 2012, 2013 and 2014, respectively.

A majority of the Group’s customers make online payments through third-party payment platforms when they place orders on websites of the Group’s online stores. The funds will not be released to the Group by these third-party payment platforms until the customers accept the delivery of the products at which point the Group recognizes sales of products.

A portion of the Group’s customers pay upon the receipt of products. The Group’s delivery service providers collect the payments from its customers for the Group. The Group records a receivable on the balance sheet with respect to cash held by third-party couriers.

Shipping and handling charges are included in net revenues. The Group typically does not charge a shipping fee with order exceeding a certain sale amount. Shipping revenue has not been material for the three years presented. The Group’s shipping costs are presented as part of its operating expenses.

Services

In some instances, the Group acts as an agent to facilitate the brand partners’ online sales of their branded products. The Group does not take title to the products; it does not have any latitude in establishing prices and selecting merchandise; it has no discretion in selecting suppliers; and it is not involved in determining product specifications and cannot change the product. Based on these indicators, the Group has determined that revenue from its sales of products under these arrangements are service fees in nature. The Group records commission fees from its brand partners based on a pre-determined formula as service revenue in its consolidated statements of operations.

The Group also provides IT, online store operations, marketing and promotion, customer service, warehousing and fulfillment, and other services to its brand partners. Brand partners may elect to use the Group’s comprehensive end-to-end e-commerce solutions or select specific elements of its e-commerce supporting infrastructure and service that best fit their needs. The Group charges its brand partners a combination of fix fees and/or variable fees based on the value of merchandise sold or other variable factors such as number of orders fulfilled. Revenue generated from these service arrangements is recognized on a gross basis and presented as

F-19

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

(All amounts in thousands, except for share and per share data)

services revenue on the consolidated statements of operations. All the costs that the Group incurs in the provision of the above services are classified as operating expenses on the consolidated statements of operations.

Revenue generated from IT service, and marketing and promotion services for brand partners are recognized when the services are rendered. Revenue generated from services relating to online store operations, customer services, and warehouse and fulfillment consisted of both fixed fees and variable fees based on the value of merchandise sold. The fixed fees are recognized as revenue ratably over the service period. Variable fees are recognized as revenue when they become determinable based on the value of merchandise sold and are confirmed by the brand partners.

Some of the Group’s service contracts are considered as multiple element arrangements as they include provision of a combination of various services based on the brand partner’s requirements. These contracts may include one-time online store design and setup services, marketing and promotion services, and continuous online store operation services and warehouse and fulfillment services over a period of time to the same brand partner.

The Group allocates arrangement consideration in multiple-deliverable revenue arrangements at the inception of an arrangement to all service revenues based on the relative selling price in accordance with the selling price hierarchy, which includes: (i) vendor-specific objective evidence (“VSOE”) if available; (ii) third-party evidence (“TPE”) if VSOE is not available; and (iii) best estimate of selling price (“BESP”) if neither VSOE nor TPE is available.

(q) Cost of products

Cost of products consists of the purchase price of products and inbound shipping charges, as well as inventory write-downs. Shipping charges to receive products from the suppliers are included in the inventories, and recognized as cost of products upon sale of the products to the customers. Cost of products does not include other direct costs related to cost of product sales such as shipping and handling expense, payroll and benefits of logistic staff, logistic centers rental expenses and depreciation expenses, etc. Therefore, the Group’s cost of products may not be comparable to other companies which include such expenses in their costs of products.

(r) Rebates

The Group periodically receives consideration from certain vendors, representing rebates for products sold over a period of time. The Group accounts for the rebates received from its vendors as a reduction to the price it pays for the products purchased. Rebates are earned based on reaching minimum purchase thresholds for a specified period. When volume rebates can be reasonably estimated based on the Group’s past experiences and current forecasts and purchase volume, a portion of the rebate is recognized as the Group makes progress towards the purchase threshold.

(s) Fulfillment

Fulfillment costs primarily represent shipping and handling expenses, payment processing and related costs, packaging material costs and those costs incurred in outbound shipping, operating and staffing the Group’s

F-20

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

(All amounts in thousands, except for share and per share data)

fulfillment and customer service center, including costs attributable to buying, receiving, inspecting and warehousing inventories; picking, packaging and preparing customer orders for shipment.

(t) Sales and marketing

Sales and marketing expenses primarily consist of payroll, bonus and benefits of sales and marketing staff, advertising costs, agency fees and costs for promotional materials. Advertising costs are expensed as incurred.

Advertising and promotion costs in connection with our provision of marketing and promotion services to brand partners consisted of fees we paid to third party vendors for advertising and promotion on various online and offline channels. Such costs were included as sales and marketing in the consolidated statements of operations and totaled RMB22,501, RMB56,059 and RMB114,777 for the years ended December 31, 2012, 2013 and 2014, respectively.

(u) Technology and content

Technology and content expenses primarily consist of technology infrastructure expenses, payroll and other related expenses for employees in the technology and system department, cost of editorial contents, and as well as costs associated with computer, storage and telecommunications infrastructure for internal use.

(v) General and administrative

General and administrative expenses primarily consist of payroll and related expenses for payroll, bonus and benefit costs for corporate employees, legal, finance, technical consulting, meeting expenses, rental fees and other corporate overhead costs.

(w) Government subsidies

Government subsidies consist of cash subsidies received by the Company’s subsidiaries in the PRC from local governments. Subsidies received as incentives for conducting business in certain local districts with no performance obligation or other restriction as to the use are recognized when cash is received. Cash subsidies of RMB271, RMB988 and RMB1,780 were included in other operating income (expenses), net for the years ended December 31, 2012, 2013 and 2014, respectively. Subsidies received with performance obligations are recognized when all the obligations have been fulfilled. Cash subsidy of RMB3,030 was recorded in accrued expenses and other current liabilities as of December 31, 2014, which will be recognized when the performance obligation is satisfied.

(x) Share-based compensation

The Company grants share options to eligible employees, management and directors and accounts for these share-based awards in accordance with ASC 718 Compensation—Stock Compensation.

Employees’ share-based awards are measured at the grant date fair value of the awards and recognized as expenses a) immediately at grant date if no vesting conditions are required; or b) using graded vesting method, net of estimated forfeitures, over the requisite service period, which is the vesting period.

F-21

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

(All amounts in thousands, except for share and per share data)

All transactions in which goods or services are received in exchange for equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

The fair value of the share options were assessed using the income approach/discounted cash flow method, with a discount for lack of marketability given that the shares underlying the awards were not publicly traded at the time of grant. This assessment required complex and subjective judgments regarding the Company’s projected financial and operating results, its unique business risks, the liquidity of its ordinary shares and its operating history and prospects at the time the grants were made. In addition, the binomial option-pricing model is used to measure the value of share options. The determination of the fair value is affected by the fair value of the ordinary shares as well as assumptions regarding a number of complex and subjective variables, including the expected share price volatility, actual and projected employee and non-employee share option exercise behavior, risk-free interest rates and expected dividends. The fair value of these awards was determined with the assistance from an independent valuation firm using management’s estimates and assumption.

The assumptions used in share-based compensation expense recognition represent management’s best estimates, but these estimates involve inherent uncertainties and application of management judgment. If factors change or different assumptions are used, the share-based compensation expenses could be materially different for any period. Moreover, the estimates of fair value of the awards are not intended to predict actual future events or the value that ultimately will be realized by grantees who receive share-based awards, and subsequent events are not indicative of the reasonableness of the original estimates of fair value made by the Company for accounting purposes.

Forfeitures are estimated at the time of grant and revised in the subsequent periods if actual forfeitures differ from those estimates.

(y) Income tax

Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. The Group accounts for current income taxes on the basis of net income for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions.

The Group accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the temporary differences between the financial statements carrying amounts and tax bases of existing assets and liabilities by applying enacted statutory tax rates that will be in effect in the period in which the temporary differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, based upon the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized in the consolidated statements of operations in the period of change.

The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax

F-22

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

(All amounts in thousands, except for share and per share data)

position will not be recognized if it has less than a 50% likelihood of being sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes.

(z) Operating leases as lessee

Leases, including leases of offices and warehouses, where substantially all the rewards and risks of ownership of assets remain with the lessor are accounted for as operating leases. Payments made under operating leases are recognized as an expense on a straight-line basis over the lease term. The Group had no capital leases for any of the years stated herein.

(aa) Comprehensive income (loss)

Comprehensive income (loss) is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. For the periods presented, the Group’s comprehensive income (loss) includes net income (loss) and foreign currency translation adjustments and is presented in the consolidated statements of comprehensive income (loss).

(ab) Earnings (loss) per share

Basic earnings (loss) per ordinary share is computed by dividing net income (loss) attributable to ordinary shareholders by weighted average number of ordinary shares outstanding during the period.

The Company’s convertible redeemable preferred shares are participating securities as the preferred shares participate in undistributed earnings on an as-if-converted basis. Accordingly, the Company uses the two-class method whereby undistributed net income is allocated on a pro rata basis to each participating share to the extent that each class may share in income for the period. Undistributed net loss is not allocated to preferred shares because they are not contractually obligated to participate in the loss allocated to the ordinary shares.

Diluted earnings (loss) per ordinary share reflects the potential dilution that could occur if securities were exercised or converted into ordinary shares. The Group had convertible redeemable preferred shares and stock options, which could potentially dilute basic earnings per share in the future. To calculate the number of shares for diluted income per share, the effect of the convertible redeemable preferred shares is computed using the as-if-converted method; the effect of the stock options is computed using the treasury stock method.

(ac) Pro forma information (unaudited)

The pro forma balance sheet information as of December 31, 2014 assumes the conversion of the outstanding Series A, Series B, Series C1, Series C2 and Series D convertible redeemable preferred shares into ordinary shares using a conversion ratio of one for one upon completion of a qualified initial public offering. Pro forma earnings per share is not presented because the effect of the conversion of the outstanding Series A, Series B, Series C1, Series C2 and Series D convertible redeemable preferred shares using a conversion ratio of one for one would not result in any dilution in net losses per share applicable to ordinary shareholders.

F-23

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

(All amounts in thousands, except for share and per share data)

(ad) Recent accounting pronouncements

In July 2013, the Financial Accounting Standards Board (“FASB”) issued a pronouncement which provides guidance on financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The FASB’s objective in issuing this Accounting Standards Update (“ASU”) is to eliminate diversity in practice resulting from a lack of guidance on this topic in current U.S. GAAP. The amendments in this ASU state that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This ASU applies to all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The Company has adopted this ASU and concluded that there is no material impact on our consolidated financial results or disclosures.

In May 2014, the FASB and International Accounting Standards Board (“IASB”) issued their converged standard on revenue recognition. The objective of the revenue standard ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” is to provide a single, comprehensive revenue recognition model for all contracts with customers to improve comparability within industries, across industries, and across capital markets. The revenue standard contains principles that an entity will apply to determine the measurement of revenue and timing of when it is recognized. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. For public companies, the revenue standard is effective for the first interim period within annual reporting periods beginning after December 15, 2016 and early adoption is not permitted. The Company is in the process of evaluating the impact of the standard on its consolidated financial statements.

On August 27, 2014, the FASB issued ASU 2014-15, which provides guidance on determining when and how reporting entities must disclose going-concern uncertainties in their financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date of issuance of the entity’s financial statements (or within one year after the date on which the financial statements are available to be issued, when applicable). Further, an entity must provide certain disclosures if there is “substantial doubt about the entity’s ability to continue as a going concern.” The ASU is effective for annual periods ending after December 15, 2016, and interim periods thereafter. Early adoption is permitted. The ASU shall be applied at the effective date, and the Company is in the process of evaluating the impact of the standard on its consolidated financial statements.

In November 2014, the FASB issued a new pronouncement which provides guidance on determining whether the host contract in a hybrid financial instrument issued in the form of a share is more akin to debt or to

F-24

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

(All amounts in thousands, except for share and per share data)

equity. The new standard requires management to determine the nature of the host contract by considering the economic characteristics and risks of the entire hybrid financial instrument, including the embedded derivative feature that is being evaluated for separate accounting from the host contract. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption, including adoption in an interim period, is permitted. The effects of initially adopting the amendments in this Update should be applied on a modified retrospective basis to existing hybrid financial instruments issued in the form of a share as of the beginning of the fiscal year for which the amendments are effective. The Group is assessing the effect of adoption of this guidance on the Group’s consolidated financial statements.

3. Accounts receivable, net

Accounts receivable, net, consists of the following:

	As of December 31,
	2012			2013			2014
	RMB			RMB			RMB
Accounts receivable		57,955			108,415			229,910
Allowance for doubtful accounts:
Balance at beginning of the year		—			(507	)		(1,947	)
Additions		(652	)		(2,036	)		(388	)
Write-offs		145			596			1,927
Balance at end of the year		(507	)		(1,947	)		(408	)
Accounts receivable, net		57,448			106,468			229,502

4. Inventories

Inventories consist of the following:

	As of December 31,
	2012		2013		2014
	RMB		RMB		RMB
Products		71,766		132,418		241,686
Packing materials and others		646		929		1,292
Inventories		72,412		133,347		242,978

Write-downs are recorded in cost of products in the consolidated statements of operations, which were RMB9,850, RMB11,992 and RMB12,497 for the years ended December 31, 2012, 2013 and 2014, respectively.

F-25

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

(All amounts in thousands, except for share and per share data)

5. Prepayments and other current assets

Prepayments and other current assets consist of the following:

	As of December 31,
	2012		2013		2014
	RMB		RMB		RMB
Deposits(1)		5,099		5,667		2,876
Value-added tax (“VAT”) recoverable		621		6,660		17,396
Employee advances(2)		4,459		2,854		4,261
Prepaid expenses		1,187		1,591		2,593
Deferral of initial public offering costs		—		—		2,128
Receivables from third-party couriers(3)		293		950		1,344
Receivables from third-party payment processing agencies(4)		—		—		5,646
Others		1,436		1,239		1,653
Prepayment and other current assets		13,095		18,961		37,897

(1) Deposits represent rental deposits and deposits paid to third-party vendors.

(2) Employee advances represent cash advanced to online store managers for store daily operation, such as online store promotion activities.

(3) Receivables from third-party couriers represent cash collected from customers and held by third-party couriers, which were received by the Group within several days after the fiscal year end.

(4) Receivables from third-party payment processing agencies represent cash that was received from customers but held by the processing agencies as of December 31, 2014. The receivables were collected by the Group subsequent to the year end.

6. Property and equipment, net

Property and equipment, net consists of the following:

	As of December 31,
	2012			2013			2014
	RMB			RMB			RMB
Electronic devices		6,799			13,678			18,398
Leasehold improvement		6,447			12,119			21,161
Vehicle		893			1,306			2,541
Furniture and office equipment		235			363			3,690
Total		14,374			27,466			45,790
Accumulated depreciation and amortization		(4,739	)		(8,126	)		(15,567	)
Property and equipment, net		9,635			19,340			30,223

Depreciation and amortization expenses were RMB3,467, RMB4,910 and RMB8,710 for the years ended December 31, 2012, 2013 and 2014, respectively.

F-26

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

(All amounts in thousands, except for share and per share data)

7. Intangible assets, Net

Intangible assets, net, consist of the following:

	As of December 31,
	2012			2013			2014
	RMB			RMB			RMB
Internally developed softwares		5,969			12,548			21,768
Trademarks		15			458			549
Accumulated amortization		(829	)		(3,107	)		(7,649	)
Intangible assets, net		5,155			9,899			14,668

Amortization expenses for intangible assets were RMB811, RMB2,278 and RMB4,542 for the years ended December 31, 2012, 2013 and 2014, respectively.

8. Investments in cost method investees

As of December 31, 2012, 2013 and 2014, investments in cost method investees accounted for under the cost method were nil, RMB5,625 and RMB5,625, respectively. As of December 31, 2013 and 2014, the Group had equity investments in two private companies that operate in the online tool development business in the PRC. The Group held 5% and 10% equity interest in them, respectively.

The Group is required to perform an impairment assessment of its investments whenever events or changes in business circumstances indicate that the carrying value of the investment may not be fully recoverable. An impairment loss is recorded when there has been a loss in value of the investment that is other than temporary. No impairment was recorded for the years ended December 31, 2012, 2013 and 2014.

9. Short-term borrowings

Short term borrowings consist of the following:

	As of December 31,
	2012		2013		2014
	RMB		RMB		RMB
Chong’qing Alibaba Small-loan Co., Ltd.		20,000		—		—
Bank of China		15,000		—		—
Standard Chartered Bank		11,519		—		—
Hang Seng Bank		2,255		—		—
		48,774		—		—

On October 22, 2012, the Group entered into a short-term borrowing agreement with Chong’qing Alibaba Small-loan Co., Ltd. As of December 31, 2012, the Group had borrowed RMB20,000 with a fixed interest rate of 18%. The loan was repaid on January 21, 2013.

On July 13, 2012, the Group entered into an one-year credit facility agreement with Bank of China with a maximum borrowing amount of RMB15,000. The facility was guaranteed by the personal properties of

F-27

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

(All amounts in thousands, except for share and per share data)

three founding shareholders of the Group. As of December 31, 2012, the Group had drawn down RMB15,000 with a fixed interest rate of 5.60%. The loan was repaid and the credit facility was terminated on April 18, 2013.

On December 18, 2012, the Group entered into a two-year credit facility agreement with Standard Chartered Bank with a maximum borrowing amount of RMB12,000. No collateral or pledge was made by the Group for this facility. As of December 31, 2012, the Group had drawn down RMB11,519 with a fixed interest rate of 6.71%. The loan was repaid in March 2013 and the credit facility was terminated in September 2013.

On October 19, 2012, the Group entered into an one-year credit facility agreement with Hang Seng Bank with a maximum borrowing amount of RMB5,000. No collateral or pledge was made by the Group for this facility. As of December 31, 2012, the Group had drawn down RMB2,255, with a fixed interest rate of 6.44%. The loan was repaid in 2013 and the credit facility was terminated in June 2013.

On October 25, 2013, the Group entered into an one-year credit facility agreement with Ping An Bank with a maximum borrowing amount of RMB150,000. No collateral or pledge was made by the Group for this facility. As of December 31, 2013 and 2014, the Group had not drawn down the facility. The credit facility was terminated in September 2014.

On March 27, 2014, the Group entered into an one-year credit facility agreement with Hangzhou Bank with a maximum borrowing amount of RMB50,000. No collateral or pledge was made by the Group for this facility.

On June 1, 2014, the Group entered into an one-year credit facility agreement with China Merchants Bank with a maximum borrowing amount of RMB70,000. No collateral or pledge was made by the Group for this facility.

On September 24, 2014, the Group entered into an one-year credit facility agreement with Ping An Bank with a maximum borrowing amount of RMB200,000. If the facility were to be drawn down, inventory and/or restricted cash are required to be pledged.

On October 22, 2014, the Group entered into an one-year credit facility agreement with Guangzhou Development Bank with a maximum borrowing up to RMB10,000. No collateral or pledge was made by the group for the loan facility.

Throughout the years ended December 31, 2012, 2013 and 2014, the Group drew down RMB76,512 with interest rates ranging from 5.6% to 6.71%, RMB55,477 with interest rates ranging from 6.44% to 6.71% and RMB160,000 with interest rates ranging from 6.16% to 7.28% from the short-term bank facilities, and repaid RMB62,799, RMB84,251 and RMB160,000, respectively.

The Group had RMB330,000 short-term bank facilities available as of December 31,2014.

F-28

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

(All amounts in thousands, except for share and per share data)

10. Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consist of the following:

	As of December 31,
	2012		2013		2014
	RMB		RMB		RMB
Logistics expenses accruals		5,109		19,961		23,254
Advances from customers		6,974		10,102		9,596
Outsourced labor cost		2,461		6,724		7,934
Salary and welfare payable		3,149		4,629		8,000
Deferred government subsidy		—		—		3,030
Professional fee accruals		2,689		3,141		2,690
Marketing expenses accruals		1,972		2,966		4,859
Other taxes payable		1,894		1,462		4,914
Interest payable		1,005		—		—
Others		1,499		1,980		2,509
Accrued expenses and other current liabilities		26,752		50,965		66,786

11. Income tax

Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, the Cayman Islands does not impose a withholding tax on payments of dividends to shareholders.

Under the current Hong Kong Inland Revenue Ordinance, the Group’s subsidiaries domiciled in Hong Kong are subject to 16.5% Hong Kong profit tax on their taxable income generated from operations in Hong Kong. Additionally, payments of dividends by the subsidiaries incorporated in Hong Kong to the Company are not subject to any Hong Kong withholding tax.

Under the Law of the People’s Republic of China on Enterprise Income Tax (‘‘EIT Law’’), the Group’s subsidiaries domiciled in the PRC are subject to 25% statutory rate.

The current and deferred portion of income tax expenses included in the consolidated statements of operations, which were substantially attributable to the Group’s PRC subsidiaries are as follows:

	For Year Ended December 31,
	2012		2013		2014
	RMB		RMB		RMB
Current tax expenses		—		307		1,912
Deferred tax		—		—		—
Income tax expenses		—		307		1,912

F-29

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

(All amounts in thousands, except for share and per share data)

Reconciliations of the differences between the PRC statutory income tax rate and the Group’s effective income tax rate for the years ended December 31, 2012, 2013 and 2014 are as follows:

	For Year Ended December 31,
	2012			2013			2014
Statutory income tax rate		25.00	%		25.00%			25.00%
Share-based compensation		(2.40	%)		(7.68%	)		(36.68%	)
Effect on tax rates in different tax jurisdiction		—			0.42%			(0.52%	)
Tax incentives relating to research and development expenditure		1.58	%		5.30%			5.62%
Other non-deductible expenses		(0.76	%)		(0.25%	)		(1,59%	)
Changes in valuation allowance		(23.42	%)		(23.61%	)		4.87%
Effective income tax rate		—			(0.82%	)		(3.30%	)

The principal components of the deferred tax assets and liabilities are as follows:

	As of December 31,
	2012			2013			2014
	RMB			RMB			RMB
Current deferred tax assets:
Logistics expenses accruals		1,277			4,990			5,813
Inventory write-down		2,688			3,310			3,316
Promotion expenses accruals		—			1,936			1,996
Outsourced labor cost		616			1,679			1,984
Promotion expenses paid but tax invoices not received		2,485			1,305			1,322
Salary and welfare payable		787			1,157			1,997
Professional fee accruals		672			785			672
Marketing expenses accruals		493			740			1,215
Allowance for doubtful accounts		127			487			102
Interest payable		251			—			—
Less: valuation allowance		(9,396	)		(16,389	)		(18,417	)
Current deferred tax assets, net		—			—			—
Non-current deferred tax assets:
Net operating loss carry forward		11,309			13,160			8,318
Less: valuation allowance		(11,309	)		(13,160	)		(8,318	)
Non-current deferred tax assets, net		—			—			—

The Group considers positive and negative evidences to determine whether some portion or all of the deferred tax assets will be more likely than not realized. This assessment considers, among other matters, the nature, frequency and severity of recent losses and forecasts of future profitability. These assumptions require significant judgment and the forecasts of future taxable income are consistent with the plans and estimates the

F-30

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

(All amounts in thousands, except for share and per share data)

Group is using to manage the underlying businesses. Valuation allowances are established for deferred tax assets based on a more likely than not threshold. The Group’s ability to realize deferred tax assets depends on its ability to generate sufficient taxable income within the carry forward periods provided for in the tax law. The Group has provided a full valuation allowance for the deferred tax assets as of December 31, 2012, 2013 and 2014, respectively, as management is not able to conclude that the future realization of those net operating loss carry forwards and other deferred tax assets are more likely than not. Amounts of operating loss carry forwards were RMB45,236, RMB52,640 and RMB33,273 for the years ended December 31, 2012, 2013 and 2014, which are expected to be expired from 2016 to 2019.

Movement of the valuation allowance is as follows:

	For Year Ended December 31,
	2012		2013		2014
	RMB		RMB		RMB
Balance as of January 1		9,641		20,705		29,549
Additions		11,064		8,844		—
Reversals		—		—		(2,814	)
Balance as of December 31		20,705		29,549		26,735

Uncertainties exist with respect to how the current income tax law in the PRC applies to the Group’s overall operations, and more specifically, with regard to tax residency status. The EIT Law includes a provision specifying that legal entities organized outside of the PRC will be considered residents for Chinese income tax purposes if the place of effective management or control is within the PRC. The implementation rules to the EIT Law provide that non-resident legal entities will be considered PRC residents if substantial and overall management and control over the manufacturing and business operations, personnel, accounting and properties, occurs within the PRC. Despite the present uncertainties resulting from the limited PRC tax guidance on the issue, the Group does not believe that the legal entities organized outside of the PRC within the Group should be treated as residents for EIT Law purposes. If the PRC tax authorities subsequently determine that the Company and its subsidiaries registered outside the PRC should be deemed resident enterprises, the Company and its subsidiaries registered outside the PRC will be subject to the PRC income taxes, at a rate of 25%. The Group is not subject to any other uncertain tax position.

Aggregate accumulated deficit of the Company’s subsidiaries and VIE located in the PRC was approximately RMB71,390, RMB127,449 and RMB93,122 at December 31, 2012, 2013 and 2014, respectively. Accordingly, no deferred tax liability has been accrued for the PRC dividend withholding taxes that would be payable upon the distribution of those amounts to the Company as of December 31, 2012, 2013 and 2014.

F-31

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

(All amounts in thousands, except for share and per share data)

12. Net loss per share

Basic and diluted net loss per share for each of the years presented are calculated as follow:

	For Year Ended December 31,
	2012			2013			2014
	RMB			RMB			RMB
Numerator:
Net loss		(47,234	)		(37,771	)		(59,814	)
Deemed dividend from issuance of preferred share		(4,683	)		—			(16,666	)
Change in redemption value of preferred shares		(16,231	)		(61,435	)		(79,169	)
Net loss attributable to ordinary shareholders		(68,148	)		(99,206	)		(155,649	)
Net loss per ordinary share—basic and diluted		(2.27	)		(3.31	)		(5.31	)
Shares (Denominator):
Weighted average number of ordinary shares—basic and diluted		29,983,883			29,983,883			29,314,067

The Group has determined that its convertible redeemable preferred shares are participating securities as the preferred shares participate in undistributed earnings on an as-if-converted basis. The holders of the preferred shares are entitled to receive dividends on a pro rata basis, as if their shares had been converted into ordinary shares. Accordingly, the Group uses the two-class method of computing net income per share, for ordinary and preferred shares according to participation rights in undistributed earnings, However, undistributed net loss is only allocated to ordinary shareholders because holders of preferred shares are not contractually obligated to share losses.

As a result of the Group’s net loss for the three years ended December 31, 2012, 2013 and 2014, Series A, B, C1, C2 and D preferred shares and share options outstanding in the respective periods were excluded from the calculation of diluted loss per share as their inclusion would have been anti-dilutive.

	As of December 31,
	2012		2013		2014
Number of Series A Shares outstanding		19,622,241		19,622,241		19,622,241
Number of Series B Shares outstanding		26,532,203		26,532,203		26,532,203
Number of Series C1 Shares outstanding		29,056,332		29,056,332		29,056,332
Number of Series C2 Shares outstanding		—		—		1,925,063
Number of Series D Shares outstanding		—		—		7,504,324
Share options		4,429,040		7,515,838		15,153,023

13. Related party transactions

The table below sets forth the major related party and their relationships with the Group as of December 31, 2014:

Name of related parties	Relationship with the Group
Alibaba Group Holding Limited (“Alibaba Group”)	Parent company of Alibaba, one of our preferred shareholders
Ahead (Shanghai) Trade Co., Ltd (“Ahead”)	Subsidiary of Softbank, one of our preferred and ordinary shareholders

F-32

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

(All amounts in thousands, except for share and per share data)

(a) The Group entered into the following transactions with its related parties:

	For Year Ended December 31,
	2012		2013		2014
	RMB		RMB		RMB
Marketing service fees paid to Alibaba Group		28,546		52,617		69,072
Logistic service fees paid to Alibaba Group		1,022		3,328		1,603
Promotion service revenue generated from Alibaba Group		37,609		12,677		—
Interest expense paid to Alibaba Group		890		13		—
Store operation service revenue generated from Ahead		—		—		622
Commission fee paid to Ahead		—		—		484

(b) The Group had the following balances with its related parties:

	As of December 31,
	2012		2013		2014
	RMB		RMB		RMB
Amounts due to Alibaba Group		12,000		—		—
Amount due to Investors and Founding Shareholders		—		—		7,469
Amounts due from Alibaba Group		16,741		7,126		12,743
Amounts due from Ahead		—		—		2,406

Amounts due to Alibaba Group consisted of an entrust loan from Alibaba Group with interest rate of 10% with no collateral, which was paid off in 2013.

In connection with the Redomiciliation, as a condition to obtain PRC approval, the Company is required to demonstrate that it has sufficient funds to legally acquire 100% of the equity interest of Shanghai Baozun from the then shareholders of Shanghai Baozun which is determined to be approximately RMB69 million by the PRC government. In order to facilitate such approval process, the Founding Shareholders and the Investors advanced RMB20,963 and RMB47,978, respectively to the Company. As of December 31, 2014, the Company returned RMB61,472 to its Founding Shareholders and Investors after the Redomiciliation process was completed. The remaining RMB7,469 will be returned upon the request of the Founding Shareholders and Investors.

Amounts due from Alibaba Group consisted of receivables of RMB16,741, RMB7,126 and RMB12,743 to be collected from Alibaba Group for promotion services provided by the Group and deposits paid as of December 31, 2012, 2013 and 2014, respectively.

Amounts due from Ahead consisted of receivables of RMB1,333 to be collected from Ahead for services provided by the Group and RMB1,073 for prepayment to Ahead as of December 31, 2014.

F-33

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

(All amounts in thousands, except for share and per share data)

14. Commitments

Operating Leases Agreements

The Group leases office space, service center and warehouses under non-cancellable operating lease agreements that expire at various dates through December 2019. During the three years ended December 31, 2012, 2013 and 2014, the Company incurred rental expenses amounted to RMB11,134, RMB11,758 and RMB15,947, respectively.

As of December 31, 2014, minimum lease payments under all non-cancellable leases were as follows:

	Year ended December 31,
	RMB
2015		18,923
2016		14,950
2017		6,380
2018		2,979
2019		1,530
Total lease commitment		44,762

15. Share-Based Compensation

On January 28, 2010, Shanghai Baozun’s board of directors approved the Share Incentive Plan of Shanghai Baozun (the “Shanghai Baozun Plan”), which governs the terms of a variety of share-based incentive awards Shanghai Baozun can offer to employees, officers, directors and individual consultants who render services to Shanghai Baozun.

In conjunction with the Redomiciliation in 2014, the Group adopted the 2014 Share Incentive Plan (“2014 Plan”), which was approved by the board of directors of the Company, to replace the Shanghai Baozun Plan. Under the 2014 Plan, the maximum aggregate number of shares that may be issued shall not exceed 20,331,467. The term of the option shall not exceed ten years from the date of grant. The awards granted and outstanding under the Shanghai Baozun Plan will survive and remain effective and binding under the 2014 Plan.

During the years ended December 31, 2012 and 2013, the Group granted 932,414 and 74,209 share options to senior management and a consultant, respectively. These share options have an exercise price of RMB0.1 and can be exercised immediately upon issuance.

Through December 2011, the Group granted 3,443,615 share options to directors, senior management and employees. During the year ended December 31, 2012, the Group granted 366,008 share options to directors, senior management and employees. These options have an exercise price of RMB0.1 and vest over 4 years subject to the following exercisability conditions:

50% of the vested options can be exercised if the Group generated profit (“Profit Target”),

20% of the vested options can be exercised if the Group achieved the annual sales target (“Sales Target”), and

F-34

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

(All amounts in thousands, except for share and per share data)

30% of the vested options can be exercised if the option holder achieved the annual individual performance review target (“Individual Target”)

The Group recognized compensation expenses related to the options linked to Sales Target and Individual Target during the vesting period based on the probable outcome of these performance conditions. The Group has determined that it is probable these conditions will be met; as such the share-based compensation is recognized upon vesting of these share options.

The Group did not recognize any share-based compensation expense for 50% of the options granted linked to the Profit Target as this performance condition was considered not probable. In August 2011, the Group removed the Profit Target requirement for the first year of the vesting period of the options granted before this date; the unrecognized compensation cost based on the modification date fair value related to vested options associated with the Profit Target was recognized in August 2011. In October 2013, the Group removed the Profit Target requirement for the remainder of vested option associated with the Profit Target. The unrecognized compensation cost based on the modification date fair value related to vested options associated with the Profit Target was recognized in October 2013.

During the year ended December 31, 2013, the Group granted 3,525,191 share options to certain directors, senior management and employees. These options have an exercise price of RMB0.1 and vest over 4 years.

On August 29, 2014, the Group granted 5,903,533 share options to certain senior management. These share options have an exercise price of RMB0.1 per share and can be exercised immediately upon the issuance. The Group also granted 2,989,300 share options to certain employees and senior management. These shares options have an exercise price of RMB0.1 per share and vest over 4 years.

The Group has used the binomial model to estimate the fair value of the options granted under the Baozun Plan. The fair value per option was estimated at the date of grant using the following weighted-average assumptions:

	2012			2013			2014
Risk-free interest rate		2.57	%		2.59	%		2.99	%
Contract life		10 years			10 years			10 years
Expected volatility range		55.97	%		50.68	%		50.48	%
Expected dividend yield		0.00	%		0.00	%		0.00	%
Fair value of the underlying shares on the date of option grants (RMB)		3.47			5.93			13.32

The Group estimated the risk free interest rate based on the yield to maturity of U.S. treasury bonds denominated in USD and adjusted for country risk premium of PRC at the option valuation date. The expected volatility at the date of grant date and each option valuation date was estimated based on the annualized standard deviation of the daily return embedded in historical share prices of comparable peer companies with a time horizon close to the expected expiry of the term. The Group has never declared or paid any cash dividends on its capital stock, and the Group does not anticipate any dividend payments in the foreseeable future.

F-35

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

(All amounts in thousands, except for share and per share data)

A summary of option activity under the Baozun Plan during the years ended December 31, 2012, 2013 and 2014 is presented below:

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value of Options
				RMB				RMB
Outstanding, as of January 1, 2012		3,443,615			0.01
Granted		1,298,422			0.01
Forfeited		(312,997	)
Outstanding, as of December 31, 2012		4,429,040			0.01		8.03
Granted		3,599,400			0.01
Forfeited		(512,602	)
Outstanding, as of December 31, 2013		7,515,838			0.01		8.10		—
Granted		8,892,833
Forfeited		(1,255,648	)
Outstanding, as of December 31, 2014		15,153,023			0.01		8.60		—
Vested and expected to vest as of December 31, 2014		14,479,082			0.01		8.62		—
Exercisable as of December 31, 2014		9,895,552			0.01		8.25		144,399

The weighted-average grant-date fair value of the options granted in 2012, 2013 and 2014 was RMB3.47, RMB5.93 and RMB13.32 per share. The Group recorded compensation expense of RMB4,526, RMB11,506 and RMB84,963 for the years ended December 31, 2012, 2013 and 2014, respectively, which were classified in the accompanying consolidated statements of operations as follows:

	For Year Ended December 31,
	2012		2013		2014
	RMB		RMB		RMB
Fulfillment		73		584		460
Sales and marketing		685		5,822		5,469
Technology and content		159		1,608		26,311
General and administrative		3,609		3,492		52,723
		4,526		11,506		84,963

As of December 31, 2014, there was RMB48,121 of total unrecognized compensation expense related to unvested share options granted. That cost is expected to be recognized over a weighted-average period of 3.15 years.

F-36

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

(All amounts in thousands, except for share and per share data)

16. Ordinary Shares

Upon the incorporation of the Company in December 2013, the Founding Shareholders of the Group subscribed 29,983,883 ordinary shares of the Company at par value of US$0.0001. In August 2014, the Company repurchased 1,925,063 ordinary shares from the Founding Shareholders. As of December 31, 2014, the Company had 28,058,820 ordinary shares outstanding.

17. Convertible Redeemable Preferred Shares

On December 31, 2009 and August 19, 2010, Alibaba acquired 39.56% of equity interest of Shanghai Baozun with preference rights (“Series A equity interests”) for a total consideration of RMB32,732.

In January and June 2011, Crescent Castle and New Access acquired 27.55% of equity interests with preferential rights (“Series B equity interests) for a total consideration of RMB119,120. In January 2011, Alibaba further acquired 7.29% of Series B equity interests for a total consideration of RMB12,859.

Series B equity interests have preferential rights to Series A equity interests and ordinary shares in respect of redemption and distribution of proceeds upon liquidation. Series A and Series B equity interests are automatically redeemed at a price equal to the subscription price plus interest at a per annum compounded rate of 12.5% in the event a Qualified IPO does not occur by December 31, 2015. Both Series A and Series B equity interests are automatically converted into ordinary shares on a 1:1 basis upon a Qualified IPO, but have no other stated conversion rights.

In September 2012, a group of investors including existing preferred share investors acquired 27.62% of equity interests with preferential rights (“Series C1 equity interests) for an aggregate consideration of RMB266,240. The difference between the fair value of Series C1 Shares of RMB270,923 as determined by the Company with the assistance of independent valuation firm and the consideration paid by the investors was recognized as a deemed dividend in the amount of RMB4,683. Series C1 equity interests have preferential rights to Series B equity interests, Series A equity interests, and ordinary shares in respect of distribution of proceeds upon liquidation. Series C1 equity interests are automatically redeemed at a price equal to the subscription price plus interest at a per annum compounded rate of 15% in the event a Qualified IPO does not occur by December 5, 2017. Series C1 equity interests are automatically converted into ordinary shares on a 1:1 basis upon a Qualified IPO, but have no other stated conversion rights.

In conjunction with the issuance of Series C1 equity interests, Shanghai Baozun modified the terms of Series A equity interests and Series B equity interests to extend the date of mandatory redemption from December 31, 2015 to December 5, 2017. Subsequent to this modification, Series C1 equity interests, Series B equity interests, and Series A equity interests contain the same terms with the exception of priority in liquidation or redemption (i.e., Series C1 equity interests have priority over Series B equity interests, which have priority over Series A equity interests, which have priority over ordinary shares). The change to Series A equity interests and Series B equity interests in September 2012 were limited to an extension of the mandatory redemption date on failure of the Company to consummate a Qualified IPO from December 31, 2015 to December 5, 2017, the Company does not consider this change as an extinguishment of Series A equity interests and Series B equity

F-37

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

(All amounts in thousands, except for share and per share data)

interest as the impact of this change was not significant. The extension of the mandatory redemption date did not increase the value of convertible redeemable preferred shares.

Upon the Redomiciliation as described in Note 1, Investors exchanged all of their Series A equity interests, Series B equity interests and Series C1 equity interests into 19,622,241 Series A convertible redeemable preferred shares (“Series A Shares”), 26,532,203 Series B convertible redeemable preferred shares (“Series B Shares”) and 29,056,332 Series C1 convertible redeemable preferred shares (“Series C1 Shares”) of the Company, respectively (collectively, “Preferred Shares).

In August 2014, the Company repurchased 1,925,063 ordinary shares from the Founding Shareholders at a consideration of RMB20,964. At the same time, the Company issued 1,925,063 Series C2 convertible redeemable preferred shares (“Series C2 Shares”) at a consideration of RMB20,964 to several Series C1 investors. The difference between the fair value of Series C2 Shares of RMB37,630 as determined by the Company with the assistance of independent valuation firm and the consideration paid by the investors was recognized as a deemed dividend in the amount of RMB16,666.

In October 2014, the Company issued 7,504,324 shares of Convertible Redeemable Series D Preferred Shares (“Series D shares”), par value of US$0.0001 per share to Tsubasa Corporation (“Softbank”) at a price of US$3.20 (Equivalent of RMB19.69) per share for total consideration of RMB145,746.

The key terms of the Preferred Shares after the Redomiciliation are as follows:

Conversion

Each holder of Preferred Shares shall have the right, at such holder’s sole discretion, to convert all or any portion of the Preferred Shares into ordinary shares based on a one-for-one basis at any time. The initial conversion price is the issuance price of Preferred Shares, subject to adjustment in the event of (1) stock splits, share combinations, share dividends and distribution, recapitalizations and similar events, and (2) issuance of new securities at a price per share less than the conversion price in effect on the date of or immediately prior to such issuance. In that case, the conversion price shall be reduced concurrently to the subscription price of such issuance.

The Preferred Shares will be automatically converted into ordinary shares at the then applicable conversion price upon the earlier of (1) the closing of a Qualified Initial Public Offering, or (2) the date specified by written consent or agreement of majority holders of Preferred Shares.

Voting Rights

The Preferred Shareholders are entitled to vote with ordinary shareholders on an as-converted basis. The holders of the Preferred Shares also have certain veto rights including, but not limited to, an increase or decrease in the total number of directors and change of board composition, appointment or removal of senior management, approval of business plan and operating budget, dividend declaration, any merger, split, reorganization or consolidation.

F-38

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

(All amounts in thousands, except for share and per share data)

Dividends

The Preferred Shareholders participate in dividends on an as-converted basis and must be paid prior to any payment on ordinary shares.

Redemption

Series D Shares:

At any time after October 29, 2019, or the date of the occurrence of a material breach by any of the Group’s entities, holder of Series D Shares may, at any time thereafter require that the Company redeem all or a portion of the Series D Shares by such holder at a redemption price per share equal to the sum of: (i) an amount equal to the original issuance price plus annual rate of return of 15% from the date that such holder made payment to Baozun, and (ii) all dividends accrued and unpaid with respect thereto (as adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions).

Series C1 and C2 Shares:

At any time after October 29, 2019, or the date of the occurrence of a material breach by any of the Group’s entities, holder of Series C1 and C2 Shares may, at any time thereafter require that the Company redeem all or a portion of the Series C1 and C2 Shares by such holder at a redemption price per share equal to the sum of: (i) an amount equal to the original issuance price plus annual rate of return of 15% from the date that such holder made payment to Baozun, and (ii) all dividends accrued and unpaid with respect thereto (as adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions).

Series A and B Shares:

At any time after October 29, 2019, or the date of the occurrence of a material breach by any of the Group’s entities, holder of Series A and B Shares may, at any time thereafter require that the Company redeem all or a portion of the Series A and B Shares by such holder at a redemption price per share equal to the sum of: (i) an amount equal to the original issue price plus annual rate of return of 12.5% from the date that such holder made payment to Baozun, and (ii) all dividends accrued and unpaid with respect thereto (as adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions).

In the event insufficient funds are available to pay in full the redemption price in respect of each Preferred Shareholders at any time, the sequence of redemption right of all series of preferred shares was as follows:

(1) Series D Shares

(2) Series C1 and C2 Shares

(3) Series B Shares

(4) Series A Shares

F-39

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

(All amounts in thousands, except for share and per share data)

The following is the rollforward of the carrying amounts of Series A, Series B, Series C1, Series C2 and Series D shares for the three years ended December 31, 2012, 2013 and 2014:

	Series A		Series B		Series C1		Series C2		Series D
	RMB		RMB		RMB		RMB		RMB
January 1, 2012		43,986		146,165		—		—		—
Issuance of Series C1 Shares		—		—		254,240		—		—
Deemed dividend from issuance of Series C1 Shares		—		—		4,683		—		—
Change in redemption value		201		16,030		—		—		—
December 31, 2012		44,187		162,195		258,923		—		—
Collection of subscription receivable of Series C1 Shares		—		—		12,000		—		—
Change in redemption value		5,523		17,987		37,925		—		—
December 31, 2013		49,710		180,182		308,848		—		—
Issuance of Series C2 Shares		—		—		—		20,964		—
Deemed dividend from issuance of Series C2 Shares								16,666
Issuance of Series D Shares		—		—		—		—		145,746
Change in redemption value		6,214		21,943		46,328		—		4,684
December 31, 2014		55,924		202,125		355,176		37,630		150,430

The Company recognizes changes in the redemption value immediately as they occur and adjusts the carrying amount of the Preferred Shares to equal the redemption value at the end of each reporting period as if it were the redemption date for the Preferred Shares. The change in redemption value is recorded against retained earnings, or in the absence of retained earnings, by charges against additional paid-in-capital. Once additional paid-in-capital has been exhausted, additional charges are recorded by increasing the accumulated deficit.

Liquidation

In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the holders of Preferred Shares are entitled to receive, prior to any distribution to the holders of ordinary shares, an amount per share equal to 150% of issue price plus all accrued or declared but unpaid dividend (the “Preference Amount”). After the Preference Amount has been paid, any remaining funds or assets legally available for distribution shall be distributed pro rata among the Preferred Shareholders together with ordinary shares.

In the event insufficient funds are available to pay in full the Preference Amount in respect of each Preferred Shareholders, the sequence of liquidation right of all series of preferred shares was as follows:

(1) Series D Shares

(1) Series C1 and C2 Shares

(2) Series B Shares

(3) Series A Shares

F-40

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

(All amounts in thousands, except for share and per share data)

A liquidation event includes, (i) any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary; business license of Baozun or any renewal thereof is terminated, cancelled, or revoked; (ii) any sale of all or substantially all of the assets of the Group to a third party unaffiliated with any member of the Group; or (iii) the transfer (whether by merger, reorganization or other transaction) in which a majority of the outstanding voting power of the Company is transferred (excluding any sale of Shares by the Company for capital raising purposes).

18. Employee Benefit Plans

The Group’s PRC subsidiaries are required by law to contribute a certain percentages of applicable salaries for retirement benefits, medical insurance benefits, housing funds, unemployment and other statutory benefits. The PRC government is directly responsible for the payments of such benefits. The Group contributed RMB11,763, RMB15,242 and RMB20,339 for the years ended December 31, 2012, 2013 and 2014, respectively, for such benefits.

19. Segment and Geographic Information

The Group has only one reportable segment since the Group does not distinguish revenues, costs and expenses between segments in its internal reporting, and reports costs and expenses by nature as a whole.

The Group’s chief operating decision maker, who has been identified as the Chief Executive Officer, reviews the consolidated results when making decisions about allocating resources and assessing performance of the Group as a whole. The Group does not distinguish among markets or segments for the purpose of internal reports. The Group also does not track revenues by different types of products, as such, it is impracticable to present information about revenues from different product categories. Almost all sales are made to customers located in the PRC. As almost all the property and equipment of the Group located in the PRC, no geographical segments are presented.

20. Restricted Net Assets

Pursuant to the laws applicable to the PRC’s foreign investment enterprises and local enterprises, the Company’s entities in the PRC must make appropriation from after-tax profit to non-distributable reserve funds as determined by the Board of Directors of the Company.

The Company’s subsidiaries and VIE, in accordance with the China Company Laws, must make appropriation from its after-tax profit (as determined under PRC GAAP) to non-distributable reserve funds including (i) statutory surplus fund, (ii) statutory public welfare fund and (iii) discretionary surplus fund. Statutory surplus fund is at least 10% of the after-tax profit as determined under PRC GAAP until such reserve has reached 50% of the registered capital of the respective company. Appropriation of the statutory public welfare fund and discretionary surplus fund are made at the discretion of the Company.

The appropriation to these reserves by the Group’s PRC entities were nil, nil and RMB638 for the years ended December 31, 2012, 2013 and 2014. The accumulated reserves as of December 31, 2012, 2013 and 2014 were nil, nil and RMB638, respectively.

F-41

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012, 2013 AND 2014

(All amounts in thousands, except for share and per share data)

As a result of these PRC laws and regulations and the requirement that distributions by PRC entities can only be paid out of distributable profits computed in accordance with PRC GAAP, the PRC entities are restricted from transferring a portion of their net assets to the Group. Amounts restricted include paid-in capital and the statutory reserves of the Company’s PRC subsidiaries and VIE. As of December 31, 2014, the aggregate amount of restricted capital and statutory reserves, which represented the amount of net assets of the relevant subsidiaries in the Group not available for distribution, was RMB3,621.

21. Subsequent Events

In February 2015, the Group granted 100,000 restricted ordinary shares to one director at issuance price of RMB0.001 and 3,949,975 share options to certain of the Group’s management and employees at an exercise prices of RMB9.3 to RMB17.8. The options expire ten years from the date of grant. The share options and restricted ordinary shares vest ratably at each grant date anniversary over a period of four years.

F-42

ADDITIONAL FINANCIAL INFORMATION OF PARENT COMPANY -

FINANCIAL STATEMENTS SCHEDULE I

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

FINANCIAL INFORMATION OF PARENT COMPANY

CONDENSED BALANCE SHEETS

(All amounts in thousands, except for share and per share data)

	As of December 31,
	2013			2014
	RMB			RMB			US$ Note 5
ASSETS
Current assets:
Cash and cash equivalents		—			144,814			23,340
Prepayments and other current assets		—			823			133
Amounts due from subsidiaries and VIE		444,957			535,852			86,363
Total current assets		444,957			681,489			109,836
Investments in subsidiaries and VIE		(138,592	)		(194,926	)		(31,416	)
TOTAL ASSETS		306,365			486,563			78,420
LIABILITIES
Current liabilities:
Other current liabilities		—			38			6
Amounts due to related parties		—			7,469			1,204
Total current liabilities		—			7,507			1,210
TOTAL LIABILITIES		—			7,507			1,210
Convertible redeemable preferred shares:
Series A convertible redeemable preferred shares (US$0.0001 par value; 19,622,241 shares authorized, issued and outstanding as of December 31, 2013 and 2014, respectively; redemption value of RMB49,710 and RMB55,924 as of December 31, 2013 and 2014, respectively; liquidation value of RMB49,098)		49,710			55,924			9,013
Series B convertible redeemable preferred shares (US$0.0001 par value; 26,532,203 shares authorized, issued and outstanding as of December 31, 2013 and 2014, respectively; redemption value of RMB179,667 and RMB202,125 as of December 31, 2013 and 2014, respectively; liquidation value of RMB198,088)		180,182			202,125			32,577
Series C1 convertible redeemable preferred shares (US$0.0001 par value; 29,056,332 shares authorized, issued and outstanding as of December 31, 2013 and 2014, respectively; redemption value of RMB308,848 and RMB335,176 as of December 31, 2013 and 2014, respectively; liquidation value of RMB403,417)		308,848			355,176			57,244
Series C2 convertible redeemable preferred shares (US$0.0001 par value; 1,925,063 shares authorized, issued and outstanding as of December 31, 2014; redemption value of RMB21,715 as of December 31, 2014, respectively; liquidation value of RMB31,445)		—			37,630			6,065
Series D convertible redeemable preferred shares (US$0.0001 par value; 7,504,324 shares authorized, issued and outstanding as of December 31, 2014; redemption value of RMB150,430 as of December 31, 2014; liquidation value of RMB220,689)		—			150,430			24,245
SHAREHOLDERS’ DEFICIT
Ordinary shares (US$0.0001 par value; 500,000,000 shares authorized, 28,058,820 shares issued and outstanding as of December 31, 2014)		18			17			3
Additional paid-in capital		—			3,755			605
Subscription receivable		(18	)		—			—
Accumulated deficit		(232,330	)		(327,205	)		(52,736	)
Accumulated other comprehensive income (loss)		(45	)		1,204			194
Total shareholders’ deficit		(232,375	)		(322,229	)		(51,934	)
TOTAL LIABILITIES, CONVERTIBLE REDEEMABLE PREFERRED SHARES AND SHAREHOLDERS’ DEFICIT		306,365			486,563			78,420

F-43

ADDITIONAL FINANCIAL INFORMATION OF PARENT COMPANY -

FINANCIAL STATEMENTS SCHEDULE I

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

FINANCIAL INFORMATION OF PARENT COMPANY

CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(All amounts in thousands, except for share and per share data)

	From Date of Inception to December 31, 2013			For Year Ended December 31, 2014
	RMB			RMB			US$ Note 2
Operating expenses:
General and administrative		—			(66	)		(11	)
Total operating expenses		—			(66	)		(11	)
Loss from operations		—			(66	)		(11	)
Exchange loss		—			(2,414	)		(387	)
Equity in loss of subsidiaries and VIE		(1,242	)		(57,334	)		(9,241	)
Net loss		(1,242	)		(59,814	)		(9,639	)
Deemed dividend from issuance of convertible redeemable preferred shares		—			(16,666	)		(2,686	)
Change in redemption value of convertible redeemable preferred shares		(1,058	)		(79,169	)		(12,760	)
Net loss attributable to ordinary shareholders		(2,300	)		(155,649	)		(25,085	)
Net loss		(1,242	)		(59,814	)		(9,639	)
Other comprehensive income (loss), net of tax of nil:
Foreign currency translation adjustment		(45	)		1,249			201
Comprehensive loss		(1,287	)		(58,565	)		(9,438	)

F-44

ADDITIONAL FINANCIAL INFORMATION OF PARENT COMPANY -

FINANCIAL STATEMENTS SCHEDULE I

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

FINANCIAL INFORMATION OF PARENT COMPANY

CONDENSED STATEMENTS OF CASH FLOWS

(All amounts in thousands, except for share and per share data)

	From Date of Inception to December 31, 2013			For Year Ended December 31, 2014
	RMB			RMB			US$ Note 2
Cash flows from operating activities:
Net loss		(1,242	)		(59,814	)		(9,639	)
Adjustments to reconcile net loss to net cash used by operating activities:
Exchange loss		—			2,414			387
Equity in loss of subsidiaries and VIE		1,242			57,334			9,241
Changes in liabilities, net of effects of acquisition:
Other current liabilities		—			38			6
Amounts due from subsidiaries and VIE		—			(5,932	)		(956	)
Net cash used in operating activities		—			(5,960	)		(961	)
Cash flows from financing activities:
Proceeds from amounts due to related parties		—			68,941			11,111
Repayment of amounts due to related parties		—			(61,472	)		(9,907	)
Proceeds from shareholders’ payment for ordinary shares		—			17			3
Proceeds from issuance of Series D convertible redeemable preferred shares, net		—			145,746			23,490
Payment of initial public offering costs		—			(823	)		(133	)
Net cash provided by investing activities					152,409			24,564
Net increase in cash and cash equivalents		—			146,449			23,603
Cash and cash equivalents, beginning of year		—			—			—
Effect of exchange rate changes on cash and cash equivalents		—			(1,635	)		(263	)
Cash and cash equivalents, end of year		—			144,814			23,340

F-45

ADDITIONAL FINANCIAL INFORMATION OF PARENT COMPANY -

FINANCIAL STATEMENTS SCHEDULE I

BAOZUN INC.

(FORMERLY NAMED AS BAOZUN CAYMAN INC.)

FINANCIAL INFORMATION OF PARENT COMPANY

NOTES TO SCHEDULE I

1) Schedule I has been provided pursuant to the requirements of Rule 12-04(a) and 5-04(c) of Regulation S-X, which require condensed financial information as to the financial position, changes in financial position and results of operations of a parent company as of the same dates and for the same periods for which audited consolidated financial statements have been presented when the restricted net assets of consolidated subsidiaries exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year.

2) As disclosed in Note 1 to the consolidated financial statements, the Company was incorporated in December, 2013 in the Cayman Islands to be the holding company of the Group. The Company undertook a series of reorganization transactions to redomicile its business from PRC to the Cayman Island. The condensed statements of operations and comprehensive income in 2013 present the results of the Company’s operation for the period from December 18, 2013 to December 31, 2013.

3) The condensed financial information has been prepared using the same accounting policies as set out in the consolidated financial statements except that the equity method has been used to account for investments in its subsidiaries and VIE. For the parent company, the Company records its investments in subsidiaries and VIE under the equity method of accounting as prescribed in ASC 323, Investments-Equity Method and Joint Ventures. Such investments are presented on the Condensed Balance Sheets as “Investment in subsidiaries and VIE” and the subsidiaries and VIE’ profit or loss as “Equity in income/loss of subsidiaries” on the Condensed Statements of Operations and Comprehensive Income. Ordinarily under the equity, an investor in an equity method investee would cease to recognize its share of the losses of an investee once the carrying value of the investment has been reduced to nil absent an undertaking by the investor to provide continuing support and fund losses. For the purpose of this Schedule I, the parent company has continued to reflect its share, based on its proportionate interest, of the losses of subsidiaries and VIE regardless of the carrying value of the investment even though the parent company is not obligated to provide continuing support or fund losses.

4) As of December 31, 2013 and 2014, there were no material contingencies, significant provisions of long-term obligations, mandatory dividend or redemption requirements of redeemable stocks or guarantees of the Company.

5) Translations of balances in the additional financial information of Parent Company — Financial Statements Schedule I from RMB into US$ as of and for the year ended December 31, 2014 are solely for the convenience of the readers and were calculated at the rate of US$1.00 = RMB6.2046, representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on December 31, 2014. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2014, or at any other rate.

F-46

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 6. Indemnification of Directors and Officers

Cayman Islands law does not limit the extent to which a company’s articles of association may provide indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to the public interest, such as providing indemnification against civil fraud or the consequences of committing a crime. The registrant’s articles of association provide that each officer or director of the registrant shall be indemnified out of the assets of the registrant against any liability incurred by him or her in defending any proceedings, whether civil or criminal, in which judgment is given in his or her favor, or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his or her part, or in which he or she is acquitted or in connection with any application in which relief is granted to him or her by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the registrant.

Under the form of indemnification agreements filed as Exhibit 10.2 to this registration statement, we will agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or executive officer.

The form of underwriting agreement to be filed as Exhibit 1.1 to this registration statement will also provide for indemnification of us and our officers and directors.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7. Recent Sales of Unregistered Securities

During the past three years, we have issued and sold the securities described below without registering the securities under the Securities Act. None of these transactions involved any underwriters’ underwriting discounts or commissions, or any public offering. We believe that each of the following issuances to private placement investors was exempt from registration under the Securities Act in reliance on Regulation S under the Securities Act or pursuant to Section 4(2) of the Securities Act regarding transactions not involving a public offering. We believe that our issuances of options to our employees, directors, officers and consultants were exempt from registration under the Securities Act in reliance on Rule 701 under the Securities Act.

Purchaser	Date of Sale or Issuance	Type and Number of Securities	Consideration in U.S. dollars	Securities Act Exemption
PBE Holdings Limited	December 17, 2013	5,622,000 ordinary shares	US$562.2	Regulation S under the Securities Act
Shiyun Holdings Limited	December 17, 2013	3,909,700 ordinary shares	US$391.0	Regulation S under the Securities Act
Casvendino Holdings Limited	December 17, 2013	4,518,000 ordinary shares	US$451.8	Regulation S under the Securities Act
Erry Holdings Limited	December 17, 2013	2,956,410 ordinary shares	US$295.6	Regulation S under the Securities Act
Fun Team Holdings Limited	December 17, 2013	1,014,710 ordinary shares	US$101.5	Regulation S under the Securities Act
Jesvinco Holdings Limited	December 17, 2013	10,038,000 ordinary shares	US$1,003.8	Regulation S under the Securities Act

II-1

Purchaser	Date of Sale or Issuance	Type and Number of Securities	Consideration in U.S. dollars	Securities Act Exemption
Private Opportunities (Mauritius) I Limited	June 10, 2014	5,722,790 Series C-1 preferred shares	US$572.3	Section 4(2) of the Securities Act
Private Opportunities (Mauritius) I Limited	August 26, 2014	392,630 Series C-1 preferred shares and 524,776 Series C-2 preferred shares	US$91.7	Section 4(2) of the Securities Act
GS Investment Partners (Mauritius) I Limited	June 10, 2014	3,815,190 Series C-1 preferred shares	US$381.5	Section 4(2) of the Securities Act
GS Investment Partners (Mauritius) I Limited	August 26, 2014	261,753 Series C-1 preferred shares and 349,850 Series C-2 preferred shares	US$61.2	Section 4(2) of the Securities Act
Alibaba Investment Limited	June 10, 2014	18,362,430 Series A preferred shares, 5,196,400 Series B preferred shares and 1,211,170 Series C-1 preferred shares	US$2,477.0	Section 4(2) of the Securities Act
Alibaba Investment Limited	August 26, 2014	1,259,811 Series A preferred shares, 356,515 Series B preferred shares and 83,096 Series C-1 preferred shares	US$160.9	Section 4(2) of the Securities Act
Crescent Castle Holdings Ltd	June 10, 2014	17,652,860 Series B preferred shares and 6,763,820 Series C-1 preferred shares	US$2,441.7	Section 4(2) of the Securities Act
Crescent Castle Holdings Ltd	August 26, 2014	1,211,129 Series B preferred shares and 464,054 Series C-1 preferred shares	US$167.5	Section 4(2) of the Securities Act
Asia Tech Investments Ltd.	June 10, 2014	1,502,430 Series C-1 preferred shares	US$150.2	Section 4(2) of the Securities Act
Asia Tech Investments Ltd.	August 26, 2014	103,078 Series C-1 preferred shares	US$10.3	Section 4(2) of the Securities Act
New Access Capital Fund I	June 10, 2014	1,979,490 Series B preferred shares and 302,790 Series C-1 preferred shares	US$228.2	Section 4(2) of the Securities Act
New Access Capital Fund I	August 26, 2014	135,809 Series B preferred shares, 20,774 Series C-1 preferred shares and 428,851 Series C-2 preferred shares	US$58.5	Section 4(2) of the Securities Act
New Access Capital Fund II	June 10, 2014	1,513,970 Series C-1 preferred shares	US$151.4	Section 4(2) of the Securities Act

II-2

Purchaser	Date of Sale or Issuance	Type and Number of Securities	Consideration in U.S. dollars	Securities Act Exemption
New Access Capital Fund II	August 26, 2014	103,871 Series C-1 preferred shares	US$10.4	Section 4(2) of the Securities Act
Infinity I-China Investments (Israel) L.P.	June 10, 2014	6,358,660 Series C-1 preferred shares	US$635.9	Section 4(2) of the Securities Act
Infinity I-China Investments (Israel) L.P.	August 26, 2014	436,256 Series C-1 preferred shares and 621,586 Series C-2 preferred shares	US$105.8	Section 4(2) of the Securities Act
Tsubasa Corporation	October 29, 2014	7,504,324 Series D preferred shares	US$23,913,181.01	Section 4(2) of the Securities Act
Directors, executive officers and employees and consultants of our company	Various dates	Options to purchase 15,623,000 ordinary shares	Service to the Company	Rule 701 under the Securities Act

Item 8. Exhibits and Financial Statement Schedules

(a) Exhibits

See Exhibit Index beginning on page II-8 of this registration statement.

The agreements included as exhibits to this registration statement contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosure that was made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.

We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for considering whether additional specific disclosure of material information regarding material contractual provisions is required to make the statements in this registration statement not misleading.

(b) Financial Statement Schedules

Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the Consolidated Financial Statements or the Notes thereto.

Item 9. Undertakings

The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification

II-3

against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) For the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(4) For the purpose of determining any liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Shanghai, People’s Republic of China, on April 17, 2015.

Baozun Inc.
By:	/s/ Vincent Wenbin Qiu
	Name:	Vincent Wenbin Qiu
	Title:	Director and Chief Executive Officer

II-5

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints each of Vincent Wenbin Qiu and Beck Zhaoming Chen as attorneys-in-fact with full power of substitution for him or her in any and all capacities to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the registrant to comply with the Securities Act of 1933, as amended (the “Securities Act”), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Securities Act of ordinary shares of the registrant (the “Shares”), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form F-1 (the “Registration Statement”) to be filed with the Securities and Exchange Commission with respect to such Shares, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462(b) under the Securities Act, and to any and all instruments or documents filed as part of or in connection with such Registration Statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Vincent Wenbin Qiu     Name: Vincent Wenbin Qiu	Director and Chief Executive Officer (principal executive officer)	April 17, 2015
/s/ Beck Zhaoming Chen     Name: Beck Zhaoming Chen	Chief Financial Officer (principal financial and accounting officer)	April 17, 2015
/s/ Junhua Wu     Name: Junhua Wu	Director and Chief Operating Officer	April 17, 2015
/s/ Michael Qingyu Zhang     Name: Michael Qingyu Zhang	Director	April 17, 2015
/s/ Satoshi Okada     Name: Satoshi Okada	Director	April 17, 2015
/s/ David McKee Hand     Name: David McKee Hand	Director	April 17, 2015
/s/ Qian Wu     Name: Qian Wu	Director	April 17, 2015
Law Debenture Corporate Services Inc.	Authorized U.S. Representative	April 17, 2015

By:	/s/ G. Manon
	Name: G. Manon
	Title: SOP Officer

II-6

Baozun Inc.

EXHIBIT INDEX

Exhibit Number	Description
1.1*	Form of underwriting agreement
3.1	Third Amended and Restated Memorandum and Articles of Association of the Registrant, as currently in effect
3.2*	Form of Fourth Amended and Restated Memorandum and Articles of Association of the Registrant
4.1*	Form of Registrant’s American Depository Receipt (included in Exhibit 4.3)
4.2*	Specimen Certificate for Ordinary Shares of the Registrant
4.3*	Form of Deposit Agreement among the Registrant, the Depositary and Holders and Beneficial Owners of the American Depository Shares issued thereunder
4.4	Amended and Restated Shareholders’ Agreement, dated as of October 29, 2014, among the Registrant, the then shareholders of the Registrant and certain other parties listed thereunder
4.5	Amendment Agreement to Amended and Restated Shareholders’ Agreement, dated as of December 11, 2014, among the Registrant, the then shareholders of the Registrant and certain other parties listed thereunder
5.1*	Opinion of Maples and Calder regarding the validity of the Class A ordinary shares being registered
10.1	2014 Share Incentive Plan
10.2	Form of Indemnification Agreement with the Registrant’s Directors and Officers
10.3*	Form of Employment Agreement between the Registrant and Executive Officers of the Registrant
10.4	English Translation of Exclusive Technology and Services Agreement, dated as of April 1, 2014, between Shanghai Baozun E-Commerce Limited and Shanghai Zunyi Business Consulting Ltd.
10.5	English Translation of Exclusive Call Option Agreement for Shanghai Zunyi Business Consulting Ltd., dated as of April 1, 2014, among Mr. Vincent Wenbin Qiu, Mr. Michael Qingyu Zhang, Shanghai Baozun E-Commerce Limited and Shanghai Zunyi Business Consulting Ltd.
10.6	English Translation of Shareholders’ Voting Rights Proxy Agreement for Shanghai Zunyi Business Consulting Ltd., dated as of July 28, 2014, among Mr. Vincent Wenbin Qiu, Mr. Michael Qingyu Zhang, Shanghai Baozun E-Commerce Limited and Shanghai Zunyi Business Consulting Ltd.

II-7

Exhibit Number	Description
10.7	English Translation of Equity Pledge Agreement for Shanghai Zunyi Business Consulting Ltd., dated as of July 28, 2014, among Mr. Vincent Wenbin Qiu, Shanghai Baozun E-Commerce Limited and Shanghai Zunyi Business Consulting Ltd.
10.8	English Translation of Equity Pledge Agreement for Shanghai Zunyi Business Consulting Ltd., dated as of July 28, 2014, among Mr. Michael Qingyu Zhang, Shanghai Baozun E-Commerce Limited and Shanghai Zunyi Business Consulting Ltd.
21.1	List of subsidiaries of the Registrant
23.1	Consent of Deloitte Touche Tohmatsu Certified Public Accountants LLP
23.2*	Consent of Maples and Calder (included in Exhibit 5.1)
23.3	Consent of Latham & Watkins LLP
23.4	Consent of Fangda Partners (included in Exhibit 99.2)
24.1	Powers of Attorney (included on the signature page in Part II of this registration statement)
99.1	Code of Business Conduct and Ethics of the Registrant
99.2	Opinion of Fangda Partners regarding certain PRC law matters
99.3	Consent of iResearch Consulting Group
99.4	Consent of Yiu Pong Chan
99.5	Consent of Bin Yu

* To be filed by amendment.

II-8

EX-3.1

Exhibit 3.1

THE COMPANIES LAW (REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES

OF

ASSOCIATION

OF

BAOZUN INC.

(adopted by a special resolution passed on October 29, 2014, effective upon the Closing under the Share Subscription Agreement and amended by a special resolution passed on December 11, 2014)

THE COMPANIES LAW (REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

OF

BAOZUN INC.

(adopted by a special resolution passed on October 29, 2014, effective upon the Closing under the Share Subscription Agreement and amended by a special resolution passed on December 11, 2014)

NAME

1. The name of the Company is BAOZUN INC.

REGISTERED OFFICE

2. The Registered Office of the Company shall be at the offices of NovaSage Incorporations (Cayman) Limited, Floor 4, Willow House, Cricket Square, P.O. Box 2582, Grand Cayman KY1-1103, Cayman Islands, or at such other place as the Directors may from time to time decide.

GENERAL OBJECTS AND POWERS

3. The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by Section 7(4) of The Companies Law (as Revised) or as the same may be revised from time to time, or any other law of the Cayman Islands.

LIMITATIONS ON THE COMPANY’S BUSINESS

4. For the purposes of the Companies Law (As Revised) the Company has no power to:

(i) carry on the business of a Bank or Trust Company without being licensed in that behalf under the provisions of the Banks & Trust Companies Law (2013 Revision); or

(ii) to carry on Insurance Business from within the Cayman Islands or the business of an Insurance Manager, Agent, Sub-agent or Broker without being licensed in that behalf under the provisions of the Insurance Law, 2010; or

(iii) to carry on the business of Company Management without being licensed in that behalf under the provisions of the Companies Management Law (2003 Revision).

1

5. The Company shall not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.

COMPANY LIMITED BY SHARES

6. The Company is a company limited by shares. The liability of each member is limited to the amount from time to time unpaid on such member’s shares.

AUTHORISED SHARES

7. The capital of the Company is US$50,000.00 divided into 500,000,000 shares of a nominal or par value of US$0.0001 each provided always that subject to the provisions of the Companies Law (as Revised) and the Articles of Association the Company shall have power to redeem or purchase any of its shares and to sub-divide or consolidate the said shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be Ordinary, Preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided, of which (a) 415,359,837 are designated as Ordinary Shares (“Ordinary Shares”); and (b) 84,640,163 Preferred Shares, (i) 19,622,241 of which are designated as Series A Preferred Shares (the “Series A Preferred Shares”); (ii) 5,552,915 of which are designated as Series B-1 Preferred Shares (the “Series B-1 Preferred Shares”), (iii) 11,547,294 of which are designated as Series B-2 Preferred Shares (the “Series B-2 Preferred Shares”), (iv) 9,431,994 of which are designated as Series B-3 Preferred Shares (the “Series B-3 Preferred Shares”, collectively with the Series B-1 Preferred Shares and the Series B-2 Preferred Shares, the “Series B Preferred Shares”), (v) 29,056,332 of which are designated as Series C-1 Preferred Shares (the “Series C-1 Preferred Shares”), (vi) 1,925,063 of which are designated as Series C-2 Preferred Shares (the “Series C-2 Preferred Shares”, and together with Series C-1 Preferred Shares, the “Series C Preferred Shares”), and (vii) 7,504,324 of which are designated as Series D Preferred Shares (the “Series D Preferred Shares”, and the Series D Preferred Shares together with the Series A Preferred Shares, the Series B Preferred Shares and the Series C Preferred Shares, the “Preferred Shares”).

CONTINUATION

8. The Company may exercise the power contained in Section 206 of The Law to deregister in the Cayman Islands and be registered by way of continuation in some other jurisdiction.

[Remainder of page intentionally left blank]

2

THE COMPANIES LAW (AS REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

THIRD AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF

BAOZUN INC.

(adopted by a special resolution passed on October 29, 2014, effective upon the Closing under the Share Subscription Agreement and amended by a special resolution passed on December 11, 2014)

INTERPRETATION

1. In these Articles Table A in the First Schedule to the Statute does not apply and, unless there is something in the subject or context inconsistent therewith:

“Acceptance Period”	shall have the meaning set forth in Article 16.2(B).
“Accounting Standards”	means, alternatively, generally accepted accounting principles in the United States, or International Financial Reporting Standards as promulgated from time to time by the International Accounting Standards Board (the “IASB”) (including standards and interpretations approved by the IASB and International Accounting Principles issued under previous constitutions thereof), together with the IASB’s pronouncements thereon from time to time, in each case as may be approved by affirmative votes of at least two-thirds of the Directors of the Board, which shall include at least three (3) Directors appointed by the Investors.
“Additional Investor Offered Equity Securities”	shall have the meaning set forth in Article 16.3(D).
“Additional Offered Equity Securities”	shall have the meaning set forth in Article 16.2(D).
“Additional Quantity”	shall have the meaning set forth in Article 6.3(C).

“Affiliate”	means, with respect to any Person, any Person directly or indirectly Controlling, Controlled by or under common Control with, that Person.
“Ali”	means Alibaba Investment Limited or its Affiliate(s).
“Articles”	means these articles of association of the Company as originally formed and, subject to Article 8.4, as from time to time altered by Special Resolution.
“Automatic Conversion”	shall have the meaning set forth in Article 8.3(C).
“Baozun”	means Shanghai Baozun E-Commerce Limited ..
“Board” or “Board of Directors”	means the board of Directors of the Company.
“Business Day”	means a day, other than Saturday or Sunday, when banks are open for business and generally settling payments in Singapore, Hong Kong, Tokyo, the United States and the PRC.
“Capital Increase Subscription Agreement”	means the Capital Increase Subscription Agreement by and among certain parties thereto, dated as of September 21, 2012.
“Charter Documents”	means, with respect to a particular legal entity, the articles of incorporation, certificate of incorporation, formation or registration (including, if applicable, certificates of change of name), memorandum of association, articles of association, bylaws, articles of organization, limited liability company agreement, trust deed, trust instrument, operating agreement, joint venture agreement, business license, or similar or other constitutive, governing, or charter documents, or equivalent documents, of such entity.
“Company”	means the above named company.
“Control”	of a given Person means the possession, directly or indirectly, by a Person of the power to direct or cause the direction of the management and policies of another Person, including but not limited to contractual arrangements or through the ownership of voting securities or otherwise; provided that the direct or indirect ownership of thirty per cent (30%) or more of the voting share capital of a Person shall be deemed to constitute control of that Person. The terms “Controlling” and “Controlled” shall be construed accordingly.

2

“Control Documents”	certain exclusive service agreement and certain assets transfer agreement to be entered into by and between Baozun and Zunyi, certain call option agreement, certain voting right proxy agreement and certain equity pledge agreement to be entered into by and among Baozun and the shareholders of Zunyi, each in form and substance acceptable to the Investors.
“Conversion Price”	means, with respect to the Series A Preferred Shares, the Series A Conversion Price, with respect to the Series B-1 Preferred Shares, the Series B-1 Conversion Price, with respect to the Series B-2 Preferred Shares, the Series B-2 Conversion Price, with respect to the Series B-2 Preferred Shares, the Series B-3 Conversion Price, with respect to the Series C-1 Preferred Shares, the Series C-1 Conversion Price, with respect to the Series C-2 Preferred Shares, the Series C-2 Conversion Price and, with respect to the Series D Preferred Shares, the Series D Conversion Price.
“Conversion Shares”	means Ordinary Shares issuable upon conversion of any Preferred Shares.
“Convertible Securities”	shall have the meaning set forth in Article 8.3(E)(4)(a)(ii).
“Crescent”	means Crescent Castle Holdings Ltd, its Affiliate(s) or any other Person pursuant to Article 16.5.
“Deemed Liquidation Event”	means a merger or acquisition of the Company, Baozun Hong Kong Holding Limited, or Baozun (acquisition shall only refer to the acquisition of fifty percent (50%) or more of the Equity Securities of such entity; and either merger or acquisition herein shall not include the instance where the Members of the Company directly or indirectly own a majority by voting power of the outstanding shares of the surviving or acquiring corporation) or a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Group Companies.

3

“Director”	means a director serving on the Board for the time being of the Company and shall include an alternate Director appointed in accordance with these Articles.
“Disposing Investor”	shall have the meaning set forth in Article 16.3(A).
“Disposing Party”	shall have the meaning set forth in Article 16.2(A).
“Drag-along Amount”	shall have the meaning set forth in Article 16.4(A).
“Electronic Record”	has the same meaning as given in the Electronic Transactions Law (2003 Revision).
“Equity Securities”	means, with respect to any Person that is a legal entity, any and all shares of capital stock, membership interests, units, profits interests, ownership interests, Equity Securities, registered capital, and other equity securities of such Person, and any right, warrant, option, call, commitment, conversion privilege, pre-emptive right or other right to acquire any of the foregoing, or security convertible into, exchangeable or exercisable for any of the foregoing, or any Contract providing for the acquisition of any of the foregoing.
“ESOP”	the 2014 Share Incentive Plan to be adopted by the Company as of May 30, 2014, covering the grant of up to 20,331,467 (such number can be amended pursuant to Article 64.1) Ordinary Shares (or options therefor) (as appropriately adjusted for share splits, share dividends, combinations, recapitalizations and similar events) to employees, officers, directors, or consultants of a Group Company.
“Excepted Issuances”	shall have the meaning set forth in Article 8.3(E)(4)(a)(iii).
“Exercising Investor of Right of Right of First Refusal”	shall have the meaning set forth in Article 16.2(D).
“Exercising Party of Right of First Refusal”	shall have the meaning set forth in Article 16.3(D).

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“Extended Acceptance Period”	shall have the meaning set forth in Article 16.2(D).
“Extended Investor Acceptance Period”	shall have the meaning set forth in Article 16.3(D).
“First Participation Notice”	shall have the meaning set forth in Article 6.3(A).
“Goldman Sachs”	means GSIP and GSPO, their Affiliate(s) or any other Person pursuant to Article 16.5.
“Governmental Authority”	means any government of any nation or any federation, province or state or any other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality of the PRC or any other country, or any political subdivision thereof, any court, tribunal or arbitrator, and any self-regulatory organization.
“Group Company”	means each of the Company, Baozun Hong Kong Holding Limited, Baozun, Zunyi, Shanghai Bodao E-Commerce Limited, Hangzhou Dianzhen E-Commerce Limited, Shanghai Yingsai Advertisement Limited, Shanghai Fengbo E-commerce Limited, BAOZUN HONGKONG LIMITED, Shanghai Fenghe Software Technology Limited, Shanghai Fengyi E-commerce Limited, Shanghai Fengjin E-commerce Limited, Shanghai Fenghu E-commerce Limited, Taiwan Baozun Online Sales Limited and other Subsidiaries of the Company, and “Group Companies” refer to all of the Group Companies collectively.
“GSIP”	means GS INVESTMENT PARTNERS (MAURITIUS) I LIMITED.
“GSPO”	means PRIVATE OPPORTUNITIES (MAURITIUS) I LIMITED.
“Infinity”	Infinity I-China Investments (Israel) L.P., its Affiliate(s) or any other Person pursuant to Article 16.5.
“Interested Transaction”	shall have the meaning set forth in Article 83.
“Investor Acceptance Period”	shall have the meaning set forth in Article 16.3(B).

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“Investor Additional Quantity”	shall have the meaning set forth in Article 6.3(B).
“Investor Offered Equity Securities”	shall have the meaning set forth in Article 16.3(A).
“Investor Participation Notice”	shall have the meaning set forth in Article 6.3(B).
“Investor Participation Period”	shall have the meaning set forth in Article 6.3(B).
“Investor Second Notice”	shall have the meaning set forth in Article 16.3(D).
“Investor Tag-along Acceptance Period”	shall have the meaning set forth in Article 16.3(E).
“Investor Tag-along Offer Period”	shall have the meaning set forth in Article 16.3(E).
“Investor Transfer Notice”	shall have the meaning set forth in Article 16.3(A).
“Investors”	shall mean Ali, Crescent, Goldman Sachs, Infinity, New Access, SoftBank and Stelca.
“Key Employees”	shall have the meaning set forth in the Shareholders Agreement.
“Key Holders”	means collectively the Principals and the Principal Holding Companies.
“Lien”	means any claim, charge, easement, encumbrance, lease, covenant, security interest, lien, option, pledge, rights of others, or restriction (whether on voting, sale, transfer, disposition or otherwise), whether imposed by this Agreement, understanding, law, equity or otherwise.
“Liquidation Preference”	shall have the meaning set forth in Article 8.2(A).
“Lower Price”	shall have the meaning set forth in Article 8.3(E)(4)(d).
“Material Adverse Effect”	means a material adverse effect on:
(a)	any Group Company as a whole or its assets or properties in aggregate;
(b)	business prospects or financial condition of the Group Companies as a whole; or

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(c)	the ability of any Group Company, or Key Holder to comply with or perform its, his or her obligations under the Transaction Documents.
	For the purposes of this definition, an event, circumstance or occurrence or any combination thereof which causes, or is reasonably likely to cause either (i) a reduction in the net assets of the Group Companies of RMB50,000,000 or more during any 12 consecutive months’ period; or (ii) a reduction in the EBITDA (i.e., earnings before interest, taxes, depreciation and amortization) of the Group Companies for any 12 consecutive months’ period of RMB50,000,000 or more; or (iii) the operations of any Group Company to cease (other than due to holidays) for a continuous period of at least five (5) days during any 12 consecutive months’ period is deemed to have constituted a Material Adverse Effect within the meaning of these Articles.
“Management Shareholders”	means Qiu Wenbin, Zhang Qingyu and Wu Junhua.
“Member”	has the same meaning as in the Statute.
“Memorandum”	means the memorandum of association of the Company.
“New Access”	means New Access Capital Fund I, New Access Capital Fund II or their respective Affiliate(s).
“Non-Disposing Parties”	shall have the meaning set forth in Article 16.2(A).
“Non-purchased Investor Offered Equity Securities”	shall have the meaning set forth in Article 16.3(D).
“Non-purchased Offered Equity Securities”	shall have the meaning set forth in Article 16.2(D).
“Offered Equity Securities”	shall have the meaning set forth in Article 16.2(A).
“Options”	shall have the meaning set forth in Article 8.3(E)(4)(a)(i).
“Ordinary Resolution”	means a resolution of a duly constituted general meeting of the Company passed by a simple majority of the votes cast by, or on behalf of, the Members entitled to vote present in person or by proxy and voting at the meeting, or a written resolution as provided in Article 41.2.

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“Ordinary Share”	an ordinary share of US$0.0001 par value per share in the capital of the Company having the rights, preference and privileges attaching to it as set out herein.
“Over-Purchasing Investor”	shall have the meaning set forth in Article 16.2(D).
“Over-Purchasing Party”	shall have the meaning set forth in Article 16.3(D).
“Participation Investor”	shall have the meaning set forth in Article 6.3(B).
“Participation Redemption Notice”	shall have the meaning set forth in Article 8.5(C).
“Participation Right Holder”	shall have the meaning set forth in Article 6.3(A).
“Participation Right Persons”	shall have the meaning set forth in Article 6.3(C).
“Participation Shortfall Notice”	shall have the meaning set forth in Article 8.5(C)(2).
“Person”	means any individual, corporation, company, partnership, firm, joint venture, trust, or Authority or any other type of entity.
“PRC”	means the People’s Republic of China, but solely for the purposes of this Agreement, excluding Hong Kong, the Macau Special Administrative Region and Taiwan.
“Preferred Shares”	means collectively, the Series A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares and the Series D Preferred Shares.
“Principal”	means one of Qiu Wenbin, Wu Junhua, and Zhang Qingyu, and “Principals” refer to all of the Principals collectively.
“Principal Business”	means brand online and offline retailing and provision of overall e-commerce operation outsourcing services.
“Principal Holding Company”	means one of Jesvinco Holdings Limited, Casvendino Holdings Limited, and PBE Holdings Limited, their respective Affiliate(s) or any other Person pursuant to Article 16.1(b), and “Principal Holding Companies” refer to all of the Principal Holding Companies collectively.

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“Proposing Investor”	shall have the meaning set forth in in Article 16.4(A).
“Purchase Price”	shall have the meaning set forth in Article 16.2(A).
“Qualified IPO”	means an underwritten public offering of the Ordinary Shares of the Company (or depositary receipts or depositary shares therefor) led by an international reputable underwriter on Hong Kong Stock Exchange, New York Stock Exchange, NASDAQ Global Market or PRC A-Share market or other stock exchange as approved by the Investors, with a market capitalization of such company not less than USD600,000,000 or the equivalent in other currency and which raises funds of no less than USD150,000,000 or the equivalent in other currency, or any IPO approved by the Board by the affirmative votes of at least two-thirds of the Directors, which shall at least include three (3) Directors appointed by the Investors.
“Redeeming Preferred Shares”	shall have the meaning set forth in Article 8.5(A)(3)(z).
“Redemption Closing”	shall have the meaning set forth in Article 8.5(C).
“Redemption Date”	shall have the meaning set forth in Article 8.5(C).
“Redemption Event”	shall include any of the following:
	(a)	the Company or other listing vehicle as agreed by the Investors has not completed a Qualified IPO by the fifth (5th) anniversary of the date of the Shareholders Agreement;
	(b)	the occurrence of any event which results in the aggregate Equity Securities in the Company held by all Key Holders becoming less than twenty percent (20%) of all outstanding Equity Securities in the Company (on a fully diluted and as-converted basis), unless such event has been approved by the Board, which shall include at least three (3) Directors appointed by the Investors;

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	(c)	any breach of the representations, warranties or covenants by any Group Company or any of the Key Holders under the Transaction Documents or the Capital Increase Subscription Agreement resulting in a Material Adverse Effect; or
	(d)	any breach by the Company or any of its Subsidiaries of any debt obligations, liabilities or other material contracts resulting in a Material Adverse Effect.
“Redemption Information”	shall have the meaning set forth in Article 8.5(C).
“Redemption Notice”	shall have the meaning set forth in Article 8.5(C).
“Redeeming Preference”	shall have the meaning set forth in Article 8.5(B).
“Redemption Price”	shall have the meaning set forth in Article 8.5(A)(3)(z).
“Redemption Price Payment Date”	shall have the meaning set forth in Article 8.5(A).
“Redemption Right”	shall have the meaning set forth in Article 8.5(A).
“Registered Office”	means the registered office for the time being of the Company.
“Register of Members”	means the register maintained in accordance with the Statute and includes (except where otherwise stated) any duplicate Register of Members.
“Related Party”	means with respect to each company (including any Group Company): (i) any director, officer or shareholder; (ii) any immediate family members or Affiliates of the Persons referred to in paragraph (i); or (iii) any entity directly or indirectly Controlled by any one or more of the foregoing.
“Right of Participation”	shall have the meaning set forth in Article 6.1.
“Seal”	means the common seal of the Company and includes every duplicate seal.

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“Second Notice”	shall have the meaning set forth in Article 16.2(D).
“Second Participation Notice”	shall have the meaning set forth in Article 6.3(C).
“Second Participation Period”	shall have the meaning set forth in Article 6.3(C).
“Selling Shareholders”	shall have the meaning set forth in Article 16.4(A).
“Series A Conversion Price”	shall have the meaning set forth in Article 8.3(A).
“Series A Deemed Purchase Price”	means US$0.2450 per share, as appropriately adjusted for share dividends, combinations, recapitalizations and similar events with respect to the Series A Preferred Shares.
“Series A Preference Amount”	shall have the meaning set forth in Article 8.2(A)(4).
“Series A Redeeming Preferred Share”	shall have the meaning set forth in Article 8.5(A)(1)(z).
“Series A Redemption Price”	shall have the meaning set forth in Article 8.5(A)(1)(z).
“Series B Conversion Price”	means, (a) with respect to the Series B-1 Preferred Shares, the Series B-1 Conversion Price, (b) with respect to the Series B-2 Preferred Shares, the Series B-2 Conversion Price, and (c) with respect to the Series B-3 Preferred Shares, the Series B-3 Conversion Price.
“Series B Deemed Purchase Price”	means, (a) with respect to a Series B-1 Preferred Share, the Series B-1 Deemed Purchase Price, (b) with respect to a Series B-2 Preferred Share, the Series B-2 Deemed Purchase Price, and (a) with respect to a Series B-3 Preferred Share, the Series B-3 Deemed Purchase Price
“Series B Preference Amount”	shall have the meaning set forth in Article 8.2(A)(3).
“Series B Preferred Shares”	means, collectively, the Series B-1 Preferred Shares, the Series B-2 Preferred Shares and the Series B-3 Preferred Shares.

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“Series B Redeeming Preferred Share”	shall have the meaning set forth in Article 8.5(A)(1)(y).
“Series B Redemption Price”	shall have the meaning set forth in Article 8.5(A)(1)(y).
“Series B-1 Conversion Price”	shall have the meaning set forth in Article 8.3(A).
“Series B-1 Deemed Purchase Price”	means US$0.3536 per share, as appropriately adjusted for share splits, share dividends, combinations, recapitalizations and similar events with respect to the Series B-1 Preferred Shares.
“Series B-1 Preferred Share”	means a Series B-1 Preferred Share of US$0.0001 par value per share in the capital of the Company having the rights, preference and privileges attaching to it as set out herein.
“Series B-2 Conversion Price”	shall have the meaning set forth in Article 8.3(A).
“Series B-2 Deemed Purchase Price”	means US$0.8662 per share, as appropriately adjusted for share splits, share dividends, combinations, recapitalizations and similar events with respect to the Series B-2 Preferred Shares.
“Series B-2 Preferred Share”	means a Series B-2 Preferred Share of US$0.0001 par value per share in the capital of the Company having the rights, preference and privileges attaching to it as set out herein.
“Series B-3 Conversion Price”	shall have the meaning set forth in Article 8.3(A).
“Series B-3 Deemed Purchase Price”	means US$0.8821 per share, as appropriately adjusted for share splits, share dividends, combinations, recapitalizations and similar events with respect to the Series B-3 Preferred Shares.
“Series B-3 Preferred Share”	means a Series B-3 Preferred Share of US$0.0001 par value per share in the capital of the Company having the rights, preference and privileges attaching to it as set out herein.
“Series C Conversion Price”	means, (a) with respect to the Series C-1 Preferred Shares, the Series C-1 Conversion Price, and (b) with respect to the Series C-2 Preferred Shares, the Series C-2 Conversion Price.

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“Series C Deemed Purchase Price”	means, (a) with respect to the Series C-1 Preferred Shares, the Series C-1 Deemed Purchase Price, and (b) with respect to the Series C-2 Preferred Shares, the Series C-2 Deemed Purchase Price.
“Series C Preference Amount”	shall have the meaning set forth in Article 8.2(A)(2).
“Series C Preferred Shares”	means, collectively, the Series C-1 Preferred Shares and the Series C-2 Preferred Shares.
“Series C Redeeming Preferred Share”	shall have the meaning set forth in Article 8.5(A)(1)(x).
“Series C Redemption Price”	shall have the meaning set forth in Article 8.5(A)(1)(x).
“Series C-1 Conversion Price”	shall have the meaning set forth in Article 8.3(A).
“Series C-1 Deemed Purchase Price”	means US$1.4717 per share, as appropriately adjusted for share splits, share dividends, combinations, recapitalizations and similar events with respect to the Series C-1 Preferred Shares.
“Series C-1 Preferred Share”	means a Series C-1 Preferred Share of US$0.0001 par value per share in the capital of the Company having the rights, preference and privileges attaching to it as set out herein.
“Series C-2 Conversion Price”	shall have the meaning set forth in Article 8.3(A).
“Series C-2 Deemed Purchase Price”	means US$1.7660 per share, as appropriately adjusted for share splits, share dividends, combinations, recapitalizations and similar events with respect to the Series C-2 Preferred Shares.
“Series C-2 Preferred Share”	means a Series C-2 Preferred Share of US$0.0001 par value per share in the capital of the Company having the rights, preference and privileges attaching to it as set out herein.
“Series D Conversion Price”	shall have the meaning set forth in Article 8.3(A).

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“Series D Deemed Purchase Price”	means US$3.1866 per share, as appropriately adjusted for share splits, share dividends, combinations, recapitalizations and similar events with respect to the Series D Preferred Share.
“Series D Preference Amount”	shall have the meaning set forth in Article 8.2(A)(1)(w).
“Series D Preferred Shares”	means a Series D Preferred Share of US$0.0001 par value in the capital of the Company having the rights, preference and privileges attaching to it as set out herein.
“Series D Redeeming Preferred Share”	shall have the meaning set forth in Article 8.5(A)(1).
“Share” and “Shares”	means a share or shares in the capital of the Company and includes a fraction of a share.
“Share Subscription Agreement”	means the share subscription agreement entered into between Baozun Inc., Tsubasa Corporation, the Key Holders and each of the Group Companies dated on or around the date of these Articles.
“Shareholders Agreement”	means the amended and restated shareholders agreement entered into between Baozun Inc., the Key Holders, Baozun Hong Kong Holding Limited, Shanghai Baozun E-Commerce Limited, Shanghai Zunyi Business Consulting Ltd., GS Investment Partners (Mauritius) I Limited, Private Opportunities (Mauritius) I Limited, Alibaba Investment Limited, Crescent Castle Holdings Ltd., Stelca Holdings Ltd., New Access Capital Fund I, New Access Capital Fund II, Infinity I – China Investments (Israel) L. P. and Tsubasa Corporation dated on or around the date of these Articles.
“Shareholder Consent”	shall have the meaning set forth in Article 16.4(A).
“Shortfall Closing”	shall have the meaning set forth in Article 8.5(C)(2).
“Shortfall Information”	shall have the meaning set forth in Article 8.5(C)(2).
“Shortfall Notice”	shall have the meaning set forth in Article 8.5(C)(2).
“Shortfall Purchase”	shall have the meaning set forth in Article 8.5(A)(2).

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“Shortfall Purchase Right”	shall have the meaning set forth in Article 8.5(A)(2).
“SoftBank”	means Tsubasa Corporation, a corporation duly incorporated and validly existing under the laws of the Federated States of Micronesia.
“Special Resolution”	has the same meaning as in the Statute and includes a unanimous written resolution of all Members entitled to vote and expressed to be a special resolution.
“Statute”	means the Companies Law of the Cayman Islands as amended and every statutory modification or re-enactment thereof for the time being in effect.
“Stelca”	Stelca Holdings Ltd., its Affiliate(s) or any other Person pursuant to Article 16.5.
“Subsidiary”	means, with respect to a subject entity, (i) any entity (x) more than fifty percent (50%) of whose shares or other interests entitled to vote in the election of directors or (y) more than a fifty percent (50%) interest in the profits or capital of such entity are owned or controlled directly by the subject entity or indirectly through one or more Subsidiaries of the subject entity, (ii) any entity whose assets, or portions thereof, are consolidated with the net earnings of the subject entity and are recorded on the books of the subject entity for financial reporting purposes in accordance with applicable Accounting Standards, or (iii) any entity with respect to which the subject entity has the power to otherwise direct the business and policies of that entity directly or indirectly through another Subsidiary.
“Tag-along Acceptance Notice”	shall have the meaning set forth in Article 16.2(E).
“Tag-along Offer Period”	shall have the meaning set forth in Article 16.2(E).
“Third Party Purchaser”	shall have the meaning set forth in Article 16.2(A).
“Transaction Documents”	shall have the meaning set forth in the Shareholders Agreement.
“Transfer Notice”	shall have the meaning set forth in Article 16.2(A).
“Zunyi”	Shanghai Zunyi Business Consulting Ltd. ..

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2. In the Articles:

2.1 words importing the singular number include the plural number and vice-versa;

2.2 words importing the masculine gender include the feminine gender;

2.3 “written” and “in writing” include all modes of representing or reproducing words in visible form, including in the form of an Electronic Record;

2.4 references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced from time to time;

2.5 any phrase introduced by the terms “including,” “include,” “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

2.6 the term “voting power” refers to the number of votes attributable to the Shares (on an as-converted basis) in accordance with the terms of the Memorandum and Articles;

2.7 the term “or” is not exclusive;

2.8 the term “including” will be deemed to be followed by, “but not limited to”;

2.9 the terms “shall”, “will”, and “agrees” are mandatory, and the term “may” is permissive;

2.10 the term “day” means “calendar day”, and “month” means calendar month;

2.11 the phrase “directly or indirectly” means directly, or indirectly through one or more intermediate Persons or through contractual or other arrangements, and “direct or indirect” has the correlative meaning;

2.12 references to any documents shall be construed as references to such document as the same may be amended, supplemented or novated from time to time;

2.13 all references to dollars or to “US$” are to currency of the United States of America and all references to RMB are to currency of the PRC (and each shall be deemed to include reference to the equivalent amount in other currencies);

2.14 the exchange rate between RMB and USD shall be the mid-point rate for the exchange of US Dollars into RMB in the PRC on the day on which relevant payment is made (or, if such day is not a Business Day, on the Business Day immediately preceding such day) released by Bank of China; and

2.15 headings are inserted for reference only and shall be ignored in construing these Articles.

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3. For the avoidance of doubt, each other Article herein is subject to the provisions of Articles 8, and, subject to the requirements of the Statute, in the event of any conflict, the provisions of Articles 8 shall prevail over any other Article herein.

COMMENCEMENT OF BUSINESS

4. The business of the Company may be commenced as soon after incorporation as the Directors shall see fit notwithstanding that any part of the Shares may not have been allotted. The Company shall have perpetual existence until wound up or struck off in accordance with the Statute and these Articles.

5. The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company, including the expenses of registration.

ISSUE OF SHARES

6. Subject to the provision in this Article below, provisions in the Memorandum, if any (and to any direction that may be given by the Company in a general meeting) and to the provisions of Articles 8 and 9 and without prejudice to any rights, preferences and privileges attached to any existing Shares, (a) the Directors may allot, issue, grant options or warrants over or otherwise dispose of two classes of Shares to be designated, respectively, as Ordinary Shares and Preferred Shares; (b) the Preferred Shares may be allotted and issued from time to time in one or more series; and (c) the series of Preferred Shares shall be designated prior to their allotment and issue. In the event that any Preferred Shares shall be converted pursuant to Article 8.3 hereof, the Preferred Shares so converted shall be cancelled and shall not be re-issuable by the Company. Further, any Preferred Share acquired by the Company by reason of redemption, repurchase, conversion or otherwise shall be cancelled and shall not be re-issuable by the Company.

6.1 Preemptive Right.

Each Member shall have the preemptive right to subscribe for such Member’s Pro Rata Share (as defined below) of all (or any part) of any New Securities (as defined below) that the Company may from time to time decide to issue (the “Right of Participation”). A Member’s “Pro Rata Share”, for the purpose of the Right of Participation, shall be the ratio of (A) the number of Ordinary Shares (including Preferred Shares on an as-converted basis) held by such Member, to (B) the total number of Ordinary Shares (including Preferred Shares on an as-converted basis) then outstanding immediately prior to the issuance of New Securities (as defined below) giving rise to the Right of Participation.

6.2 New Securities.

For purposes hereof, “New Securities” shall mean any Equity Securities of the Company to be issued, except for:

A. up to 20,331,467 (such number can be amended pursuant to Article 64.1) Ordinary Shares (as adjusted in connection with share splits or share consolidation, reclassification or other similar event) and/or options exercisable for such Ordinary Shares issued or to be issued to employees, officers, directors, contractors, advisors or consultants of the Group Companies pursuant to ESOP;

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B. any Equity Securities of the Company issued in connection with any share split, share combination, share dividend, reclassification, recapitalization or other similar event in which all Members with Rights of Participation are entitled to participate on a pro rata basis.

C. any Equity Securities of the Company issued pursuant to the Share Subscription Agreement;

D. any Equity Securities of the Company issued pursuant to a Qualified IPO;

E. any Equity Securities of the Company issued pursuant to the bona fide acquisition of another company or business approved by the Board pursuant to Article 64.1; and

F. any Equity Securities of the Company issued in connection with the Ordinary Shares issued or issuable upon the conversion of the Preferred Shares.

6.3 Procedures.

A. If the Company intends to undertake an issuance of New Securities, the Company shall issue a written notice (the “First Participation Notice”) to each Persons entitled to the Right of Participation (the “Participation Right Holder”) specifying the amount and price of such New Securities and the general provisions of the subscription of such New Securities. Each Participation Right Holder may exercise the Right of Participation through issuance of a written notice to the Company within fifteen (15) Business Days upon the date of receipt of any First Participation Notice, and the Participation Right Holder shall specify the quantity of the New Securities which it agrees to subscribe for in accordance with the price, and terms and conditions specified in the First Participation Notice in such written notice (not to exceed the New Securities which the Participation Right Holder is entitled to subscribe for based on its Pro Rata Share of such Participation Right Holder). If the Participation Right Holder fails to issue the written notice of the exercise of the Right of Participation to the Company within such fifteen (15) Business Days, such Participation Right Holder shall be deemed to have waived its Right of Participation.

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B. If any Participation Right Holder fails or refuses to exercise all of its Right of Participation in accordance with Article 6.3(A), the Company shall promptly (but no later than three (3) Business Days subsequent to such fifteen (15) Business Days’ period prescribed in Article 6.3(A) above) send notice (the “Investor Participation Notice”) to each of the Investors who have subscribed for all of the New Securities which such Investor is entitled to subscribe for according to its Pro Rata Share in accordance with the Article 6.3(A) (the “Participation Investor”). Each Participation Investor may give a written notice to the Company specifying the amount of the New Securities it intends to subscribe for on top of the New Securities which such Investor is entitled to subscribe for according to its Pro Rata Share (the “Investor Additional Quantity”) within five (5) Business Days of the date of receipt of the Investor Participation Notice (the “Investor Participation Period”). Failure of delivery of the written notice of the subscription of the Investor Additional Quantity to the Company within the Investor Participation Period will render the Participation Investor losing the right to purchase the Investor Additional Quantity. If the above conduct leads to the sum of all of the Investor Additional Quantity exceeding the total amount of the remaining New Securities available for subscription, the Company will reduce the excess amount of the subscription of the Participation Investor who has made an excess subscription to the following, whichever is less: (A) the Investor Additional Quantity; or (B) the product obtained by multiplying (i) the amount of the remaining New Securities available for subscription; by (ii) a fraction, the numerator of which is the quantity of the Company’s Ordinary Shares (on an as-converted basis) held by such Participation Investor who has made an excess subscription upon the First Participation Notice and the denominator of which is the amount of the Company’s Ordinary Shares (on an as-converted basis) held by all of the Participation Investors who have made excess subscription upon the First Participation Notice. Each Participation Investor shall have the obligation to subscribe for such amount of the New Securities determined by the Company in accordance with this section, and the Company shall notify such Participation Investor within ten (10) Business days following the date of receipt of the Investor Participation Notice.

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C. Upon (i) the expiry of the Investor Participation Period, no Participation Investor has exercised its Right of Participation in accordance with Article 6.3(B) above, or (ii) the expiry of the Investor Participation Period, under the circumstances that there still exists remaining New Securities which have not been subscribed by the Participation Investor through the exercise of the Right of Participation, the Company shall promptly (but no later than the three (3) Business Days’ period following such five (5) Business Days’ period prescribed in Article 6.3(B)) send notice (the “Second Participation Notice”) to Participation Right Holders (other than the Participation Investors) who has exercised the Right of Participation and purchased all of the New Securities which such Participation Right Holder is entitled to subscribe for according to its Pro Rata Share in accordance with Article 6.3(B) (the “Participation Right Persons”). Each Participation Right Person may give a written notice to the Company specifying the amount of the New Securities it intends to subscribe for on top of the New Securities which can be subscribed for according to its Pro Rata Share (the “Additional Quantity”) within five (5) Business Days upon the date of receipt of the Second Participation Notice (the “Second Participation Period”). Failure of delivery of the written notice of the subscription of the Additional Quantity to the Company within the Second Participation Period will render the Participation Right Person losing the right to purchase the Additional Quantity. If the above conduct leads to the sum of all of the Additional Quantity exceeding the total quantity of the remaining New Securities available for subscription, the Company will reduce the excess amount of the subscription of the Participation Right Person who has made an excess subscription to the following, whichever is less: (A) the Additional Quantity; or (B) the product obtained by multiplying (i) the amount of the remaining New Securities available for subscription; by (ii) a fraction, the numerator of which is the quantity of the Company’s Ordinary Shares (on an as-converted basis) held by such Participation Right Person who has made an excess subscription upon the First Participation Notice and the denominator of which is the quantity of the Company’s Ordinary Shares (on an as-converted basis) held by all of the Participation Right Persons who have made excess subscription upon the First Participation Notice. Each Participation Right Person shall have the obligation to subscribe for such amount of the New Securities determined by the Company in accordance with this section, and the Company shall notify such Participation Right Person within ten (10) Business Days following the date of receipt of the Second Participation Notice.

D. Upon (i) the expiry of the Second Participation Period, or (ii) the expiry of the fifteen (15) Business Days’ period upon the receipt of the First Participation Notice, no Participation Right Holder has exercised its Right of Participation in accordance with Article 6 (as the case may be), and under the circumstances that the New Securities have not been fully subscribed by the Participation Right Holder through the exercise of the Right of Participation, the Company shall sell the New Securities specified in the First Participation Notice (with respect to the part of New Securities upon which no Party has exercised its Right of Participation) at a price of or higher than the price provided in the First Participation Notice, or on no more favorable terms than that in the First Participation Notice (for non-price terms) within ninety (90) days following the expiry of the related period. If the Company fails to sell such New Securities within such ninety (90) days’ period, the Company shall not sell any New Securities to any Person other than the Participation Right Holder before the re-exercise of the Right of Participation by the Participation Right Holder in accordance with Article 6.3.

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7. The Company shall not issue Shares to bearer.

PREFERRED SHARES

8. Certain rights, preferences and privileges of the Preferred Shares of the Company are as follows:

8.1 Dividends Rights. Subject to the Statute and these Articles, the Directors may from time to time declare dividends (including interim dividends) and distributions on Preferred Shares of the Company outstanding and authorise payment of the same out of the funds of the Company lawfully available therefor.

8.2 Liquidation Rights

A. Liquidation Preference. (a) In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or (b) with the consent of all of the Investors, in the event that (x) any of (A) the Group Companies cease to engage in the Principal Business, or (B) business license of Baozun or any renewal thereof is terminated, cancelled, or revoked, or (C) the ICP license of Baozun, Zunyi or any other entity holding an ICP license or any renewal thereof is terminated, cancelled, or revoked, which has a Material Adverse Effect on the business operations of the Group Companies, or if Baozun, Zunyi or any other entity holding ICP license fails to obtain or renew any permits which have a Material Adverse Effect on the business operations of the Group Companies, (y) Baozun incurs heavy losses or is unable to repay its debt when due and payable; or (z) a force majeure event occurs that continues for a period of more than six (6) consecutive months and has resulted in a Material Adverse Effect on the business operations of Baozun, all assets and funds of the Company legally available for distribution to the Members (after satisfaction of all creditors’ claims and claims that may be preferred by law) shall be distributed to the Members of the Company as follows (the “Liquidation Preference”):

(1) First, the holders of the Series D Preferred Shares shall be entitled to receive for each Series D Preferred Share held by such holder, on parity with each other the prior and in preference to any distribution of any of the assets or funds of the Company to the holders of other series of Preferred Shares or Ordinary Shares by reason of their ownership of such shares, the amount equal to 150% of the Series D Deemed Purchase Price of such share, plus all declared but unpaid dividends on such Series D Preferred Shares (collectively, the “Series D Preference Amount”). If the assets and funds thus distributed among the holders of the Series D Preferred Shares shall be insufficient to permit the payment to such holders of the full Series D Preference Amount, then the entire assets and funds of the Company legally available for distribution to the Series D Preferred Shares shall be distributed ratably among the holders of the Series D Preferred Shares in proportion to the aggregate Series D Preference Amount each such holder is otherwise entitled to receive pursuant to this clause (1).

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(2) If there are any assets or funds remaining after the aggregate Series D Preference Amount has been distributed or paid in full to the applicable holders of Series D Preferred Shares pursuant to clause (1) above, the holders of the Series C Preferred Shares shall be entitled to receive for each Series C Preferred Share held by such holder, on parity with each other and prior and in preference to any distribution of any of the assets or funds of the Company to the holders of Series B Preferred Shares and Series A Preferred Shares or Ordinary Shares by reason of their ownership of such shares, the amount equal to 150% of the Series C Deemed Purchase Price of such share, plus all declared but unpaid dividends on such Series C Preferred Share (collectively, the “Series C Preference Amount”). If the assets and funds thus distributed among the holders of the Series C Preferred Shares shall be insufficient to permit the payment to such holders of the full Series C Preference Amount, then the entire assets and funds of the Company legally available for distribution to the Series C Preferred Shares shall be distributed ratably among the holders of the Series C Preferred Shares in proportion to the aggregate Series C Preference Amount each such holder is otherwise entitled to receive pursuant to this clause (2).

(3) If there are any assets or funds remaining after the aggregate Series D Preference Amount and the aggregate Series C Preference Amount have been distributed or paid in full to the applicable holders of Series D Preferred Shares and Series C Preferred Shares pursuant to clauses (1) and (2) above, the holders of the Series B Preferred Shares shall be entitled to receive for each Series B Preferred Share held by such holder, on parity with each other and prior and in preference to any distribution of any of the assets or funds of the Company to the holders of the Series A Preferred Shares and the Ordinary Shares by reason of their ownership of such shares, the amount equal to 150% of the Series B Deemed Purchase Price of such share, plus all declared but unpaid dividends on such Series B Preferred Share (collectively, the “Series B Preference Amount”). If the assets and funds thus distributed among the holders of the Series B Preferred Shares shall be insufficient to permit the payment to such holders of the full Series B Preference Amount, then the entire remaining assets and funds of the Company legally available for distribution to the Series B Preferred Shares shall be distributed ratably among the holders of the Series B Preferred Shares in proportion to the aggregate Series B Preference Amount each such holder is otherwise entitled to receive pursuant to this clause (3).

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(4) If there are any assets or funds remaining after the aggregate Series D Preference Amount, the aggregate Series C Preference Amount and the aggregate Series B Preference Amount have been distributed or paid in full to the applicable holders of Series D Preferred Shares, Series C Preferred Shares and Series B Preferred Shares pursuant to clauses (1), (2) and (3) above, the holders of the Series A Preferred Shares shall be entitled to receive for each Series A Preferred Share held by such holder, on parity with each other and prior and in preference to any distribution of any of the assets or funds of the Company to the holders of the Ordinary Shares by reason of their ownership of such shares, the amount equal to 150% of the Series A Deemed Purchase Price of such share, plus all declared but unpaid dividends on such Series A Preferred Share (collectively, the “Series A Preference Amount”). If the assets and funds thus distributed among the holders of the Series A Preferred Shares shall be insufficient to permit the payment to such holders of the full Series A Preference Amount, then the entire remaining assets and funds of the Company legally available for distribution to the Series A Preferred Shares shall be distributed ratably among the holders of the Series A Preferred Shares in proportion to the aggregate Series A Preference Amount each such holder is otherwise entitled to receive pursuant to this clause (4).

(5) If there are any assets or funds remaining after the aggregate Series D Preference Amount, the aggregate Series C Preference Amount, the aggregate Series B Preference Amount and the aggregate Series A Preference Amount have been distributed or paid in full to the applicable Investors pursuant to clauses (1), (2), (3) and (4) above, the entire remaining assets and funds of the Company available for distribution to the Members shall be distributed ratably among all Members according to the relative number of the Ordinary Shares held by such Member on an as if converted basis (treating all Preferred Shares as if they had been converted to Ordinary Shares immediately prior to such liquidation, dissolution or winding up of the Company).

B. Deemed Liquidation Event. A Deemed Liquidation Event shall be deemed to be a liquidation, dissolution or winding up of the Company for purposes of Article 8.2(A), and any proceeds, whether in cash or properties, resulting from a Deemed Liquidation Event shall be distributed in accordance with the terms of Article 8.2(A).

C. Valuation of Properties. In the event the Company proposes to distribute assets other than cash in connection with any liquidation, dissolution or winding up of the Company pursuant to Article 8.2(A) or pursuant to a Deemed Liquidation Event of the Company pursuant to Article 8.2(B), the value of the assets to be distributed to the Members shall be determined in good faith by the Board, including the affirmative votes of all Directors appointed by the Investors; provided that any securities not subject to an investment letter or similar restrictions on free marketability shall be valued as follows:

(1) If traded on a securities exchange, the value shall be deemed to be the average of the security’s closing prices on such exchange over the thirty (30) day period ending one (1) day prior to the distribution;

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(2) If traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the thirty (30) day period ending three (3) days prior to the distribution; and

(3) If there is no active public market, the value shall be the fair market value thereof as determined in good faith by the Board including the affirmative votes of all Directors appointed by the Investors;

provided further that the method of valuation of securities subject to an investment letter or other restrictions on free marketability shall be adjusted to make an appropriate discount from the market value determined as above in clauses (1), (2) or (3) to reflect the fair market value thereof as determined in good faith by the Board, including the affirmative votes of all Directors appointed by the Investors.

D. Notices. In the event that the Company shall propose at any time to consummate a liquidation, dissolution or winding up of the Company or a Deemed Liquidation Event, then, in connection with each such event, subject to any necessary approval required in the Statute and these Articles, the Company shall send to the Investors at least twenty (20) days prior written notice of the date when the same shall take place; provided, however, that the foregoing notice periods may be shortened or waived by the Board, including the affirmative votes of all Directors appointed by the Investors.

E. Enforcement. In the event the requirements of this Article 8.2 are not complied with, the Company shall forthwith either (i) cause the closing of the applicable transaction to be postponed until such time as the requirements of this Article 8.2 have been complied with, or (ii) cancel such transaction.

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8.3 Conversion Rights

The holders of the Preferred Shares shall have the rights described below with respect to the conversion of the Preferred Shares into Ordinary Shares:

A. Conversion Ratio. The number of Ordinary Shares to which a holder shall be entitled upon conversion of each Series A Preferred Share shall be the quotient of the Series A Deemed Purchase Price divided by the then effective Series A Conversion Price (the “Series A Conversion Price”), which shall initially be equal to the Series A Deemed Purchase Price, resulting in an initial conversion ratio for Series A Preferred Shares of 1:1. The number of Ordinary Shares to which a holder shall be entitled upon conversion of each Series B-1 Preferred Share shall be equal to the quotient of the Series B-1 Deemed Purchase Price divided by the then effective Series B-1 Conversion Price (the “Series B-1 Conversion Price”), which shall initially be equal to the Series B-1 Deemed Purchase Price, resulting in an initial conversion ratio for Series B-1 Preferred Shares of 1:1. The number of Ordinary Shares to which a holder shall be entitled upon conversion of each Series B-2 Preferred Share shall be equal to the quotient of the Series B-2 Deemed Purchase Price divided by the then effective Series B-2 Conversion Price (the “Series B-2 Conversion Price”), which shall initially be equal to the Series B-2 Deemed Purchase Price, resulting in an initial conversion ratio for Series B-2 Preferred Shares of 1:1. The number of Ordinary Shares to which a holder shall be entitled upon conversion of each Series B-3 Preferred Share shall be equal to the quotient of the Series B-3 Deemed Purchase Price divided by the then effective Series B-3 Conversion Price (the “Series B-3 Conversion Price”), which shall initially be equal to the Series B-3 Deemed Purchase Price, resulting in an initial conversion ratio for Series B-3 Preferred Shares of 1:1. The number of Ordinary Shares to which a holder shall be entitled upon conversion of each Series C-1 Preferred Share shall be equal to the quotient of the Series C-1 Deemed Purchase Price divided by the then effective Series C-1 Conversion Price (the “Series C-1 Conversion Price”), which shall initially be equal to the Series C-1 Deemed Purchase Price resulting in an initial conversion ratio for the Series C-1 Preferred Shares of 1:1. The number of Ordinary Shares to which a holder shall be entitled upon conversion of each Series C-2 Preferred Share shall be equal to the quotient of the Series C-2 Deemed Purchase Price divided by the then effective Series C-2 Conversion Price (the “Series C-2 Conversion Price”), which shall initially be equal to the Series C-2 Deemed Purchase Price resulting in an initial conversion ratio for the Series C-2 Preferred Shares of 1:1. The number of Ordinary Shares to which a holder shall be entitled upon conversion of each Series D Preferred Share shall be equal to the quotient of the Series D Deemed Purchase Price divided by the then effective Series D Conversion Price (the “Series D Conversion Price”), which shall initially be equal to the Series D Deemed Purchase Price resulting in an initial conversion ratio for the Series D Preferred Shares of 1:1.

B. Optional Conversion. Subject to the Statute and these Articles, any Preferred Share may, at the option of the holder thereof, be converted at any time after the date of issuance of such shares, without the payment of any additional consideration, into fully-paid and non-assessable Ordinary Shares based on the then-effective Conversion Price.

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C. Automatic Conversion. Each Preferred Share shall automatically be converted, based on the then-effective Conversion Price, without the payment of any additional consideration, into fully-paid and non assessable Ordinary Shares upon the earlier of (i) the closing of a Qualified IPO, (ii) with respect to the Series A Preferred Shares, the date specified by written consent or agreement of the holders of a majority of the then outstanding Series A Preferred Shares (voting together as a single class and on an as-converted basis), (iii) with respect to the Series B Preferred Shares, the date specified by written consent or agreement of the holders of a majority of the then outstanding Series B Preferred Shares, (iv) with respect to the Series C Preferred Shares, the date specified by written consent or agreement of the holders of over sixty-five percent (65%) of the then outstanding Series C Preferred Shares, or (v) with respect to the Series D Preferred Shares, the date specified by written consent or agreement of the holders of a majority of the then outstanding Series D Preferred Shares. Any conversion pursuant to this Article 8.3(C) shall be referred to as an “Automatic Conversion”.

D. Conversion Mechanism. The conversion hereunder of any applicable Preferred Share shall be effected in the following manner:

(1) Except as provided in Articles 8.3(D)(2) and 8.3(D)(3) below, before any holder of any Preferred Shares shall be entitled to convert the same into Ordinary Shares, such holder shall surrender the certificate or certificates therefor (if any) (or in lieu thereof shall deliver an affidavit of lost certificate and indemnity therefor) at the office of the Company or of any transfer agent for such share to be converted and shall give notice to the Company at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for Ordinary Shares are to be issued. The Company shall, as soon as practicable thereafter, issue and deliver at such office to such holder of applicable Preferred Shares, or to the nominee or nominees of such holder, a certificate or certificates for the number of Ordinary Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such notice and such surrender of the Preferred Shares to be converted, the Register of Members of the Company shall be updated accordingly to reflect the same, and the Person or Persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of such date.

(2) If the conversion is in connection with an underwritten public offering of securities, the conversion will be conditioned upon the closing with the underwriter(s) of the sale of securities pursuant to such offering and the Person(s) entitled to receive the Ordinary Shares issuable upon such conversion shall not be deemed to have converted the applicable Preferred Shares until immediately prior to the closing of such sale of securities.

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(3) Upon the occurrence of an event of Automatic Conversion, all Investors to be automatically converted will be given at least ten (10) days’ prior written notice of the date fixed (which date shall in the case of a Qualified IPO be the date of the closing of the Qualified IPO and conditioned upon the closing of the Qualified IPO) and the place designated for automatic conversion of all such Preferred Shares pursuant to this Article 8.3(D). Such notice shall be given pursuant to Articles 108 through 112 to each record holder of such Preferred Shares at such holder’s address appearing on the register of members. On or before the date fixed for conversion, each holder of such Preferred Shares shall surrender the applicable certificate or certificates (if any) (or in lieu thereof shall deliver an affidavit of lost certificate and indemnity therefor) for all such shares to the Company at the place designated in such notice. On the date fixed for conversion, the Company shall promptly effect such conversion and update its register of members to reflect such conversion, and all rights with respect to such Preferred Shares so converted will terminate, with the exception of the right of a holder thereof to receive the Ordinary Shares issuable upon conversion of such Preferred Shares, and upon surrender of the certificate or certificates therefor (if any) (or in lieu thereof shall deliver an affidavit of lost certificate and indemnity therefor), to receive certificates (if applicable) for the number of Ordinary Shares into which such Preferred Shares have been converted. All certificates evidencing such Preferred Shares shall, from and after the date of conversion, be deemed to have been retired and cancelled and the Preferred Shares represented thereby converted into Ordinary Shares for all purposes, notwithstanding the failure of the holder or holders thereof to surrender such certificates on or prior to such date.

(4) The Company may effect the conversion of Preferred Shares in any manner available under applicable law, including redeeming or repurchasing the relevant Preferred Shares and applying the proceeds thereof towards payment for the new Ordinary Shares. For purposes of the repurchase or redemption, the Company may, subject to the Company being able to pay its debts in the ordinary course of business, make payments out of its capital.

(5) No fractional Ordinary Shares shall be issued upon conversion of any Preferred Shares. In lieu of any fractional shares to which the holder would otherwise be entitled, the Company shall at the discretion of the Board of Directors either (i) pay cash equal to such fraction multiplied by the fair market value for the applicable Preferred Share as determined and approved by the Board, or (ii) issue one whole Ordinary Share for each fractional share to which the holder would otherwise be entitled.

(6) Upon conversion, all declared but unpaid share dividends on the applicable Preferred Shares shall be paid in shares and all declared but unpaid cash dividends on the applicable Preferred Shares shall be paid either in cash or by the issuance of a number of further Ordinary Shares equal to the value of such cash amount, at the option of the holders of the applicable Preferred Shares.

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E. Adjustment of the Conversion Price. The Conversion Price shall be adjusted and readjusted from time to time as provided below:

(1) Adjustment for Share Splits and Combinations. If the Company shall at any time, or from time to time, effect a subdivision of the outstanding Ordinary Shares, the Conversion Price in effect immediately prior to such subdivision with respect to each Preferred Share shall be proportionately decreased. Conversely, if the Company shall at any time, or from time to time, combine the outstanding Ordinary Shares into a smaller number of shares, the Conversion Price in effect immediately prior to such combination with respect to each Preferred Share shall be proportionately increased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective.

(2) Adjustment for Ordinary Share Dividends and Distributions. If the Company makes (or fixes a record date for the determination of holders of Ordinary Shares entitled to receive) a dividend or other distribution to the holders of Ordinary Shares payable in additional Ordinary Shares, the Conversion Price then in effect with respect to each Preferred Share shall be decreased as of the time of such issuance (or in the event such record date is fixed, as of the close of business on such record date) by multiplying such conversion price by a fraction (i) the numerator of which is the total number of Ordinary Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator of which is the total number of Ordinary Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of Ordinary Shares issuable in payment of such dividend or distribution.

(3) Adjustments for Reorganizations, Mergers, Consolidations, Reclassifications, Exchanges, Substitutions. If at any time, or from time to time, any capital reorganization or reclassification of the Ordinary Shares (other than as a result of a share dividend, subdivision, split or combination otherwise treated above) occurs or the Company is consolidated, merged or amalgamated with or into another Person (other than a consolidation, merger or amalgamation treated as a Deemed Liquidation Event pursuant to Article 8.2(B)), then in any such event, provision shall be made so that, upon conversion of any Preferred Share thereafter, the holder thereof shall receive the kind and amount of shares and other securities and property which the holder of such shares would have received in connection with such event had the relevant Preferred Shares been converted into Ordinary Shares immediately prior to such event.

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(4) Adjustments to Conversion Price for Dilutive Issuance.

(a) Special Definition. For purposes of this Article 8.3(E)(4), the following definitions shall apply:

(i) “Options” mean rights, options or warrants to subscribe for, purchase or otherwise acquire either Ordinary Shares or Convertible Securities.

(ii) “Convertible Securities” shall mean any Indebtedness, shares or other securities directly or indirectly convertible into or exchangeable for Ordinary Shares.

(iii) “New Securities” shall mean all Ordinary Shares issued (or, pursuant to Article 8.3(E)(4)(c), deemed to be issued) by the Company after the date on which these Articles are adopted, other than the following issuances (collectively, the “Excepted Issuances”):

a). up to in the aggregate 20,331,467 (such number can be amended pursuant to Article 64.1) Ordinary Shares (or Options exercisable for such Ordinary Shares) (as appropriately adjusted for share splits, share dividends, combinations, recapitalizations and similar events), in each case issued to the Group Companies’ employees, officers, directors, consultants or any other Persons qualified pursuant to the ESOP;

b). Ordinary Shares issued or issuable pursuant to a share split or sub-division, share dividend, combination, recapitalization or other similar transaction of the Company, as described in Article 8.3(E)(1) through Article 8.3(E)(3) and as approved by the Board;

c). Ordinary Shares issued upon the conversion of Preferred Shares;

d). any Equity Securities of the Company issued pursuant to the Share Subscription Agreement;

e). any Equity Securities of the Company issued pursuant to a Qualified IPO;

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f). any Equity Securities of the Company issued as dividend or distribution solely on the Preferred Shares in accordance with the Memorandum and Articles, or in connection with a subdivision, combination, reclassification or similar event of the Preferred Shares;

g). with respect to the Series A Conversion Price, any Equity Securities for which holders of at least a majority of the outstanding Series A Preferred Shares have agreed in writing to waive the applicable adjustment to the Series A Conversion Price provided by Article 8.3(E)(4)(d) below;

h). with respect to the Series B-1 Conversion Price, any Equity Securities for which holders of at least a majority of the outstanding Series B-1 Preferred Shares have agreed in writing to waive the applicable adjustment to the Series B-1 Conversion Price provided by Article 8.3(E)(4)(d) below;

i). with respect to the Series B-2 Conversion Price, any Equity Securities for which holders of at least a majority of the outstanding Series B-2 Preferred Shares have agreed in writing to waive the applicable adjustment to the Series B-2 Conversion Price provided by Article 8.3(E)(4)(d) below;

j). with respect to the Series B-3 Conversion Price, any Equity Securities for which holders of at least a majority of the outstanding Series B-3 Preferred Shares have agreed in writing to waive the applicable adjustment to the Series B-3 Conversion Price provided by Article 8.3(E)(4)(d) below; and

k). with respect to the Series D Conversion Price, any Equity Securities for which holders of at least a majority of the outstanding Series D Preferred Shares have agreed in writing to waive the applicable adjustment to the Series D Conversion Price provided by Article 8.3(E)(4)(d) below.

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(b) No Adjustment of Conversion Price. No adjustment in the Conversion Price with respect to any Preferred Share shall be made in respect of the issuance of New Securities unless the consideration per Ordinary Share (determined pursuant to Article 8.3(E)(4)(e) hereof) for the New Securities issued or deemed to be issued by the Company is less than such Conversion Price in effect immediately prior to such issuance, as provided for by Article 8.3(E)(4)(d). No adjustment or readjustment in the Conversion Price with respect to any Preferred Share otherwise required by this Article 8.3 shall affect any Ordinary Shares issued upon conversion of any applicable Preferred Share prior to such adjustment or readjustment, as the case may be.

(c) Deemed Issuance of New Securities. In the event the Company at any time or from time to time shall issue any Options or Convertible Securities or shall fix a record date for the determination of holders of any series or class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of Ordinary Shares (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number for anti-dilution adjustments) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities or the exercise of such Options, shall be deemed to be New Securities issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date, provided that in any such case in which New Securities are deemed to be issued:

(i) no further adjustment in the Conversion Price with respect to any Preferred Share shall be made upon the subsequent issue of Convertible Securities or Ordinary Shares upon the exercise of such Options or conversion or exchange of such Convertible Securities or upon the subsequent issue of Options for Convertible Securities or Ordinary Shares;

(ii) if such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any change in the consideration payable to the Company, or change in the number of Ordinary Shares issuable, upon the exercise, conversion or exchange thereof, the then effective Conversion Price with respect to any Preferred Share computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such change becoming effective, be recomputed to reflect such change insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities;

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(iii) no readjustment pursuant to Article 8.3(E)(4)(c)(ii) shall have the effect of increasing the then effective Conversion Price with respect to any Preferred Share to an amount which exceeds the Conversion Price with respect to such Preferred Share that would have been in effect had no adjustments in relation to the issuance of the Options or Convertible Securities as referenced in Article 8.3(E)(4)(c)(ii) been made;

(iv) upon the expiration of any such Options or any rights of conversion or exchange under such Convertible Securities that have not been exercised, the then effective Conversion Price with respect to any Preferred Share computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto) and any subsequent adjustments based thereon shall, upon such expiration, be recomputed as if:

(x) in the case of Convertible Securities or Options for Ordinary Shares, the only New Securities issued were the Ordinary Shares, if any, actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities and the consideration received therefor was the consideration actually received by the Company for the issue of such exercised Options plus the consideration actually received by the Company upon such exercise or for the issue of all such Convertible Securities that were actually converted or exchanged, plus the additional consideration, if any, actually received by the Company upon such conversion or exchange, and

(y) in the case of Options for Convertible Securities, only the Convertible Securities, if any, actually issued upon the exercise thereof were issued at the time of issue of such Options, and the consideration received by the Company for the New Securities deemed to have been then issued was the consideration actually received by the Company for the issue of such exercised Options, plus the consideration deemed to have been received by the Company (determined pursuant to Article 8.3(E)(4)(e)) upon the issue of the Convertible Securities with respect to which such Options were actually exercised; and

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(v) if such record date shall have been fixed and such Options or Convertible Securities are not issued on the date fixed therefor, the adjustment previously made in the Conversion Price with respect to any Preferred Share which became effective on such record date shall be canceled as of the close of business on such record date, and thereafter the Conversion Price with respect to such Preferred Share shall be adjusted pursuant to this Article 8.3(E)(4)(c) as of the actual date of their issuance.

(d) Adjustment of the Conversion Price upon Issuance of New Securities.

In the event of an issuance of New Securities for a consideration per Ordinary Share received by the Company (net of any selling concessions, discounts or commissions) (“Lower Price”) less than the Conversion Price with respect to any Series A Preferred Share, Series B Preferred Share, Series C Preferred Share or Series D Preferred Share in effect immediately prior to such issue, then and in such event, the Conversion Price with respect to such Series A Preferred Share, Series B Preferred Share, Series C Preferred Share or Series D Preferred Shares shall be reduced, concurrently with such issue, to such Lower Price.

(e) Determination of Consideration. For purposes of this Article 8.3(E)(4), the consideration received by the Company for the issuance of any New Securities shall be computed as follows:

(i) Cash and Property. Such consideration shall:

(1) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Company excluding amounts paid or payable for accrued interest or accrued dividends and excluding any discounts, commissions or placement fees payable by the Company to any underwriter or placement agent in connection with the issuance of any New Securities;

(2) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined and approved in good faith by the Board; provided, however, that no value shall be attributed to any services performed by any employee, officer or director of any Group Company;

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(3) in the event New Securities are issued together with other Shares or securities or other assets of the Company for consideration which covers both, be the proportion of such consideration so received which relates to such New Securities, computed as provided in clauses (1) and (2) above, as reasonably determined in good faith by the Board.

(ii) Options and Convertible Securities. The consideration per Ordinary Share received by the Company for New Securities deemed to have been issued pursuant to Article 8.3(E)(4)(c) hereof relating to Options and Convertible Securities, shall be determined by dividing (x) the total amount, if any, received or receivable by the Company as consideration for the issue of such Options or Convertible Securities (determined in the manner described in paragraph (i) above), plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities by (y) the maximum number of Ordinary Shares (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

(5) Other Dilutive Events. In case any issuance shall occur as to which the other provisions of this Article 8.3(E) are not strictly applicable, and such issuance is not an Excepted Issuance and the failure to make any adjustment to the Conversion Price with respect to any Preferred Share would not fairly protect the conversion rights of the holders of such Preferred Shares in accordance with the essential intent and principles hereof, then the Company shall, in good faith, determine an appropriate adjustment to be made, on a basis consistent with the essential intent and principles established in this Article 8.3(E), necessary to preserve, without dilution, the conversion rights of the holders of such Preferred Shares and implement such adjustment pursuant to this Section.

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(6) No Impairment. The Company will not, by amendment of these Articles or through any reorganization, recapitalization, transfer of assets, consolidation, merger, amalgamation, scheme of arrangement, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company.

(7) Certificate of Adjustment. In the case of any adjustment or readjustment of the Conversion Price with respect to any Preferred Share, the Company, at its sole expense, shall compute such adjustment or readjustment in accordance with the provisions hereof and prepare a certificate showing such adjustment or readjustment, and shall deliver such certificate by notice to each registered holder of such Preferred Shares at the holder’s address as shown in the Company’s books. The certificate shall set forth such adjustment or readjustment, showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (i) the consideration received or deemed to be received by the Company for any New Securities issued or sold or deemed to have been issued or sold, (ii) the number of New Securities issued or sold or deemed to be issued or sold, (iii) the Conversion Price with respect to such Preferred Share, in effect before and after such adjustment or readjustment, and (iv) the type and number of Equity Securities of the Company, and the type and amount, if any, of other property which would be received upon conversion of such Preferred Shares after such adjustment or readjustment.

(8) Notice of Record Date. In the event the Company shall propose to take any action of the type or types requiring an adjustment set forth in this Article 8.3(E), the Company shall give notice to the holders of the relevant Preferred Shares, which notice shall specify the record date, if any, with respect to any such action and the date on which such action is to take place. Such notice shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action (to the extent such effect may be known at the date of such notice) on the Conversion Price with respect to the relevant Preferred Share, and the number, kind or class of shares or other securities or property which shall be deliverable upon the occurrence of such action or deliverable upon the conversion of the relevant Preferred Shares. In the case of any action which would require the fixing of a record date, such notice shall be given at least twenty (20) days prior to the date so fixed, and in the case of all other actions, such notice shall be given at least thirty (30) days prior to the taking of such proposed action.

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(9) Reservation of Shares Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued Ordinary Shares, solely for the purpose of effecting the conversion of the Preferred Shares, such number of its Ordinary Shares as shall from time to time be sufficient to effect the conversion of all outstanding Preferred Shares. If at any time the number of authorized but unissued Ordinary Shares shall not be sufficient to effect the conversion of all then outstanding Preferred Shares, in addition to such other remedies as shall be available to the Investors, the Company and its Members will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued Ordinary Shares to such number of shares as shall be sufficient for such purpose.

(10) Notices. Any notice required or permitted pursuant to this Article 8.3 shall be given in writing and shall be given in accordance with Articles 108 through 112.

(11) Payment of Taxes. The Company will pay all taxes (other than taxes based upon income) and other governmental charges that may be imposed with respect to the original issuance or delivery of Ordinary Shares upon conversion of the Preferred Shares, excluding any tax or other charge imposed in connection with any transfer involved in the issue and delivery of Ordinary Shares in a name other than that in which such Preferred Shares so converted were registered.

8.4 Voting Right.

A. General Rights. Subject to the provisions of the Memorandum and these Articles, at all general meetings of the Company, the holder of a Preferred Share shall be entitled to such number of votes as equals the whole number of Ordinary Shares into which such holder’s collective Preferred Shares are convertible immediately after the close of business on the record date of the determination of the Company’s Members entitled to vote or, if no such record date is established, at the date such vote is taken or any written consent of the Company’s Members is first solicited. Fractional votes shall not, however, be permitted and any fractional voting rights available on an as converted basis (after aggregating all shares into which the Preferred Shares held by each holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward). To the extent that the Statute or the Articles allow any series of Preferred Shares to vote separately as a class or series with respect to any matters, such series of Preferred Shares shall have the right to vote separately as a class or series with respect to such matters.

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B. Protective Provisions. The following matters of the Group Companies (except for those matters limited to the Company as specifically set forth below) shall be approved by each of (a) the holders of a majority of the then-outstanding Series A Preferred Shares (voting together as a single class and on an as-converted basis), (b) the holders of a majority of the then-outstanding Series B Preferred Shares (voting together as a single class and on an as-converted basis), (c) the holders of a majority of the then-outstanding Series C Preferred Shares (voting together as a single class and on an as-converted basis), (d) the holders of a majority of the then-outstanding Series D Preferred Shares (voting together as a single class and on an as-converted basis) and (e) the holders of a majority of the then-outstanding Ordinary Shares:

(1) any amendment to the Memorandum and Articles;

(2) termination, dissolution or liquidation of the Company;

(3) increase or decrease of any authorized capital or registered capital, as the case may be, of any Group Company;

(4) merger, amalgamation, consolidation or reorganization of the Company with other Persons or de-merger of the Company;

(5) any amendment or change of the rights, preferences, privileges, powers, limitations or restrictions of or concerning, or the limitations or restrictions provided for the benefit of, any series of Preferred Shares in issue;

(6) any action that authorizes, creates or issues (A) any class or series of Equity Securities having rights, preferences, privileges, powers, limitations or restrictions superior to or on a parity with any series of Preferred Shares in issue, whether as to liquidation, conversion, dividend, voting, redemption, or otherwise, or any Equity Securities convertible into, exchangeable for, or exercisable into any Equity Securities having rights, preferences, privileges, powers, limitations or restrictions superior to or on a parity with any series of Preferred Shares in issue, whether as to liquidation, conversion, dividend, voting, redemption or otherwise, or (B) any other Equity Securities of any Group Company except for (x) the Conversion Shares, (y) the Equity Securities issued pursuant to the Share Subscription Agreement, and (z) the Equity Securities issued pursuant to the ESOP;

(7) any action that reclassifies any outstanding shares into shares having rights, preferences, privileges, powers, limitations or restrictions senior to or on a parity with any series of Preferred Shares in issue, whether as to liquidation, conversion, dividend, voting, redemption or otherwise;

(8) any direct or indirect transfer, pledge or disposal of the Equity Securities by any Key Holder;

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(9) change of the number or composition of the Directors of the Board;

(10) the entering into of a restructuring plan with any creditor, or commencement of winding up proceedings or such similar bankruptcy proceedings;

(11) liquidation, dissolution or winding up of any Affiliates of the Company, or effecting of any Deemed Liquidation Event; and

(12) any action by the Company or a Group Company, as applicable, to authorize, approve, or enter into any agreement or obligation with respect to any of the actions listed above.

For the purpose of this Article 8.4(B) only, (i) as long as Crescent (together with its Affiliates) holds no less than 5% of the Equity Securities in the Company, Crescent shall be deemed as the holder of a majority of the then-outstanding Series B Preferred Shares (voting together as a single class and on an as-converted basis) and have the voting rights equal to the aggregate voting power of all other holders of Series B Preferred Shares plus one, and (ii) as long as Goldman Sachs (together with its Affiliates) holds no less than 5% of the Equity Securities in the Company, it shall be deemed as the holder of a majority of the then-outstanding Series C Preferred Shares (voting together as a single class and on an as-converted basis) and have the voting rights equal to the aggregate voting power of all other holders of Series C Preferred Shares plus one. For the avoidance of doubt, such right of Crescent or Goldman Sachs shall be nontransferable upon transfer of any Equity Securities by Crescent or Goldman Sachs to its respective non-Affiliate or assignment to any other non-Affiliated party of any right and/or obligation by Crescent or Goldman Sachs under the Transaction Documents.

Notwithstanding anything to the contrary contained herein, where any act listed in clauses (1) through (11) (inclusive) above requires the approval of the Members by an Ordinary Resolution or a Special Resolution in accordance with the Statute, and if the Members vote in favor of such act but the approval as required in Article 8.4(B) has not been obtained, then the Members voting against such resolution in aggregate shall, in such vote, have the voting rights equal to the aggregate voting power of all Members who voted in favor of such act plus one.

8.5 Redemption Rights.

A. Redemption.

(1) With respect to Series D Preferred Shares, Series C Preferred Shares, Series B Preferred Shares and Series A Preferred Shares, in the event that any Redemption Event occurs, each of the holders of Series D Preferred Shares, Series C Preferred Shares, Series B Preferred Shares and Series A Preferred Shares shall have the right, but not the obligation, to request the redemption of all or any part of the then outstanding Preferred Shares held by such holder (“Redemption Right”).

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The Company shall, upon the request of any of the Investors in accordance with clauses (1) above, redeem the Preferred Shares at the price equal to:

(w) in respect of each Series D Preferred Share held thereby (each, a “Series D Redeeming Preferred Share”) the sum of the applicable Series D Deemed Purchase Price with respect to such Series D Redeeming Preferred Share, plus an internal annual rate of return of 15% calculated from the date that such holder made payment to the Company pursuant to the Share Subscription Agreement, and any accrued but unpaid dividends on such Share, as proportionally adjusted for share subdivisions, share dividends, reorganizations, reclassifications, consolidations, or mergers (the “Series D Redemption Price”);

(x) in respect of each Series C Preferred Share held thereby (each, a “Series C Redeeming Preferred Share”) the sum of the applicable Series C Deemed Purchase Price with respect to such Series C Redeeming Preferred Share, plus an internal annual rate of return of 15% calculated from the date that such holder made payment to Baozun pursuant to the Capital Increase Subscription Agreement, and any accrued but unpaid dividends on such Share, as proportionally adjusted for share subdivisions, share dividends, reorganizations, reclassifications, consolidations, or mergers (the “Series C Redemption Price”);

(y) in respect of each Series B Preferred Share held thereby (each, a “Series B Redeeming Preferred Share”) the sum of the applicable Series B Deemed Purchase Price with respect to such Series B Redeeming Preferred Share, plus 12.5% annually compounded interest calculated from the date that such holder made payment to Baozun pursuant to that certain capital increase subscription agreement, and any accrued but unpaid dividends on such Share, as proportionally adjusted for share subdivisions, share dividends, reorganizations, reclassifications, consolidations, or mergers (the “Series B Redemption Price”); and/or

(z) in respect to each Series A Preferred Share held thereby (each, a “Series A Redeeming Preferred Share”, collectively with the Series B Redeeming Preferred Shares and Series C Redeeming Preferred Shares, the “Redeeming Preferred Shares”) the sum of the applicable Series A Deemed Purchase Price with respect to such Series A Redeeming Preferred Share, plus 12.5% annually compounded interest calculated from the date that such holder made payment to Baozun pursuant to certain capital increase subscription agreement, and any accrued but unpaid dividends on such Share, as proportionally adjusted for share subdivisions, share dividends, reorganizations, reclassifications, consolidations, or mergers (the “Series A Redemption Price”, collectively with the Series B Redemption Price, Series C Redemption Price and the Series D Redemption Price, the “Redemption Price”).

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(2) In the event that the Investors are eligible to exercise the Redemption Right and the Company has not fully redeemed the Investors pursuant to Article 8.5A(1) above, each of the Investors shall have the right (the “Shortfall Purchase Right”), but not the obligation, to request the Key Holders to purchase, and the Key Holders, shall, upon such request, purchase, from such holder such remaining unredeemed Preferred Shares held by such holder at the applicable Redemption Price pursuant to Article 8.5(C) (the “Shortfall Purchase”).

B. Insufficient Funds. In the event insufficient funds are available to pay in full the Redemption Price in respect of each Preferred Share at any time, the funds that are legally available shall nonetheless be paid and applied, (i) first against the Series D Redeeming Preferred Shares in a pro-rata manner until amount owed thereon is paid in full; (ii) only after the payment in full of the Redemption Price against the Series D Redeeming Preferred Shares, then against the Series C Redeeming Preferred Shares in a pro-rata manner until amount owed thereon is paid in full; (iii) only after the payment in full of the Redemption Price against the Series C Redeeming Preferred Shares, then against the Series B Redeeming Preferred Shares in a pro-rata manner until amount owed thereon is paid in full; and (iv) only after the payment in full of the Redemption Price against the Series B Redeeming Preferred Shares, then against the Series A Redeeming Preferred Shares in a pro-rata manner until the amount owed thereon is paid in full (such sequence, the “Redemption Preference”), with the shortfall (to the extent such shortfall is not otherwise paid to the Investors pursuant to such holder’s Shortfall Purchase Right) to be paid and applied in accordance with the Redemption Preference from time to time out of legally available funds of the Company immediately as and when such funds become legally available. The full Redemption Price shall not be deemed to have been paid in respect of any share of the applicable series of Redeeming Preferred Shares, and the redemption shall not be deemed to have been consummated in respect of any share of the applicable series of Redeeming Preferred Shares and each Redeeming Preferred Shareholder holding any share of such series of Redeeming Preferred Shares shall remain entitled to all of its rights, including its voting rights, in respect of such share, and each share of such series of Redeeming Preferred Shares shall remain “outstanding” for the purposes of these Articles, until such time as the Redemption Price in respect of each share of such series of Redeeming Preferred Share has been paid in full whereupon all such rights shall automatically cease. For the avoidance of doubt, no holder has a more preferential redemption right compared with holders with respect to the same series of Preferred Shares.

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C. Procedures.

(1) Any Investor shall request the redemption by serving a written notice to the Company (“Redemption Notice”). The Redemption Notice shall specify the reason of redemption, the proportion of the Shares to be redeemed and the price of redemption. Within three (3) Business Days after receiving the Redemption Notice, the Company shall inform other Investors who have not requested the Redemption of the above redemption request in written form (the “Redemption Information”). Such Investors who have not requested the Redemption shall notify the Company of Shares to be redeemed and the price of redemption in written form within fifteen (15) Business Days upon receipt of the Redemption Information (the “Participation Redemption Notice”). Notwithstanding the foregoing, the failure to participate in the redemption within the above fifteen (15) Business Days’ period by the Investor shall not be interpreted as the waiver of the redemption right in Article 8.5 and such holder may elect to re-request the Company to redeem its Shares in accordance with Article 8.5. The closing (the “Redemption Closing”) of the redemption of the Redeeming Preferred Shares pursuant to this Article 8.5 will take place within sixty (60) Business Days of the date of the Redemption Notice at the offices of the Company, or such earlier date or other place as the parties may mutually agree in writing (the “Redemption Date”). At the Redemption Closing, the Company will purchase each Redeeming Preferred Share from the holders of such Redeeming Preferred Share by paying in cash therefor the Redemption Price. The Members shall cause the Directors of the Board appointed by them to pass a board resolution approving the redemption within twenty (20) Business Days upon the receipt of the Participation Redemption Notice by the Company. The Members shall take any other necessary actions as soon as practicable after the aforesaid twenty (20) Business Days’ period to effect such redemption.

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(2) Any Investor requesting the Key Holders to purchase unredeemed Preferred Shares at the Redemption Price pursuant to a Shortfall Purchase Right may deliver a written notice to the Company and the Key Holders (the “Shortfall Notice”) after one hundred and eighty (180) days of the Redemption Date. The Shortfall Notice shall specify the number of Shares that remain to be purchased at the date of the Shortfall Notice and the applicable Redemption Price. Within three (3) Business Days after receiving the Shortfall Notice, the Key Holders shall inform other Investors who have not requested the purchase of Preferred Shares as set forth in the Shortfall Notice in written form (the “Shortfall Information”). Such Investors who have not requested the Shortfall Purchase shall notify the Company and the Key Holders of Shares to be purchased and the price of purchase in written form within fifteen (15) Business Days upon receipt of the Shortfall Information (the “Participation Shortfall Notice”). Notwithstanding the foregoing, the failure to participate in the Shortfall Purchase within the above fifteen (15) Business Days’ period by the Investor shall not be interpreted as the waiver of the purchase right in Article 8.5(A)(2) and such holder may elect to re-request the Key Holders to purchase its Shares in accordance with Article 8.5(A)(2). The closing (the “Shortfall Closing”) of the purchase of the Shares subject to the Shortfall Purchase pursuant to this Article 8.5 will take place within sixty (60) Business Days of the date of the Shortfall Notice at the offices of the Company, or such earlier date or other place as the Investors and Key Holders may mutually agree in writing (the “Shortfall Date”). At the Shortfall Closing, the Key Holders will purchase each Share subject to the Shortfall Purchase from the holders of such holders exercising their Shortfall Purchase Rights by paying in cash therefor the Redemption Price. The Members shall cause the Directors of the Board appointed by them to pass a board resolution approving the transfer of Shares pursuant to the Shortfall Purchase within twenty (20) Business Days upon the receipt of the Participation Shortfall Notice by the Company. The Members shall take any other necessary actions as soon as practicable after the aforesaid twenty (20) Business Days’ period to effect such Shortfall Purchase.

D. No Impairment. Once the Company has received a Redemption Notice, it shall not (and shall not permit any Subsidiary to) take any action which could have the effect of delaying, undermining or restricting the redemption, and the Company shall in good faith use all reasonable efforts as expeditiously as possible to increase the amount of legally available redemption funds including causing any other Group Company to distribute any and all available funds to the Company for purposes of paying the Redemption Price for all Redeeming Preferred Shares on the Redemption Price Payment Date, and until the date on which each Redeeming Preferred Share is redeemed, the Company shall not declare or pay any dividend nor otherwise make any distribution of or otherwise decrease its profits available for distribution.

E. Transfer to Third Party Purchaser. If any Investor exercises its Redemption Rights or its Shortfall Purchase Rights but the Company and the Key Holders fail to fully redeem or purchase the Redeeming Preferred Shares at the Redemption Price within sixty (60) Business Days after the Redemption Notice or the Shortfall Notice (as applicable), or such redemption or Shortfall Purchase fails to be completed within such period, for whatsoever reason, such Investor shall have the right to transfer the Redeeming Preferred Shares not redeemed or purchased by the Company or the Key Holders (as applicable) to a third party purchaser. In such an event, Article 16.3 (except for Article 16.3(E) to Article 16.3(G)) and Article 16.4 shall apply.

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ORDINARY SHARES

9. Certain rights, preferences, privileges and limitations of Ordinary Shares of the Company are as follows:

9.1 Dividend Provision. Subject to the preferential rights of holders of all other series and classes of Shares in the Company at the time outstanding with respect to dividends, the holders of the Ordinary Shares shall, subject to the Statute and these Articles, be entitled to receive, when, as and if declared by the Directors, out of any assets of the Company legally available therefor, such dividends as may be declared from time to time by the Directors.

9.2 Liquidation. Upon the liquidation, dissolution or winding up of the Company, the assets and funds of the Company shall be distributed as provided in Article 8.2.

9.3 Voting Rights. Subject to the provisions of the Memorandum and these Articles, at all general meetings of the Company, the holder of Ordinary Shares shall at all times vote together as one class on all resolutions submitted to vote by the Members and be entitled to one (1) vote on all matters subject to vote.

REGISTER OF MEMBERS

10. The Company shall maintain or cause to be maintained the Register of Members in accordance with the Statute. The Register of Members shall be the only evidence as to who are the Members entitled to examine the Register of Members, the list required to be sent to Members under Article 38, or the other books and records of the Company, or to vote in person or by proxy at any meeting of Members.

FIXING RECORD DATE

11. The Directors may fix in advance a date as the record date for any determination of Members entitled to notice of or to vote at a meeting of the Members, or any adjournment thereof, and for the purpose of determining the Members entitled to receive payment of any dividend the Directors may, at or within ninety (90) days prior to the date of declaration of such dividend fix a subsequent date as the record date for such determination.

12. If no record date is fixed for the determination of Members entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive payment of a dividend, the date on which notice of the meeting is sent or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Article, such determination shall apply to any adjournment thereof.

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CERTIFICATES FOR SHARES

13. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. Share certificates shall be signed by one or more Directors or other Person authorised by the Directors. The Directors may authorise certificates to be issued with the authorised signature(s) affixed by mechanical process. All certificates for Shares shall be consecutively numbered or otherwise identified and shall specify the Shares to which they relate. All certificates surrendered to the Company for transfer shall be cancelled and, subject to these Articles, no new certificate shall be issued until the former certificate representing a like number of relevant Shares shall have been surrendered and cancelled.

14. The Company shall not be bound to issue more than one certificate for Shares held jointly by more than one Person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them.

15. If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and on the payment of such expenses reasonably incurred by the Company in investigating evidence, as the Directors may prescribe, and (in the case of defacement or wearing out) upon delivery of the old certificate.

TRANSFER OF SHARES

16. The Shares of the Company are subject to transfer restrictions as set forth below. The Company will only register transfers of Shares that are made in accordance with provisions and will not register transfers of Shares that are made in violation of such provisions. The instrument of transfer of any Share shall be in writing and shall be executed by or on behalf of the transferor (and, if the Directors so require, signed by the transferee). The transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered in the Register of Members.

16.1 Transfer Restrictions.

A. None of the Members may sell, transfer, otherwise dispose of, or create or permit to be created any encumbrance over all or any part of its Equity Securities in the Company to any party except in accordance with this Article 16.

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B. Unless approved by the shareholders in accordance with Article 8.4(B), none of the Key Holders shall directly or indirectly sell, transfer or otherwise dispose of all or any part of its Equity Securities in the Company to any party prior to the Qualified IPO. For the avoidance of any doubt, Article 16 is not applicable to sale, transfer or otherwise disposal of all or any part of Equity Securities in the Company by a Key Holder (i) in a Deemed Liquidation Event, or (ii) to its Affiliate or any transferee that is established by a Principal solely for tax or estate planning purposes of which such Principal and/or extended family member of such Principal are the sole legal beneficiaries (each, a “Permitted Transferee”); provided that (1) such Key Holder shall provide proof satisfactory to the Investors; (2) any transfer pursuant to item (ii) shall not exceed fifty percent (50%) of the aggregate Equity Securities held by such Key Holder that is not a Key Employee as of the date of the Shareholders Agreement and any transfer pursuant to item (ii) shall not exceed fifteen percent (15%) of the aggregate Equity Securities held by such Key Holder that is a Key Employee as of the date of the Shareholders Agreement; (3) each Permitted Transferee shall agree to be bound by the Shareholders Agreement pursuant to Section 8.1(e) of the Shareholders Agreement and that such Key Holder shall procure the Permitted Transferee not to transfer its Equity Securities except back to such Key Holder or other Permitted Transferee(s); (4) after such transfer, such Permitted Transferee shall remain qualified to be a Permitted Transferee as defined above, provided that the Key Holder shall at all times retain full voting control over the transferred Equity Securities; and (5) the Key Holder shall at all times after such transfer procure and ensure that such transferees and the beneficiaries thereof shall comply with and observe the terms and conditions of these Articles, the Shareholders Agreement and all duties and restrictions as a holder of such Equity Securities.

C. Each Key Holder agrees not to circumvent or otherwise avoid the transfer restrictions or intent thereof set forth hereof, whether by holding the Equity Securities of the Company indirectly through another Person (including a Principal Holding Company) or by causing or effecting, directly or indirectly, the transfer, sale or disposal of any Equity Securities by any such Person (including a Principal Holding Company), or otherwise. Any purported transfer, sale or disposal of any Equity Securities of any Key Holder in contravention of restrictions hereof shall be void and ineffective for any and all purposes and shall not confer on any transferee or purported transferee any rights whatsoever, and no Party (including any Key Holder) shall recognize any such transfer, sale or disposal.

D. Article 16 is not applicable to sale, transfer or otherwise disposal of all or any part of Equity Securities in the Company by and between Crescent and Stelca.

E. Notwithstanding any other provision hereof, no sale, transfer or otherwise disposal may be made unless the transferee of the Equity Securities (unless already bound hereby) has agreed in writing to be bound by the terms of the Shareholders Agreement pursuant to a Joinder Agreement as specifically set forth in the Shareholders Agreement.

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16.2 Right of First Refusal and Tag-along Right of Investors

A. Subject to Article 16.2(B), if any Key Holder (the “Disposing Party”) intends to directly or indirectly transfer any or all of its Equity Securities in the Company (the “Offered Equity Securities”) to any third party, it shall notify the Company and the other Members (the “Non-Disposing Parties”) of such intention before seeking any offer from interested third parties in respect of the purchase of the aforesaid Equity Securities. The Disposing Party shall be entitled to disclose to the interested third party purchaser(s) such confidential information in relation to the Company as is necessary for the proposed transfer of its Equity Securities, provided however that (i) the Disposing Party shall enter into a confidentiality agreement with each of the interested third party purchasers under which the latter undertakes not to disclose or use the relevant confidential information for any other purpose than purchase of the Equity Securities from the Disposing Party; and (ii) the Disposing Party shall send a copy of any confidential information which it, he or she disclosed to the interested third party purchasers to the Non-Disposing Parties. Upon the receipt of an offer from any third party purchaser, the Disposing Party shall give a written notice (the “Transfer Notice”) to the Non-Disposing Parties and the Company specifying (i) the entire percentage of its Equity Securities in the Company which it, he or she proposes to transfer to the third party purchaser, (ii) the identity of the third party purchaser (the “Third Party Purchaser”), and (iii) the price (the “Purchase Price”) and other key terms and conditions of the proposed transfer.

B. Each Investor shall have an option for a period of sixty (60) days following receipt of the Transfer Notice (the “Acceptance Period”) to elect to purchase all or any portion of its respective pro rata share of the Offered Equity Securities set out in the Transfer Notice at the same price and on substantially the same terms and conditions as described in the Transfer Notice, by notifying the Disposing Party and the Company in writing before expiration of the Acceptance Period as to the quantity of such Offered Equity Securities that it wishes to purchase.

C. For the purpose of this Article 16.2, “pro rata share” of the Offered Equity Securities of each Investor shall be equal to (i) the quantity of Offered Equity Securities, multiplied by (ii) a fraction, the numerator of which shall be the Ordinary Shares (on an as-converted basis) held by such Investor on the date of the Transfer Notice and the denominator of which shall be the Ordinary Shares (on an as-converted basis) held by all Investors on such date.

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D. If any such Investor fails to exercise its right to purchase its full pro rata share of the available Offered Equity Securities, the Disposing Party shall deliver a written notice (the “Second Notice”) specifying the quantity of the Offered Equity Securities not purchased by the Investors pursuant to Article 16.2(B) (the “Non-purchased Offered Equity Securities”) within five (5) days after the expiration of the Acceptance Period to the Company and to each Investor that elected to purchase its entire pro rata share of the Offered Equity Securities (an “Exercising Investor of Right of First Refusal”). The Exercising Investors of Right of First Refusal shall have a right of re-allotment, such that they shall have ten (10) days from the date of the Second Notice (the “Extended Acceptance Period”) was given to elect to increase the number of Offered Equity Securities that they agreed to purchase in accordance with Article 16.2(B). Such right of re-allotment shall be subject to the following condition: each Exercising Investor of Right of First Refusal shall first notify the Disposing Party of its desire to increase the quantity of the Offered Equity Securities it agreed to purchase under Article 16.2(B), stating the quantity of the additional Offered Equity Securities it proposes to buy (the “Additional Offered Equity Securities”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days. If, as a result thereof, the total quantity of Additional Offered Equity Securities the Exercising Investors of Right of First Refusal propose to buy exceeds the total quantity of the Non-purchased Offered Equity Securities, then each Exercising Investor of Right of First Refusal who proposes to buy more than such quantity of Additional Offered Equity Securities as is equal to the product obtained by multiplying (i) the quantity of the Non-purchased Offered Equity Securities by (ii) a fraction, the numerator of which is the Ordinary Shares (on an as-converted basis) held by such Exercising Investor of Right of First Refusal and the denominator of which is the Ordinary Shares (on an as-converted basis) held by all Exercising Investors of Right of First Refusal (an “Over-Purchasing Investor”) shall mutually agree with the other Over-Purchasing Investors on the quantity of Additional Offered Equity Securities to be purchased so that the total quantity of Additional Offered Equity Securities the Exercising Investors of Right of First Refusal propose to buy shall not exceed the total quantity of the Non-purchased Offered Equity Securities; failing such agreement, each Over-Purchasing Investor will be cut back by the Disposing Party with respect to its over-purchase to that quantity of the Non-purchased Offered Equity Securities equal to the product obtained by multiplying (i) the number of the Non-purchased Offered Equity Securities available for over-purchase by (ii) a fraction, the numerator of which is the Ordinary Shares (on an as-converted basis) held by such Over-Purchasing Investor and the denominator of which is the Ordinary Shares (on an as-converted basis) held by all the Over-Purchasing Investors.

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E. In the event of the proposed transfer by the Disposing Party of any Equity Securities in the Company, each of the Investors who have not exercised its right to purchase any of the Offered Equity Securities shall be entitled, by written notice (the “Tag-along Acceptance Notice”) given to the Disposing Party and the Company within fifteen (15) Business Days after the expiry of the Acceptance Period (or the Extended Acceptance Period, as the case may be) (the “Tag-along Offer Period”), to participate in such proposed transfer of any Equity Securities of the Disposing Party to the Third Party Purchaser, on the same terms and conditions as specified in the Transfer Notice. The Disposing Party shall provide within a reasonable period before the expiry of the Tag-along Offer Period any information that the Investors may reasonably request, taking into account the relationships among the parties involved and their competitive interests, to enable the Investors to evaluate any non-cash consideration, if applicable, together with other key deal terms.

F. If any of the Investors s wishes to participate in the transfer to the Third Party Purchaser, such Investors shall deliver a Tag-along Acceptance Notice to the Disposing Party and the Company specifying that it desires to sell such amount of Equity Securities in the Company, which amount shall not exceed the Tag-along Pro Rata Portion (as defined below) of such Investor, to the Third Party Purchaser. To the extent one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth herein, the amount of Equity Securities that the Disposing Party may sell in the transaction shall be correspondingly reduced. “Tag-along Pro Rata Portion” shall mean the product obtained by multiplying (x) the aggregate amount of Shares to be transferred by the Disposing Party under the Transfer Notice following the exercise or expiration of all rights of first refusal pursuant to Article 16.2(A) to Article 16.2(B) by (y) a fraction, the numerator of which is the amount of Ordinary Shares (on an as-converted basis) held by the Investors as of the date of the Transfer Notice and the denominator of which is the amount of the Ordinary Shares (on an as-converted basis) held by the Disposing Party and all Investors entitled to exercise the tag-along right hereunder as of the date of the Transfer Notice.

G. In the event that any Investor decides to participate in the proposed transfer to the Third Party Purchaser in accordance with Article 16.2(E) and Article 16.2(F) above, the other Members including the Disposing Party shall take any and all actions to effect the transfer of such Equity Securities from such Investor to the Third Party Purchaser. In the event that the Third Party Purchaser does not agree to purchase Equity Securities of such Investor, the Disposing Party shall also not sell any of its Equity Securities to the Third Party Purchaser.

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H. To the extent that the Investors have not exercised their rights to purchase all Offered Equity Securities within the time periods specified in Article 16.2(B) and Article 16.2(D), subject to the right of the Investors to exercise their rights to participate in the sale of Offered Equity Securities within the time periods specified in Article 16.2(E), the Disposing Party shall have a period of ninety (90) days from the expiration of such rights specified in Article 16.2(A) to 16.2(G) in which to sell the remaining Offered Equity Securities to the Third Party Purchaser identified in the Transfer Notice on terms and conditions (including the purchase price) no more favorable to the Third Party Purchaser than those specified in the Transfer Notice. The Members agree that the Third Party Purchaser, prior to and as a condition to the consummation of any sale, shall execute and deliver to the Parties documents and other instruments assuming the obligations of such Disposing Party under these Articles and the Shareholders Agreement with respect to the Offered Equity Securities and agreeing to be bound by the terms and conditions of the Articles and the Shareholders Agreement, and the transfer shall not be effective and shall not be recognized by any Member until such documents and instruments are so executed and delivered.

I. In the event the Disposing Party does not consummate the sale or disposition of any Offered Equity Securities within the time period set out in Article 16.2(H), rights of the Investors under Article 16.2(A) to 16.2(G), as the case may be, shall be re-invoked and shall be applicable to any subsequent disposition of such Offered Equity Securities by the Disposing Party until such rights lapse in accordance with the terms of these Articles and the Shareholders Agreement.

J. The exercise or non-exercise of the rights of the Investors under this Article 16.2 to purchase Equity Securities in the Company from a Disposing Party or participate in the sale of Equity Securities in the Company by a Disposing Party shall not adversely affect their rights to make subsequent purchases from the Disposing Party of Equity Securities in the Company or subsequently participate in sales of Equity Securities in the Company by the Disposing Party hereunder.

16.3 Other Parties’ Right of First Refusal, Tag-along Right of Investors.

A. Subject to Article 16.4 below, any Investor (the “Disposing Investor”) may sell, transfer or otherwise dispose of all or any part of its Equity Securities in the Company (the “Investor Offered Equity Securities”) to any other party subject to this Article 16.3. The Disposing Investor shall be entitled to disclose to the interested third party purchaser(s) such confidential information in relation to the Company as is necessary for the proposed transfer of its Equity Securities, provided however that (i) the Disposing Investor shall enter into a confidentiality agreement with each of the interested third party purchasers under which the latter undertakes not to disclose or use the relevant confidential information for any other purposes than purchase of the Equity Securities from the Disposing Party; and (ii) the Disposing Investor shall send a copy of any confidential information which it disclosed to the interested third party purchasers to the other Members. The Disposing Investor shall give a written notice (the “Investor Transfer Notice”) to the other Members and the Company specifying (i) the entire percentage of its Equity Securities in the Company which it proposes to transfer to the third party purchaser, (ii) the identity of the third party purchaser, and (iii) the price and other key terms and conditions of the proposed transfer.

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B. Each of the non-transferring Members shall have an option for a period of thirty (30) days following receipt of the Investor Transfer Notice (the “Investor Acceptance Period”) to elect to purchase all or any portion of its respective pro rata share of the Investor Offered Equity Securities set out in the Investor Transfer Notice at the same price and on substantially the same terms and conditions as described in the Investor Transfer Notice, by notifying the Disposing Investor and the Company in writing before expiration of the Investor Acceptance Period as to the quantity of such Investor Offered Equity Securities that it wishes to purchase.

C. For the purpose of this Article 16.3, each non-transferring Member’s “pro rata share” of the Investor Offered Equity Securities shall be equal to (i) the quantity of Investor Offered Equity Securities, multiplied by (ii) a fraction, the numerator of which shall be the Ordinary Shares (on an as-converted basis) held by such non-transferring Member on the date of the Investor Transfer Notice and the denominator of which shall be the Ordinary Shares (on an as-converted basis) held by all the non-transferring Members on such date.

D. If any non-transferring Member fails to exercise its right to purchase its full pro rata share of the available Investor Offered Equity Securities, the Disposing Investor shall deliver written notice (the “Investor Second Notice”) specifying the quantity of the Investor Offered Equity Securities not purchased by the non-transferring Members pursuant to Article 16.3(B) (the “Non-purchased Investor Offered Equity Securities”) within five (5) days after the expiration of the Investor Acceptance Period to the Company and to each non-transferring Member that elected to purchase its entire pro rata share of the Investor Offered Equity Securities (an “Exercising Party of Right of First Refusal”). The Exercising Parties of Right of First Refusal shall have a right of re-allotment, such that they shall have ten (10) days from the date of the Investor Second Notice (the “Extended Investor Acceptance Period”) to elect to increase the quantity of Investor Offered Equity Securities that they agreed to purchase in accordance with Article 16.3(B). Such right of re-allotment shall be subject to the following conditions: each Exercising Party of Right of First Refusal shall first notify the Disposing Investor of its desire to increase the quantity of the Investor Offered Equity Securities it agreed to purchase under Article 16.3(B), stating the quantity of the additional Investor Offered Equity Securities it proposes to buy (the “Additional Investor Offered Equity Securities”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days. If, as a result thereof, the total quantity of Additional Investor Offered Equity Securities the Exercising Parties of Right of First Refusal propose to buy exceeds the total quantity of the Non-purchased Investor Offered Equity Securities, then each Exercising Party of Right of First Refusal who proposes to buy more than such quantity of Additional Investor Offered Equity Securities as is equal to the product obtained by multiplying (i) the quantity of the Non-purchased Investor Offered Equity Securities by (ii) a fraction, the numerator of which is the Ordinary Shares (on an as-converted basis) held by such Exercising Party of Right of First Refusal and the denominator of which is the Ordinary Shares (on an as-converted basis) held by all Exercising Parties of Right of First Refusal (an “Over-Purchasing Party”) shall mutually agree with the other Over-Purchasing Parties on the quantity of Additional Investor Offered Equity Securities to be purchased so that the total quantity of Additional Investor Offered Equity Securities the Exercising Parties of Right of First Refusal propose to buy shall not exceed the total quantity of the Non-purchased Investor Offered Equity Securities; failing such agreement, each Over-Purchasing Party will be cut back by the Disposing Investor with respect to its over-purchase to that quantity of the Non-purchased Investor Offered Equity Securities equal to the product obtained by multiplying (i) the number of the Non-purchased Investor Offered Equity Securities available for over-purchase by (ii) a fraction, the numerator of which is the Ordinary Shares (on an as-converted basis) held by such Over-Purchasing Party and the denominator of which is the Ordinary Shares (on an as-converted basis) held by all the Over-Purchasing Parties.

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E. Subject to Article 8.5(E), in the event of the proposed transfer by the Disposing Investor of any Equity Securities in the Company, each of the other Investors who have not exercised its right to purchase any of the Investor Offered Equity Securities shall be entitled, by written notice (the “Investor Tag-along Acceptance Notice”) given to the Disposing Investor and the Company within fifteen (15) Business Days after the expiry of the Investor Acceptance Period (or the Extended Investor Acceptance Period, as the case may be) (the “Investor Tag-along Offer Period”), to participate in such proposed transfer of any Equity Securities of the Disposing Investor to the third party purchaser, on the same terms and conditions as specified in the Investor Transfer Notice. The Disposing Investor shall provide within a reasonable period before the expiry of the Investor Tag-along Offer Period any information that the other Investors may reasonably request, taking into account the relationships among the parties involved and their competitive interests, to enable the other Investors to evaluate any non-cash consideration, if applicable, and regarding other key deal terms.

F. If any of the other Investors wishes to participate in the transfer to the third party purchaser, such Investor (the “Exercising Investor”) shall deliver an Investor Tag-along Acceptance Notice to the Disposing Investor and the Company specifying that it desires to sell such amount of Equity Securities in the Company, which amount shall not exceed the Investor Tag-along Pro Rata Portion (as defined below) of such Exercising Investor, to the third party purchaser. To the extent one or more of the other Investors exercise such right of participation in accordance with the terms and conditions set forth herein, the amount of Equity Securities that the Disposing Investor may sell in the transaction shall be correspondingly reduced. “Investor Tag-along Pro Rata Portion” shall mean the product obtained by multiplying (x) the aggregate amount of the Equity Securities in the Company to be transferred by the Disposing Investor under the Investor Transfer Notice following the exercise or expiration of all rights of first refusal pursuant to Article 16.3(A) to 16.3(D), by (y) a fraction, the numerator of which is the amount of Equity Securities in the Company held by the relevant Exercising Investor as of the date of the Investor Transfer Notice and the denominator of which is the amount of the Equity Securities in the Company held by the Disposing Investor and all Investors entitled to exercise the tag-along right hereunder as of the date of the Investor Transfer Notice.

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G. In the event that any Investor decides to participate in the proposed transfer to the third party purchaser in accordance with Article 16.3(E) and Article 16.3(F) above, the other Members including the Disposing Investor shall take any and all actions to effect the transfer of such Equity Securities from the Exercising Investor to the third party purchaser. In the event that the third party purchaser does not agree to purchase such Exercising Investor’s Equity Securities, the Disposing Investor shall also not sell any of its Equity Securities to the third party purchaser.

H. To the extent that the non-transferring Members have not exercised their rights to purchase all Investor Offered Equity Securities within the time periods specified in Article 16.3(B) and Article 16.3(D), subject to the right of the Investors to exercise their rights to participate in the sale of Investor Offered Equity Securities within the time periods specified in Article 16.3(E), the Disposing Investor shall have a period of ninety (90) days from the expiration of such rights specified in Article 16.3(A) to Article 16.3(G) in which to sell the remaining Investor Offered Equity Securities to the third party purchaser identified in the Investor Transfer Notice on terms and conditions (including the purchase price) no more favorable to the third party purchaser than those specified in the Investor Transfer Notice. The third party purchaser, prior to and as a condition to the consummation of any sale, shall execute and deliver to the Parties documents and other instruments assuming the obligations of such Disposing Investor under this Agreement with respect to the Investor Offered Equity Securities, and the transfer shall not be effective and shall not be recognized by any Member until such documents and instruments are so executed and delivered.

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I. In the event the Disposing Investor does not consummate the sale or disposition of any Investor Offered Equity Securities within the time period set out in Article 16.3(H), rights of the non-transferring Parties under Article 16.3(A) to 16.3(D) and the Investors under Article 16.3(E) to Article 16.3(G), as the case may be, shall be re-invoked and shall be applicable to any subsequent disposition of such Investor Offered Equity Securities by the Disposing Investor until such rights lapse in accordance with the terms of these Articles and the Shareholders Agreement.

J. The exercise or non-exercise of the rights of the non-transferring Member under Article 16.3(A) to 16.3(D) to purchase Equity Securities in the Company from a Disposing Investor or the Investors under Article 16.3(E) to 16.3(G) to participate in the sale of Equity Securities in the Company by a Disposing Investor shall not adversely affect their rights to make subsequent purchases from the Disposing Investor of Equity Securities in the Company or subsequently participate in sales of Equity Securities in the Company by the Disposing Investor hereunder.

16.4 Drag-along Right

A. Following the date of the fifth anniversary of the date of the Shareholders Agreement, if any Investor (the “Proposing Investor”) intends to transfer the Equity Securities held by it in the Company to a bona fide third party (for the avoidance of doubt, such bona fide third party shall not include any Member or its Affiliates) provided that the Equity Securities in the Company that such bona fide third party proposes to buy (the “Drag-along Amount”) exceeds fifty percent (50%) of the total amount of Equity Securities in the Company, and the value of the Company will exceed USD450,000,000 when conducting the above transfer of more than fifty percent (50%) of the Equity Securities in the Company to a bona fide third party, subject to the consents of the Members holding fifty percent (50%) or more of the Equity Securities in the Company (the “Shareholder Consent”), all Members of the Company other than the Proposing Investor (the “Selling Shareholders”) shall sell the Equity Securities of the Company to such bona fide third party at the same price and on the same conditions as the Proposing Investor together with the Proposing Investor on a pro rata basis, and procure the Directors of the Company appointed by them to vote in favor of such transfer of the Equity Securities in the Company and such transfer being a Deemed Liquidation Event. The “pro rata share” as used herein, in respect of each Member (including the Selling Shareholders and the Proposing Investors), shall be the product obtained by multiplying (A) the Drag-along Amount, by (B) a fraction, the numerator of which is the amount of Ordinary Shares (on an as-converted basis) held by each Member as of the date of Shareholder Consent and the denominator of which is the total amount of the Ordinary Shares (on an as-converted basis) held by all of the Members as of the date of Shareholder Consent. In respect of all the consideration received from the sale of the Equity Securities in the Company by the Members in accordance with the provisions in Article 16.4(A), each Member agrees to ensure that such consideration shall be distributed to the Investors within ninety (90) days upon the occurrence of such transfer of the Equity Securities in the Company in the order and amount specified in Liquidation Preference.

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B. Following the date of the fifth anniversary of the date of the Shareholders Agreement, if any Investor intends to propose a Deemed Liquidation Event other than the transfer of the Equity Securities in the Company prescribed in the Article 16.4(A) above, and the Company is valued at more than USD450,000,000 when such Deemed Liquidation Event takes place, subject to the consents of the Members holding fifty percent (50%) or more of the Equity Securities in the Company, all Members of the Company shall vote in favor of such Deemed Liquidation Event. Furthermore, all Members shall, and shall procure that each Director of the Company appointed by such Member will, approve the Deemed Liquidation Event and execute all necessary agreements and documents and take all necessary actions in furtherance of and to effect such Deemed Liquidation Event.

C. With respect to the sale of the Equity Securities in the Company to a bona fide third party in Article 16.4(A) above, each Member will be required to:

(1) make representations and warranties on the following matters with respect to such transaction: (x) it is entitled to the ownership of the Equity Securities proposed to be sold, and possesses all of the authorizations to sell such Equity Securities; and (y) such sale will not constitute a material breach of any material contract to which any of such shareholders is a party;

(2) obtain any consent or approval which will not result in incurring significant amount of expenditure; and

(3) pay for pro rata share of expenses in connection with the engagement of the legal counsels (but if all consideration that any Principal Holding Company receives from the transfer of the Equity Securities in the Company held by them in Article 16.4(B) above has been distributed to the Investors in accordance with the Liquidation Preference, such Principal Holding Company shall not bear the expenses incurred under Article 16.4(C)).

D. In respect of any transfer of the Equity Securities in the Company in accordance with Article 16.4(A) above, the Selling Shareholders and the Proposing Investor hereby waive their respective right of first refusal under Article 16.2 and Article 16.3, and irrevocably consent to such transfer.

E. Any transfer of the Equity Securities of the Company in accordance with Article 16.4(A) above shall not be made to the following entities or their holding companies or affiliates that are controlled by them: Amazon / Joyo, Baidu, eBay / Paypal, Facebook, Google, Yahoo! Inc., Microsoft, Tencent, 360Buy/Jingdong, Wal-Mart, Yihaodian, Suning, Dang Dang, Global Sources, Qihoo / 360.cn, and VANCL. Notwithstanding the foregoing, if Ali participates in the transfer of the Equity Securities in the Company to any of the above entities pursuant to the Article 16.4(A) above hereof, such transfer pursuant to Article 16.4(A) above shall be exempted from the transfer restrictions under this Article 16.4(E).

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16.5 Transfer to Affiliates

A. Notwithstanding provisions in Article 16.3 and Article 16.4 above, any Investor shall be free to transfer all or any part of its Equity Securities in the Company to an Affiliate; in respect of Goldman Sachs, Infinity, Crescent, Stelca and SoftBank, other than the transfer to its Affiliates, Goldman Sachs, Infinity, Crescent, Stelca or SoftBank also has the right to transfer all or any part of its Equity Securities in the Company to such holders’ and/or its fund manager’s and/or its Affiliates’ subsidiary, Affiliates, parent, partner, shareholder, member, limited partner, fund manager, or venture capital fund or private equity fund now or hereafter existing which is under common Control of one or more general partners or shares the same management company with Goldman Sachs, Infinity, Crescent, Stelca or SoftBank; provided that (i) the transferor gives a prior written notice to the other Members and the Company specifying the reason for the transfer; (ii) such Affiliate or the transferee provided in this Article 16.5(A) agrees to be bound by this Agreement; and (iii) such Affiliate or the transferee prescribed in this Article 16.5(A) shall not be among the following entities or companies controlling such entities or affiliated companies that are controlled by such entities.: Amazon/Joyo, Baidu, eBay/Paypal, Facebook, Google, Yahoo! Inc., Microsoft, Tencent, 360Buy/Jingdong, Wal-Mart, Yihaodian, Suning, Dang Dang, Global Sources, Qihoo/360.cn, and VANCL.

B. If a permitted transferee of Equity Securities in the Company pursuant to Article 16.5(A) at any time ceases to be an Affiliate of the transferring Investors or to possess the capacity provided in Article 16.5(A), the transferring Investors shall ensure that the transferee shall immediately transfer such Equity Securities in the Company back to the transferring Investors.

C. In respect of any transfer pursuant to Article 16.5(A) above, each of the other non-transferring Members hereby waives its rights under Article 16.3 and Article 16.4 above (including the right to receive the Investor Transfer Notice and to exercise the right of first refusal or participate in the transfer), and irrevocably consents to such transfer.

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REDEMPTION AND REPURCHASE OF SHARES

17. The Company is permitted to redeem, purchase or otherwise acquire any of the Company’s Shares, so long as such redemption, purchase or acquisition (i) is pursuant to any redemption provisions set forth in these Memorandum and Articles, (ii) is pursuant to the ESOP, or (iii) is as otherwise agreed by the holder of such Share and the Company, subject in the case of clause (ii) or (iii) to compliance with any applicable restrictions set forth in the Shareholders Agreement, the Memorandum and these Articles.

18. Subject to the provisions of the Statute and these Articles, the Company may issue Shares that are to be redeemed or are liable to be redeemed at the option of the Member or the Company. Subject to the provisions of the Statute and these Articles, the Directors may authorize the redemption or purchase by the Company of its own Shares in such manner and on such terms as they think fit and may make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Statute, including out of capital.

VARIATION OF RIGHTS OF SHARES

19. If at any time the share capital of the Company is divided into different classes of Shares, the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may only be varied in accordance with Article 8.4(B).

20. For the purpose of the preceding Article, all of the provisions of these Articles relating to general meetings shall apply, to the extent applicable, mutatis mutandis, to every meeting of holders of separate class of shares, except that the necessary quorum shall be one or more Persons holding or representing by proxy at least a majority of the issued Shares of such class and that any Member holding Shares of such class, present in person or by proxy, may demand a poll.

21. Subject to Article 8, the rights conferred upon the holders of Shares or any class of Shares shall not, unless otherwise expressly provided by the terms of issue of such Shares, be deemed to be varied by the creation, redesignation, or issue of Shares ranking senior thereto or pari passu therewith.

COMMISSION ON SALE OF SHARES

22. The Company may, with the approval of the Board, so far as the Statute permits, pay a commission to any Person in consideration of his or her subscribing or agreeing to subscribe whether absolutely or conditionally for any Shares of the Company. Such commissions may be satisfied by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company may also on any issue of Shares pay such brokerage as may be lawful.

NON-RECOGNITION OF INTERESTS

23. The Company shall not be bound by or compelled to recognise in any way (even when having notice thereof) any equitable, contingent, future or partial interest in any Share, or (except only as is otherwise provided by these Articles or the Statute) any other rights in respect of any Share other than an absolute right to the entirety thereof in the registered holder.

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TRANSMISSION OF SHARES

24. If a Member dies, the survivor or survivors where such Member was a joint holder, and his or her legal personal representatives where such Member was a sole holder, shall be the only Persons recognised by the Company as having any title to such Member’s interest. The estate of a deceased Member is not thereby released from any liability in respect of any Share that had been jointly held by such Member.

25. Any Person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation or dissolution of a Member (or in any other way than by transfer) may, upon such evidence being produced as may from time to time be required by the Directors, elect either to become the holder of the Share or to have some Person nominated by him or her as the transferee.

26. If the Person so becoming entitled shall elect to be registered as the holder, such Person shall deliver or send to the Company a notice in writing signed by such Person stating that he or she so elects.

AMENDMENTS OF MEMORANDUM AND ARTICLES OF ASSOCIATION AND ALTERATION OF CAPITAL

27. Subject to Article 8, the Company may by Ordinary Resolution:

27.1 increase the share capital by such sum as the resolution shall prescribe and with such rights, priorities and privileges annexed thereto, as the Company in general meeting may determine;

27.2 consolidate and divide all or any of its share capital into Shares of larger amount than its existing Shares;

27.3 by subdivision of its existing Shares or any of them divide the whole or any part of its share capital into Shares of smaller amount than is fixed by the Memorandum or into Shares without par value;

27.4 cancel any Shares that at the date of the passing of the resolution have not been taken or agreed to be taken by any Person; and

27.5 perform any action not required to be performed by Special Resolution.

28. Subject to the provisions of the Statute and the provisions of these Articles as regards the matters to be dealt with by Ordinary Resolution, and subject further to Article 8, the Company may by Special Resolution:

28.1 change its name;

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28.2 alter or add to these Articles;

28.3 alter or add to the Memorandum with respect to any objects, powers or other matters specified therein; and

28.4 reduce its share capital and any capital redemption reserve fund.

REGISTERED OFFICE

29. Subject to the provisions of the Statute, the Company may by resolution of the Directors change the location of its Registered Office.

GENERAL MEETINGS

30. All general meetings other than annual general meetings shall be called extraordinary general meetings.

31. The Company shall, if required by the Statute, in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. The annual general meeting shall be held at such time and place as the Directors shall appoint. At these meetings, the report of the Directors (if any) shall be presented.

32. The Directors may call general meetings, and they shall on a Members requisition forthwith proceed to convene an extraordinary general meeting of the Company.

33. A Members requisition is a requisition of Members of the Company holding, on the date of deposit of the requisition, not less than either (i) one-third (1/3) of the voting power of all of the Ordinary Shares, or (ii) one-third (1/3) of the voting power of the Preferred Shares (on an as if converted basis) of the Company entitled to attend and vote at general meetings of the Company.

34. The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists.

35. If the Directors do not within twenty-one (21) days from the date of the deposit of the requisition duly proceed to convene a general meeting to be held within a further twenty-one (21) days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a general meeting, but any meeting so convened shall not be held after the expiration of three (3) months after the expiration of the said twenty-one (21) days.

36. A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors.

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NOTICE OF GENERAL MEETINGS

37. At least five (5) days’ notice shall be given of any general meeting unless such notice is waived either before, at or after such meeting by (i) the Members (or their proxies) holding a majority of the aggregate voting power of all of the outstanding Ordinary Shares entitled to attend and vote thereat, (ii) the Members (or their proxies) holding more than sixty-five percent (65%) of the then outstanding Series A Preferred Shares, (iii) the Members (or their proxies) holding more than sixty-five percent (65%) of the then outstanding Series B Preferred Shares, (iv) the Members (or their proxies) holding more than sixty-five percent (65%) of the then outstanding Series C Preferred Shares; and (v) the Members (or their proxies) holding more than sixty-five percent (65%) of the then outstanding Series D Preferred Shares. Every notice shall be exclusive of the day on which it is given or deemed to be given and shall specify the place, the day and the hour of the meeting and the general nature of the business and shall be given in the manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the notice specified in this regulation has been given and whether or not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed by (i) the Members (or their proxies) holding a majority of the aggregate voting power of all of the outstanding Ordinary Shares entitled to attend and vote thereat, (ii) the Members (or their proxies) holding more than sixty-five percent (65%) of the then outstanding Series A Preferred Shares, (iii) the Members (or their proxies) holding more than sixty-five percent (65%) of the then outstanding Series B Preferred Shares, (iv) the Members (or their proxies) holding more than sixty-five percent (65%) of the then outstanding Series C Preferred Shares, and (v) the Members (or their proxies) holding more than sixty-five percent (65%) of the then outstanding Series D Preferred Shares.

38. The officer of the Company who has charge of the Register of Members of the Company shall prepare and make, at least two (2) days before every general meeting, a complete list of the Members entitled to vote at the general meeting, arranged in alphabetical order, and showing the address of each Member and the number of shares registered in the name of each Member. Such list shall be open to examination by any Member for any purpose germane to the meeting, during ordinary business hours, for a period of at least two (2) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any Member of the Company who is present.

PROCEEDINGS AT GENERAL MEETINGS

39. The holders of (a) a majority of the aggregate voting power of all of the Ordinary Shares entitled to notice of and to attend and vote at such general meeting (including the Preferred Shares on an as converted basis), (b) the holders of at least a majority of then outstanding Series A Preferred Shares, (c) the holders of at least a majority of then outstanding Series B Preferred Shares, (d) the holders of at least a majority of then outstanding Series C Preferred Shares, or (e) the holders of at least a majority of then outstanding Series D Preferred Shares, collectively, present in person or by proxy or if a company or other non-natural Person by its duly authorised representative shall be a quorum. Subject to Article 42, no business shall be transacted at any general meeting unless a quorum is present at the time when the meeting proceeds to business.

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40. A Person may participate at a general meeting by conference telephone or other communications equipment by means of which all the Persons participating in the meeting can communicate with each other. Participation by a Person in a general meeting in this manner is treated as presence in person at that meeting.

41. A resolution in writing (in one or more counterparts) shall be as valid and effective as if the resolution had been passed at a duly convened and held general meeting of the Company if:

41.1 in the case of a Special Resolution, it is signed by all Members required for such Special Resolution to be deemed effective under the Statute; or

41.2 in the case of any resolution passed other than as a Special Resolution, it is signed by Members for the time being holding Shares carrying in aggregate not less than the minimum number of votes that would be necessary to authorize or take such action at a general meeting at which all Shares entitled to vote thereon were present and voted (calculated in accordance with Article 8.4(A)) (or, being companies, signed by their duly authorised representative).

42. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment. If, however, such quorum shall not be present or represented at any general meeting, the Members (or their proxies) holding a majority of the aggregate voting power of all of the Shares of the Company represented at the meeting may adjourn the meeting from time to time, until a quorum shall be present or represented; provided that, if notice of such meeting has been duly delivered to all Members ten (10) days prior to the scheduled meeting in accordance with the notice procedures hereunder, and the quorum is not present within one hour from the time appointed for the meeting solely because of the absence of any Investor, the meeting shall be adjourned to the seventh (7^th) following Business Day at the same time and place (or to such other time or such other place as the Directors may determine) with notice delivered to all Members five (5) days prior to the adjourned meeting in accordance with the notice procedures under Articles 108 through 112 and, if at the adjourned meeting, the quorum is not present within one half hour from the time appointed for the meeting solely because of the absence of any Investor, then the presence of such holders shall not be required at such adjourned meeting for purposes of establishing a quorum. At such adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally notified.

43. The chairman, if any, of the Board of Directors shall preside as chairman at every general meeting of the Company, or if there is no such chairman, or if he or she shall not be present within ten (10) minutes after the time appointed for the holding of the meeting, or is unwilling or unable to act, the Directors present shall elect one of their number, or shall designate a Member, to be chairman of the meeting.

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44. With the consent of a general meeting at which a quorum is present, the chairman may (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a general meeting is adjourned, notice of the adjourned meeting shall be given as in the case of an original meeting.

45. A resolution put to the vote of the meeting shall be decided by poll and not on a show of hands.

46. On a poll, a Member shall have one vote for each Ordinary Share he holds on an as converted basis in accordance with Article 8.3 and Article 8.4.

47. Except on a poll on a question of adjournment, a poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded.

48. A poll on a question of adjournment shall be taken forthwith.

49. A poll on any other question shall be taken at such time as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll.

VOTES OF MEMBERS

50. Except as otherwise required by law or these Articles, the Ordinary Shares and the Preferred Shares shall vote together on an as converted basis on all matters submitted to a vote of Members in accordance with Article 39.

51. In the case of joint holders of record, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register of Members.

52. A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote by his or her committee, receiver, or other Person on such Member’s behalf appointed by that court, and any such committee, receiver, or other Person may vote by proxy.

53. No Person shall be entitled to vote at any general meeting or at any separate meeting of the holders of a class or series of Shares unless he or she is registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by such Member in respect of Shares have been paid.

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54. No objection shall be raised to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive.

55. Votes may be cast either personally or by proxy. A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting.

56. A Member holding more than one Share need not cast the votes in respect of his or her Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing him or her, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which he or she is appointed either for or against a resolution and/or abstain from voting.

PROXIES

57. The instrument appointing a proxy shall be in writing, be executed under the hand of the appointor or of his or her attorney duly authorised in writing, or, if the appointor is a corporation, under the hand of an officer or attorney duly authorised for that purpose. A proxy need not be a Member of the Company.

58. The instrument appointing a proxy shall be deposited at the Registered Office or at such other place as is specified for that purpose in the notice convening the meeting, no later than the time for holding the meeting or adjourned meeting.

59. The instrument appointing a proxy may be in any usual or common form and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked. An instrument appointing a proxy shall be deemed to include the power to demand or join or concur in demanding a poll.

60. Votes given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the Share in respect of which the proxy is given unless notice in writing of such death, insanity, revocation or transfer was received by the Company at the Registered Office before the commencement of the general meeting or adjourned meeting at which it is sought to use the proxy.

CORPORATE MEMBERS

61. Any corporation or other non-natural Person that is a Member may in accordance with its constitutional documents, or in the absence of such provision by resolution of its directors or other governing body, authorise such Person as it thinks fit to act as its representative at any meeting of the Company or any class of Members, and the Person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he or she represents as the corporation could exercise if it were an individual Member.

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SHARES THAT MAY NOT BE VOTED

62. Shares in the Company that are beneficially owned by the Company or held by it in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding Shares at any given time.

APPOINTMENT OF DIRECTORS

63. The Company shall have, and the Members hereto agree to cause the Company to have, a Board consisting of up to seven (7) but no less than six (6) authorized Directors with each Member having the right to appoint a member of the Board as follows: Goldman Sachs shall have the right to appoint one (1) Director, Crescent shall have the right to appoint one (1) Director, Ali shall have the right to appoint one (1) Director, SoftBank shall have the right to appoint one (1) Director, and each of the Principal Holding Companies shall have the right to appoint one (1) Director. If, for the purpose of Qualified IPO, the size of the Board of the Company needs to be increased to contain a certain number of independent directors to satisfy the requirements of any applicable listing rules, all Members shall procure the Directors appointed by them to adopt all necessary resolutions and/or execute other necessary documents with respect to the increase of the size of the Board and appointment of such number of independent directors, provided however that the Directors appointed by the above Investors who has already taken office prior to the addition of such independent directors shall not be dismissed and each of the above Investors shall not be deprived of its respective right to appoint one (1) Director to the Board of the Company in any event. Each Member agrees that if an Investor (together with its Affiliates) holds less than 5% of the Equity Securities in the Company, it shall be immediately deprived of its right to appoint Director(s) to the Board of the Company. For the avoidance of doubt, for purpose of this Article, the percentage of the equity interest in the Company held by Goldman Sachs shall be the sum of the percentage of the Equity Securities in the Company held by GSIP and GSPO.

Each Director shall be appointed for a term of three (3) years and may serve consecutive terms if reappointed by the Member or Members which originally appointed such Director. The Member or Members may remove the Director appointed by it or them. If a seat on the Board is vacated by the retirement, resignation, illness, disability or death of a Director or by the removal of such Director, the Member or Members which originally appointed such Director shall appoint a successor to serve out such Director’s term.

The chairman of the Board shall be one of the Directors appointed by the Principal Holding Companies, nominated jointly by the Principal Holding Companies and elected by the Board for a term of three (3) years. The chairman shall exercise his or her authority within the scope authorized by the Board. If the chairman is unable to perform his or her responsibilities for whatever reason, he or she shall designate another Director to perform his or her responsibilities temporarily in accordance with terms hereof and the Shareholders Agreement.

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POWERS OF DIRECTORS

64. Subject to the provisions of the Statute, the Memorandum and these Articles, the business of the Company shall be managed by or under the direction of the Directors who may exercise all the powers of the Company; provided, however, that the Company shall not carry out any action inconsistent with Articles 8 and this Article 64. No alteration of the Memorandum or these Articles and no such direction shall invalidate any prior act of the Directors that would have been valid if that alteration had not been made or that direction had not been given. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.

64.1 Acts Requiring Supermajority Approval by the Board.

The following matters of the Group Companies (except for those matters limited to the Company as specifically set forth below) shall be approved by the Board by the affirmative votes of at least two-thirds of the Directors, which shall at least include three (3) Directors or, in the event that one (1) Director is appointed by Goldman Sachs pursuant to Article 63, four (4) Directors, appointed by the Investors:

(a) termination, or material modification or waiver of, or material amendment to any Control Documents;

(b) adoption or implementation of any new employee or management equity incentive plans (including the amendment of the ESOP and any other employee equity incentive plans);

(c) any change of Principal Business of the Group Companies which is outside the ordinary course of business, including change of Principal Business, entering into the business outside the scope of the Principal Business or exiting from the existing Principal Business;

(d) the entering into of any partnership, profit sharing agreement or joint venture agreement other than any strategic alliance not involving any equity or equity-related investment;

(e) redemption or repurchase of any Equity Securities of the Company (other than any repurchase of Equity Securities from former employees or consultants in connection with the cessation of their employment/services at the lower of fair market value or cost, or any redemption of Equity Securities in the Company as prescribed in these Articles);

(f) any investments other than the investments of the prime commercial paper, money market fund, deposit slip of any international banks whose net asset exceeds USD1,000,000,000, debenture guaranteed or issued by the US Government or other sovereign governments (other than the investments within the ordinary business scope of the Group Companies), in each case having a maturity not in excess of two years;

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(g) (i) merge, amalgamate or consolidate the Group Companies (other than the Company) with any other Person, or the de-merger of any Group Company (other than the Company), (ii) sell, transfer or otherwise dispose of the Group Companies or any material asset or goodwill of the Group Companies, or (iii) sell, transfer, pledge, dispose of, or issue any equity or other ownership interest in (or any right, warrant, or option therefor) any direct or indirect Subsidiary of the Company, provided that the transaction or a series of related transactions in (i), (ii) or (iii) shall not constitute a Deemed Liquidation Event;

(h) sale, disposal or purchase of any Group Company’s assets the book value of which is in excess of 5% of the total assets of the Group Companies in aggregate, or any asset the book value of which is less than 5% of the total assets of the Group Companies in aggregate but is material to the Group Companies and their business and the lack of which will have a Material Adverse Effect to the Group Companies and its business; or grant of operation right of such assets to any third party;

(i) creation of any debt or guarantee any indebtedness, except for trade accounts of the Company arising in the ordinary course of business;

(j) creation of any liens over assets to serve any indebtedness otherwise permitted or previously approved pursuant to paragraph i) above;

(k) any transaction involving granting of exclusive rights or any transaction or any non-monetary transaction involving granting of material rights to a third party;

(l) declaration or payment of dividends or other distributions;

(m) the conclusion or entering into of any commercial, financial or strategic transaction, including off-balance sheet transactions, which may have a Material Adverse Effect;

(n) any new transaction between the Company and any of its Affiliates, Related Parties, employees or any associates of the above Persons (as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934 of United States), other than the above transactions conducted on an arm’s length basis. In avoidance of any doubt, more than two thirds of the Directors of the Board (including the three (3) Directors appointed by the Investors) shall have the right to determine whether such transactions are conducted on an arm’s length basis;

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(o) any loan or advance other than trade credit given in the ordinary course of business to any Related Party (except wholly-owned Subsidiaries) or any third party, or any loan or other type of financing borrowed from any Related Party (except wholly-owned Subsidiaries) or any third party;

(p) possession of equity, rights or any other securities of any companies, partnerships or other entities (except for the Subsidiaries) by the Company;

(q) approval of remuneration, gratuity, pensions to any Director or any of the Management Shareholders;

(r) approval or change of the remunerations of the top five (5) senior management personnel of the Company or other Key Employees;

(s) engagement or change of the auditor of the Company;

(t) engaging investment banks(s), selecting the listing exchange and underwriter(s) for a public offering, or approval of the valuation or any material terms and conditions for a public offering valuation of the Company and other material terms and conditions for the public offering of the Company;

(u) establishment of any Subsidiaries (except wholly owned Subsidiaries established for purposes relevant to the carrying out of the ordinary business of the Company);

(v) alteration, amendment or revocation of the article of association of any Subsidiary;

(w) determination of the directors to be appointed by the Company to its Subsidiaries;

(x) review and approval of the Company’s annual fiscal budget and business plan, which have been provided to the Investors, and any amendment thereof;

(y) any transaction of which the payment is no less than RMB100,000 (or equivalent), or the total accumulative amount is no less than RMB500,000 (or equivalent) outside of the approved annual fiscal budget and business plan;

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(z) making any one donation in an amount no less than RMB50,000 (or equivalent) or, more than one donation in an aggregate amount no less than RMB200,000 (or equivalent) in any fiscal year;

(aa) purchase of any real property;

(bb) any sale, transfer, license, pledge or encumbrance of any technology or intellectual property other than in the ordinary course of business;

(cc) commencement, termination or settlement of any litigation, arbitration, other dispute, or administrative proceeding involving the claimed liabilities in an amount of RMB200,000 (or equivalent) or above, or having a material impact on the business of the Company;

(dd) creation or giving authorization of the creation of any debenture (other than the equipment leasing and bank loan);

(ee) any change of accounting principles and policies except for the purposes of complying with the statutory requirements; and

(ff) any action by the Company or a Group Company, as applicable, to authorize, approve, or enter into any agreement or obligation with respect to any of the actions listed above.

64.2 Acts Requiring Consultation

The following matters of the Group Companies shall be first consulted with Ali, Crescent, Goldman Sachs and SoftBank before being presented to the Board for voting, and the proposal then presented to the Board for voting shall fully reflect the opinions raised by the above-mentioned Investors. After the consultation, such matters shall be approved by the Board by the affirmative votes of at least two-thirds of the Directors, which shall at least include two (2) Directors or, in the event that one (1) Director is appointed by Goldman Sachs pursuant to Article 63, three (3) Directors, appointed by the Investors (notwithstanding the foregoing, if any resolution regarding the following matters adopted by at least two-thirds of the Directors, including two (2) Directors or, in the event that one (1) Director is appointed by Goldman Sachs pursuant to Article 63, three (3) Directors, appointed by the Investors, has and only has adverse impact on the Investor who has caused the Director designated by it to veto such matter, upon explanation of such adverse impact by such Investor in writing, such resolution adopted by the Board shall not have any legal effect and all Members shall endeavor to resolve the relevant matters through amicable negotiation):

(a) investment in or acquisition of any other companies or material assets in an amount of RMB2,000,000 (or equivalent) or more in one transaction or in a series of related transactions within any 12-month period;

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(b) appointment, dismissal or replacement, engagement or removal of any legal representative and senior management personnel (such senior management personnel shall have the authority to participate in major policymaking functions of the Group Companies in their respective capacity other than Directors), including engagement or removal of the chief executive officer, general manager, the deputy general manager(s), the chief operating officer, the chief technical officer, and the chief financial officer (or financial controller) upon the nomination or recommendation of the chief executive officer; and

(c) approval of the Company’s annual fiscal budget and business plan.

65. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors shall determine.

66. Subject to Article 64, the Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to his or her spouse or dependents and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

67. Subject to Article 64, the Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof and to issue debentures, debenture shares, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the Company or of any third party.

VACATION OF OFFICE AND REMOVAL OF DIRECTOR

68. The office of a Director shall be vacated if:

68.1 such Director gives notice in writing to the Company that he or she resigns the office of Director; or

68.2 such Director dies, becomes bankrupt or makes any arrangement or composition with such Director’s creditors generally; or

68.3 such Director is found to be or becomes of unsound mind;

69. Any Director who shall have been elected by a specified group of Members may be removed during the aforesaid term of office, either for or without cause, by, and only by, the affirmative vote of the group of Members then entitled to elect such Director in accordance with Article 63, given at a special meeting of such Members duly called or by an action by written consent for that purpose Any vacancy in the Board of Directors caused as a result of such removal or one or more of the events set out in Article 68 of any Director who shall have been elected by a specified group of Members, may be filled by, and only by, the affirmative vote of the group of Members then entitled to elect such Director in accordance with Article 63, given at a special meeting of such Members duly called or by an action by written consent for that purpose, unless otherwise agreed upon among such Members.

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PROCEEDINGS OF DIRECTORS

70. The Board shall convene at least one regular meeting per quarter. Regular Board meetings shall be convened by the chairman (or a Director designated by the chairman in the absence of the chairman) by giving at least fifteen (15) days’ prior notice to all Directors by wire, facsimile, e-mail, telephone or in writing, of the agenda, place and time of regular meetings for which the agenda, place and time have not been set by the Board in advance. Notices by telephone shall be immediately followed by confirmation in writing, unless such written confirmation is waived by the Directors. The attendance of a Director at a Board meeting shall be deemed to constitute the receipt by such Director of the notice or the waiver by such Director of his or her right to receive the relevant prior notice regarding such meeting.

71. Interim meetings of the Board shall be called and held if the chairman of the Board, or one Director determines that an interim meeting is necessary. The period between the calling of an interim meeting and the actual meeting shall be no less than fifteen (15) days. This period can be shortened in urgent cases, provided that no Director objects thereto. Interim meetings shall be called by the chairman by wire, facsimile, e-mail, telephone or in writing, by indicating the agenda, place and time of the meeting. Invitations by telephone shall be immediately followed by confirmation in writing, unless such written confirmation is waived by the Directors.

72. Any meeting, regular or interim, of the Board, may be held by conference telephone or similar communication equipment so long as all Directors participating in the meeting can hear and communicate with one another. All such Directors shall be deemed to be present in person at the meeting.

73. A written resolution may be adopted by the Board in lieu of a Board meeting, if such resolution is sent to all Directors of the Board and affirmatively signed and adopted by the number of Directors necessary to make such a decision. For the avoidance of doubt, if a Director or his/her valid proxy fails to sign and return such written resolution to the Company within the time limit as reasonably requested by the Board, or if he or she approves the resolution with any modifications thereto, such Director shall be deemed to have voted against the proposed resolution.

74. The chairman, or a Director designated by the chairman in the absence of the chairman, shall convene and preside over both regular and interim meetings of the Board.

75. The Board shall hold its regular and interim meetings at the Company’s office or any other place as reasonably determined by the chairman of the Board.

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76. Each meeting of the Board requires a quorum of four (4) Directors or, in the event that one (1) Director is appointed by Goldman Sachs pursuant to Article 63, five (5) Directors, which must include three (3) Directors or, in the event that one (1) Director is appointed by Goldman Sachs pursuant to Article 63, four (4) Directors, appointed by the Investors. Decisions adopted at any Board meeting at which a quorum is not present are invalid. Each Director present in the board meeting shall sign attendance sheet and meeting minutes. Each Director shall have one vote and the chairman shall not have a casting vote. Notwithstanding the foregoing, if a quorum is not present (in person or by proxy) within fifteen (15) minutes of the scheduled start of a meeting of the Board, such meeting shall adjourn and reconvene fifteen (15) days later at the same place. If a quorum is not present (in person or by proxy) within fifteen (15) minutes of the scheduled start of the reconvened meeting, any two-thirds of all Directors shall constitute a quorum for such Board meeting, but the Director who is absent from the meeting shall not be deemed to have voted in favor of any matter discussed by the Board meeting for the purpose of Article 64.1 or Article 64.2 above.

77. If a Director is unable to attend a regular or interim meeting of the Board, such Director shall appoint by means of a valid proxy another person to attend in such Director’s place. Such person shall be entitled to perform all the functions of the Director he/she represents. For the purpose of the quorum requirement, the proxy shall be deemed to be a Director.

78. Board meetings shall be conducted in Chinese and English. Minutes of all meetings and written resolutions of the Board shall be in both English and Chinese and shall be kept in the minutes book of the Company at the Company.

PRESUMPTION OF ASSENT

79. A Director of the Company who is present at a meeting of the Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless the Director’s dissent shall be entered in the minutes of the meeting or unless the Director shall file his or her written dissent from such action with the Person acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such Person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

DIRECTORS’ INTERESTS

80. Subject to Article 83, a Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his or her office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine. The Director appointed by Ali can concurrently hold the post of a Director of any other entity where Ali or its Affiliates have equity interest without prior consent of the Company or the other Members of the Company, provided that (i) the Director shall act in good faith and in strict compliance with his or her fiduciary duty to and be bound by the confidentiality obligations (as requested by the Company) to the Company; and (ii) the Director shall not hold the post of a Director or any senior management position in any of the following companies or its Affiliates: 360Buy/Jingdong, Vancl, Dang Dang, Amazon / Joyo, Yi-Inc , Wuzhou Online , Nanjing Bangbo and Guxing e-Commerce .

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81. Subject to Article 83, a Director may act by himself or herself or his or her firm in a professional capacity for the Company and such Director or firm shall be entitled to remuneration for professional services as if such Director were not a Director.

82. Subject to Article 83, a Director of the Company may be or become a Director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as Member or otherwise, and no such Director shall be accountable to the Company for any remuneration or other benefits received by such Director as a Director or officer of, or from his or her interest in, such other company.

83. In addition to any further restrictions set forth in these Articles, unless determined by the audit committee of the Board (if established), no Person shall be disqualified from the office of Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director shall be in any way interested (each, an “Interested Transaction”) be or be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such Interested Transaction by reason of such Director holding office or of the fiduciary relation thereby established, and any such Director may vote at a meeting of Directors on any resolution concerning a matter in which that Director has an interest (and if he votes his vote shall be counted) and shall be counted towards a quorum of those present at such meeting, in each case so long as the material facts of the interest of each Director in the agreement or transaction and his interest in or relationship to any other party to the agreement or transaction are disclosed in good faith to and are known by the other Directors. A general notice or disclosure to the Directors or otherwise contained in the minutes of a meeting or a written resolution of the Directors or any committee thereof that a Director is a member of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure under this Article.

MINUTES

84. The Directors shall cause minutes to be made in books kept for the purpose of all appointments of officers made by the Directors, all proceedings at meetings of the Company or the holders of any series of Shares and of the Directors, and of committees of the Board of Directors including the names of the Directors present at each meeting.

DELEGATION OF DIRECTORS’ POWERS

85. Subject to these Articles, the Board of Directors may establish any committees, and approve the delegation of any of their powers to any committee consisting of one or more Directors. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another Director to act at the meeting in the place of the absent or disqualified member if such other Director’s appointment is approved or ratified by the Board of Directors.

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86. Any committee, to the extent allowed by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Company. Each committee shall keep regular minutes and report to the Board of Directors when required. Subject to these Articles, the proceedings of a committee of the Board of Directors shall be governed by the Articles regulating the proceedings of the Board of Directors, so far as they are capable of applying.

87. The Board of Directors may also delegate to any managing Director or any Director holding any other executive office such of their powers as they consider desirable to be exercised by such Person provided that the appointment of a managing Director shall be revoked forthwith if he or she ceases to be a Director. Any such delegation may be made subject to any conditions the Board of Directors, may impose, and either collaterally with or to the exclusion of their own powers and may be revoked or altered.

88. Subject to these Articles, the Directors may by power of attorney or otherwise appoint any company, firm, Person or body of Persons, whether nominated directly or indirectly by the Directors, to be the attorney or authorised signatory of the Company for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney or other appointment may contain such provisions for the protection and convenience of Persons dealing with any such attorneys or authorised signatories as the Directors may think fit and may also authorise any such attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in him or her.

89. Subject to these Articles, the Directors may appoint such officers as they consider necessary on such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors may think fit. Unless otherwise specified in the terms of an officer’s appointment, an officer may be removed by resolution of the Directors or Members.

NO MINIMUM SHAREHOLDING

90. There is no minimum shareholding required to be held by a Director.

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REMUNERATION OF DIRECTORS

91. The remuneration to be paid to the Directors, if any, shall be such remuneration as determined by the Board pursuant to Article 64.1. The Director who is not an employee of any Group Company shall also be entitled to be paid all reasonable travelling, hotel and other out-of-pocket expenses properly incurred by them in connection with their attendance at meetings of the Board of Directors or committees of the Board of Directors, or general meetings of the Company, or separate meetings of the holders of any series of Shares or debentures of the Company, or otherwise in connection with the business of the Company.

92. The Directors may by resolution pursuant to Article 64.1 approve additional remuneration to any Director for any services other than his or her ordinary routine work as a Director. Any fees paid to a Director who is also counsel or solicitor to the Company, or otherwise serves it in a professional capacity shall be in addition to his or her remuneration as a Director.

SEAL

93. The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the authority of the Directors or of a committee of the Board of Directors authorised by the Board of Directors. Every instrument to which the Seal has been affixed shall be signed by at least one Person who shall be either a Director or some officer or other Person appointed by the Directors for the purpose.

94. The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals each of which shall be a facsimile of the common Seal of the Company and, if the Directors so determine, with the addition on its face of the name of every place where it is to be used.

95. A Director or officer, representative or attorney of the Company may without further authority of the Directors affix the Seal over his or her signature alone to any document of the Company required to be authenticated by him or her under seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.

DIVIDENDS, DISTRIBUTIONS AND RESERVE

96. Subject to the Statute and these Articles, the Directors may declare dividends and distributions on Shares in issue and authorise payment of the dividends or distributions out of the assets of the Company lawfully available therefor. No dividend or distribution shall be paid except out of the realised or unrealised profits of the Company, or out of the share premium account or as otherwise permitted by the Statute.

97. All dividends and distributions shall be declared and paid according to the provisions of Articles 64.1.

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98. The Directors may deduct from any dividend or distribution payable to any Member all sums of money (if any) then payable by such Member to the Company on account of calls or otherwise.

99. Subject to the provisions of Articles 64.1, the Directors may declare that any dividend or distribution be paid wholly or partly by the distribution of specific assets and in particular of shares, debentures or securities of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional Shares and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the basis of the value so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees as may seem expedient to the Directors.

100. Any dividend, distribution, interest or other monies payable in cash in respect of Shares may be paid by wire transfer to the holder or by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of the holder who is first named on the Register of Members or to such Person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the Person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any dividends, bonuses or other monies payable in respect of the Share held by them as joint holders.

101. No dividend or distribution shall bear interest against the Company, except as expressly provided in these Articles.

102. Any dividend that cannot be paid to a Member and/or that remains unclaimed after six (6) months from the date of declaration of such dividend may, in the discretion of the Directors, be paid into a separate account in the Company’s name, provided that the Company shall not be constituted as a trustee in respect of that account and the dividend shall remain as a debt due to the Member. Any dividend that remains unclaimed after a period of six (6) years from the date of declaration of such dividend shall be forfeited and shall revert to the Company.

CAPITALIZATION

103. Subject to these Articles, including Article 8, the Directors may capitalise any sum standing to the credit of any of the Company’s reserve accounts (including share premium account and capital redemption reserve fund) or any sum standing to the credit of profit and loss account or otherwise available for distribution and to appropriate such sum to Members in the proportions in which such sum would have been divisible amongst them had the same been a distribution of profits by way of dividend as set forth in Articles 8 and 9 hereof and to apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid. In such event, the Directors shall do all acts and things required to give effect to such capitalization, with full power to the Directors to make such provisions as they think fit for the case of Shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Directors may authorise any Person to enter on behalf of all of the Members interested into an agreement with the Company providing for such capitalization and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.

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BOOKS OF ACCOUNT

104. The Directors shall cause proper books of account to be kept at such place as they may from time to time designate with respect to all sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure takes place, all sales and purchases of goods by the Company and the assets and liabilities of the Company. Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactions. The Directors shall from time to time determine whether and to what extent and at what times and places, and under what conditions or regulations, the accounts and books of the Company or any of them shall be open to inspection of Members not being Directors and no such Member shall have any right of inspecting any account or book or document of the Company except as conferred by the Statute or authorized by the Directors or the Company in general meeting or in a written agreement binding on the Company.

105. The Directors may from time to time cause to be prepared and to be laid before the Company in general meeting profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by law.

AUDIT

106. The Board shall engage one of the Big Four accounting firms (Deloitte, E&Y, KPMG and PWC) or Li Xin Accounting Firm or another accounting firm acceptable to all of the Investors as the auditor of the Company. The auditor shall perform the annual examination and audit of the financial statements of the Company.

107. The Company shall procure the preparation of the audited balance sheet, profit and loss account and cash flow statement of the Company and submit the same to the Board for approval within three (3) months after the end of each fiscal year.

NOTICES

108. Except as otherwise provided in these Articles, notices shall be in writing. Notice may be given by the Company to any Member or Director either personally or by sending it by next-day or second-day courier service, fax, electronic mail or similar means to such Member or Director (as the case may be) or to the address of such Member or Director as shown in the Register of Members or the Register of Directors (as the case may be) (or where the notice is given by electronic mail by sending it to the electronic mail address provided by such Member or Director).

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109. Where a notice is sent by next-day or second-day courier service, service of the notice shall be deemed to be effected by properly addressing, pre-paying and sending by next-day or second-day service through an internationally-recognized courier a letter containing the notice, with a confirmation of delivery, and to have been effected at the expiration of two (2) days (not including Saturdays or Sundays or public holidays) after the letter containing the same is sent as aforesaid. Where a notice is sent by fax to a fax number provided by the intended recipient, service of the notice shall be deemed to be effected when the receipt of the fax is acknowledged by the recipient. Where a notice is given by electronic mail to the electronic mail address provided by the intended recipient, service shall be deemed to be effected when the receipt of the electronic mail is acknowledged by the recipient.

110. A notice may be given by the Company to the Person or Persons that the Company has been advised are entitled to a Share or Shares in consequence of the death or bankruptcy of a Member in the same manner as other notices that are required to be given under these Articles and shall be addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the Persons claiming to be so entitled, or at the option of the Company, by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.

111. Notice of every general meeting shall be given in any manner hereinbefore authorised to every Person shown as a Member in the Register of Members on the record date for such meeting except that in the case of joint holders the notice shall be sufficient if given to the joint holder first named in the Register of Members and every Person upon whom the ownership of a Share devolves by reason of his or her being a legal personal representative or a trustee in bankruptcy of a Member of record where the Member of record but for his or her death or bankruptcy would be entitled to receive notice of the meeting, and no other Person shall be entitled to receive notices of general meetings.

112. Whenever any notice is required by law or these Articles to be given to any Director, member of a committee or Member, a waiver thereof in writing, signed by the Person or Persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

WINDING UP

113. If the Company shall be wound up, assets available for distribution amongst the Members shall be distributed, in accordance with Articles 8 and 9.

114. If the Company shall be wound up, the liquidator may, with the sanction of a Special Resolution of the Company and any other sanction required by the Statute, divide amongst the Members in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for that purpose value any assets and, subject to Articles 8 and 9, determine how the division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator, with the like sanction, shall think fit, but so that no Member shall be compelled to accept any asset upon which there is a liability.

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INDEMNITY

115. To the maximum extent permitted by applicable law, the Directors and officers for the time being of the Company and any trustee for the time being acting in relation to any of the affairs of the Company and their heirs, executors, administrators and personal representatives respectively shall be indemnified out of the assets of the Company from and against all actions, proceedings, costs, charges, losses, damages and expenses that they or any of them shall or may incur or sustain by reason of any act done or omitted in or about the execution of their duty in their respective offices or trusts, except such (if any) as they shall incur or sustain by or through their own fraud or dishonesty, and no such Director or officer or trustee shall be answerable for the acts, receipts, neglects or defaults of any other Director or officer or trustee or for joining in any receipt for the sake of conformity or for the solvency or honesty of any banker or other Persons with whom any monies or effects belonging to the Company may be lodged or deposited for safe custody or for any insufficiency of any security upon which any monies of the Company may be invested or for any other loss or damage due to any such cause as aforesaid or which may happen in or about the execution of his or her office or trust unless the same shall happen through the fraud or dishonesty of such Director or officer or trustee. Except with respect to proceedings to enforce rights to indemnification pursuant to this Article, the Company shall indemnify any such indemnitee pursuant to this Article in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification conferred in this Article shall include the right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its final disposition to the maximum extent provided by, and subject to the requirements of, applicable law, so long as the indemnitee agrees with the Company to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Article.

116. To the maximum extent permitted by applicable law, the Directors and officers for the time being of the Company and any trustee for the time being acting in relation to any of the affairs of the Company and their heirs, executors, administrators and personal representatives respectively shall not be personally liable to the Company or its Members for monetary damages for breach of their duty in their respective offices, except such (if any) as they shall incur or sustain by or through their own fraud or dishonesty respectively.

FINANCIAL YEAR

117. Unless the Directors otherwise prescribe, the financial year of the Company shall end on the 31st of December in each year and, following the year of incorporation, shall begin on the 1st of January in each year.

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TRANSFER BY WAY OF CONTINUATION

118. If the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution and of the Board, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

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EX-4.4

Exhibit 4.4

EXECUTION COPY

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

THIS AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) is entered into as of October 29, 2014 (the “Effective Date”), by and among

1. Baozun Cayman Inc., an exempted company incorporated with limited liability under the Laws of Cayman Islands (the “Company”),

2. each of the individuals and their respective holding company listed on Schedule A attached hereto (each such individual, a “Principal” and collectively, the “Principals”, and such holding company, a “Principal Holding Company” and collectively, the “Principal Holding Companies”, together with the Principals, the “Key Holders”),

3. Baozun Hong Kong Holding Limited, a company incorporated under the Laws of Hong Kong (the “HK Subsidiary”),

4. Shanghai Baozun E-Commerce Limited , a limited liability company duly established and validly existing under the Laws of the PRC, whose legal address is Room 108, No. 1, 2 and 3, Lane 1188, Wanrong Road (“Baozun”),

5. Shanghai Zunyi Business Consulting Ltd. , a limited liability company duly established and validly existing under the Laws of the PRC (“Zunyi”),

6. GS INVESTMENT PARTNERS (MAURITIUS) I LIMITED, a limited liability company duly established and validly existing under the Laws of Mauritius, whose legal address is Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius (“GSIP”);

7. PRIVATE OPPORTUNITIES (MAURITIUS) I LIMITED, a limited liability company duly established and validly existing under the Laws of Mauritius, whose legal address is Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius (“GSPO”, together with GSIP, “Goldman Sachs”);

8. ALIBABA INVESTMENT LIMITED, a limited liability company duly established and validly existing under the Laws of British Virgin Islands, whose legal address is Trident Chambers, P. O. Box 146, Road Town, Tortola British Virgin Islands (“Ali”);

9. CRESCENT CASTLE HOLDINGS LTD, a company duly incorporated and validly existing under the Laws of Cayman Islands, whose legal address is 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands (“Crescent”);

10. STELCA HOLDINGS LTD., a company duly incorporated and validly existing under the Laws of Cayman Islands, whose legal address is 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands (“Stelca”);

11. NEW ACCESS CAPITAL FUND I , a limited partnership duly established and validly existing under the Laws of the PRC, whose legal address is Room 3E-1327, No. 2123, Pudong Avenue, Pudong New District, Shanghai (“New Access Qianjing”); NEW ACCESS CAPITAL FUND II , a limited partnership duly established and validly existing under the Laws of the PRC, whose registered address is Room B1177, 1/F., No. 258 Pingyang Road, Minhang District, Shanghai (“New Access Qianlong”, together with New Access Qianjing, collectively, “New Access”);

12. INFINITY I-CHINA INVESTMENTS (ISRAEL) L.P., a limited partnership duly established and validly existing under the Laws of Israel, whose legal address is 3 Azrieli Center, Triangle Tower, 42nd Floor, Tel Aviv, 67023, Israel (“Infinity”); and

13. TSUBASA CORPORATION, a corporation duly established and validly existing under the Laws of the Federated States of Micronesia, whose legal address is 14 Pohn Umpomp Place-Nett, VB Center, Suite 2A, P.O. Box 902, Pohnpei FM 96941, Federated States of Micronesia (“SoftBank,” together with Goldman Sachs, Ali, Crescent, Stelca, New Access and Infinity, individually the “Investor” and collectively the “Investors”).

Each of the parties to this Agreement is referred to herein individually as a “Party” and collectively as the “Parties”.

RECITALS

A The Company owns 100% of the equity interests of the HK Subsidiary and the HK Subsidiary owns, 100% of the equity interests in Baozun which in turn has acquired and maintains Control (as defined below) of Zunyi by means of a Captive Structure (as defined below).

B SoftBank has agreed to purchase 12,525,287 Ordinary Shares pursuant to the terms of certain share transfer agreements.

C The Company has agreed to issue the Series D Preferred Shares (defined below) to SoftBank and SoftBank has agreed to subscribe and purchase the Series D Preferred Shares in accordance to the terms of the Share Subscription Agreement (defined below) (the transactions contemplated by sub-clause B and this sub-clause C herein known as the “Transaction”).

D Upon the consummation of the Transaction and SoftBank becoming a Shareholder, the Parties wish to enter into this Agreement on the terms and conditions set forth herein, which shall govern certain of their rights, duties and obligations.

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WITNESSETH

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties hereto, the Parties hereto hereby agree as follows:

1. Definitions.

1.1 The following terms shall have the meanings ascribed to them below:

“Accounting Standards” means, alternatively, generally accepted accounting principles in the United States, or International Financial Reporting Standards as promulgated from time to time by the International Accounting Standards Board (the “IASB”) (including standards and interpretations approved by the IASB and International Accounting Principles issued under previous constitutions thereof), together with the IASB’s pronouncements thereon from time to time, in each case as may be approved by affirmative votes of at least two-thirds of the Directors of the Board, which shall include at least three (3) Directors appointed by the Investors.

“Affiliate” means, with respect to any Person, any Person directly or indirectly Controlling, Controlled by or under common Control with, that Person.

“Anti-Money Laundering Laws” means all applicable anti-money laundering statutes of all jurisdictions, including all applicable jurisdictions and U.S. anti-money laundering Laws, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental or regulatory agency;

“Applicable Laws” means, in respect of any Party, all Laws, regulations, rules, stipulations, requirements of an Authority or circulations applicable to and binding on such Party (including any governmental Authorization) in each case as in effect from time to time.

“Applicable Securities Laws” means (i) with respect to any offering of securities in the United States, or any other act or omission within that jurisdiction, the securities Laws of the United States, including the Exchange Act and the Securities Act, and any applicable Law of any state of the United States, and (ii) with respect to any offering of securities in any jurisdiction other than the United States, or any related act or omission in that jurisdiction, the Applicable Laws of that jurisdiction.

“Authority” means any national, supranational, regional or local government or governmental, administrative, fiscal, judicial, or government-owned body, department, commission, authority, tribunal, agency or entity, or central bank; or any Person, whether or not government owned and howsoever constituted or called, that exercises the functions of an entity as set forth above.

“Authorization” means any consent, registration, filing, agreement, notarization, certificate, license, approval, permit, authority or exemption from, by or with any Authority, whether given by express action or deemed given by failure to act within any specified time period and all legal person’s, creditors’ and shareholders’ approvals or consents.

“Board” means the board of directors of the Company.

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“Business Day” means a day, other than Saturday or Sunday, when banks are open for business and generally settling payments in Singapore, Hong Kong, the United States and the PRC.

“Captive Structure” means the legal structure under which Baozun may exercise Control of (and will Control) Zunyi through the Control Documents.

“Circular 37” means the Notice on Relevant Issues Concerning Foreign Exchange Administration for Domestic Residents’s Overseas Investment and Financing and Round Trip Investment via Overseas Special Purpose Companies issued by SAFE on July 4, 2014, as may be supplemented from time to time by implementing rules and regulations and by any successor rule or regulation under PRC Law, including any rule or regulation interpreting or setting forth provisions for implementation of any of the foregoing.

“Commission” means (i) with respect to any offering of securities in the United States, the Securities and Exchange Commission of the United States or any other federal agency at the time administering the Securities Act, and (ii) with respect to any offering of securities in a jurisdiction other than the United States, the regulatory body of the jurisdiction with authority to supervise and regulate the offering or sale of securities in that jurisdiction.

“Company Affiliate” means the Key Holders or the Group Companies, or their respective management personnel, employees, directors, representatives or agents collectively, the “Company Affiliates”;

“Control” of a given Person means the possession, directly or indirectly, by a Person of the power to direct or cause the direction of the management and policies of another Person, including contractual arrangements or through the ownership of voting securities or otherwise; provided that the direct or indirect ownership of thirty per cent (30%) or more of the voting share capital of a Person shall be deemed to constitute control of that Person. The terms “Controlling” and “Controlled” shall be construed accordingly.

“Control Documents” means that certain exclusive service agreement and that certain assets transfer agreement to be entered into by and between Baozun and Zunyi, that certain call option agreement, certain voting right proxy agreement and that certain equity pledge agreement to be entered into by and among Baozun and the shareholders of Zunyi, each in form and substance acceptable to the Investors.

“Conversion Shares” means Ordinary Shares issuable upon conversion of any Preferred Shares.

“Deemed Liquidation Event” has the meaning in the Memorandum and Articles.

“Director” means a director currently serving on the Board.

“Equity Securities” means, with respect to any Person that is a legal entity, any and all shares of capital stock, membership interests, units, profits interests, ownership interests, equity securities, registered capital, and other equity securities of such Person, and any right, warrant, option, call, commitment, conversion privilege, preemptive right or other right to acquire any of the foregoing, or security convertible into, exchangeable or exercisable for any of the foregoing, or any Contract providing for the acquisition of any of the foregoing.

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“ESOP” means the 2014 share incentive plan adopted by the Company as of May 30, 2014;

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

“Form F-3” means Form F-3 promulgated by the Commission under the Securities Act or any successor form or substantially similar form then in effect.

“Form S-3” means Form S-3 promulgated by the Commission under the Securities Act or any successor form or substantially similar form then in effect.

“Government Entity” means any government or any department, agency or instrumentality thereof, including any entity or enterprise owned or Controlled by a government, or a public international organization.

“Government Official” means any officer, employee or any other person acting in an official capacity for any Government Entity, any political party or official thereof or any candidate for political office (collectively the “Government Officials”);

“Group Company” means each of the Company, the HK Subsidiary, Baozun, Zunyi, Shanghai Bodao E-Commerce Limited, Hangzhou Dianzhen E-Commerce Limited, Shanghai Yingsai Advertisement Limited, Shanghai Fengbo E-commerce Limited, BAOZUN HONGKONG LIMITED, Shanghai Fenghe Software Technology Limited, Shanghai Fengyi E-commerce Limited, Shanghai Fengjin E-commerce Limited, Shanghai Fenghu E-commerce Limited, Taiwan Baozun Online Sales Limited and other Subsidiaries of the Company, and “Group Companies” refer to all of the Group Companies collectively.

“Holders” means the holders of Registrable Securities who are parties to this Agreement from time to time, and their permitted transferees that become parties to this Agreement from time to time.

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China.

“Indemnification Agreements” means that certain fund and director indemnification agreement dated May 30, 2014 by and among the Company, each of Crescent and Goldman Sachs and certain other parties thereto, and that certain Ali and director indemnification agreement dated May 30, 2014 by and among the Company, Ali and certain other party thereto, and that certain director indemnification agreement by and among the Company, SoftBank and certain other party thereto, to be executed on the date hereof.

“Initiating Holders” means, with respect to a request duly made under Section 3.1 or Section 3.2 to Register any Registrable Securities, the Holders initiating such request.

“IPO” means the first underwritten registered public offering by the Company of its Ordinary Shares pursuant to a Registration Statement that is filed with and declared effective by either the Commission under the Securities Act or another Authority for a public offering in a jurisdiction other than the United States.

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“Key Employees” means, (i) with respect to the period preceding the Effective Date, the senior managers and key employees of the Company listed on Schedule B, or (ii) with respect to the period following the Effective Date, the senior managers and key employees of the Company listed on the same Schedule which will be updated from time to time upon consent of the Board of the Company (including the three (3) Directors appointed by the Investors).

“Law” or “Laws” means any and all provisions of any applicable constitution, treaty, statute, law, regulation, ordinance, code, rule, or rule of common law, any governmental approval, concession, grant, franchise, license, agreement, directive, requirement, or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, any Authority, in each case as amended, and any and all applicable governmental orders.

“Liabilities” means, with respect to any Person, all liabilities, obligations and commitments of such Person of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due.

“Lien” means any claim, charge, easement, encumbrance, lease, covenant, security interest, lien, option, pledge, rights of others, or restriction (whether on voting, sale, transfer, disposition or otherwise), whether imposed by this Agreement, understanding, Law, equity or otherwise.

“Liquidation Preference” has the meaning in the Memorandum and Articles.

“Management Shareholders” means Qiu Wenbin, Zhang Qingyu and Wu Junhua.

“Management Rights Letters” means certain management rights letters by and between the Company and each of Ali and Goldman Sachs dated May 30, 2014.

“Material Adverse Effect” means a material adverse effect on:

(a) any Group Company as a whole or its assets or properties in aggregate;

(b) business prospects or financial condition of the Group Companies as a whole; or

(c) the ability of any Group Company or Key Holder to comply with or perform its, his or her obligations under the Transaction Documents,

For the purposes of this definition, an event, circumstance or occurrence or any combination thereof which causes, or is reasonably likely to cause either (i) a reduction in the net assets of the Group Companies of RMB50,000,000 or more during any 12 consecutive months’ period; or (ii) a reduction in the EBITDA (i.e., earnings before interest, taxes, depreciation and amortization) of the Group Companies for any 12 consecutive months’ period of RMB50,000,000 or more; or (iii) the operations of any Group Company to cease (other than due to holidays) for a continuous period of at least five (5) days during any 12 consecutive months’ period is deemed to have constituted a Material Adverse Effect within the meaning of this Agreement.

“Memorandum and Articles” means the then-effective memorandum of association of the Company and the articles of association of the Company, as each may be amended and/or restated from time to time.

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“Offshore Shareholders’ Agreement” means the shareholders’ agreement entered into by Parties (save for SoftBank) dated May 30, 2014, which is amended and restated by this Agreement.

“Ordinary Share Equivalents” means any Equity Security which is by its terms convertible into or exchangeable or exercisable for Ordinary Shares or other share capital of the Company, including the Preferred Shares.

“Ordinary Shares” means ordinary share of USD0.0001 par value per share in the capital of the Company having the rights attaching to it as set out in the Memorandum and Articles.

“Person” means any individual, corporation, company, partnership, firm, joint venture, trust, or Authority or any other type of entity.

“PRC” means the People’s Republic of China, but solely for the purposes of this Agreement, excluding Hong Kong, the Macau Special Administrative Region and Taiwan.

“Preferred Shares” means, collectively, the Series A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares and the Series D Preferred Shares.

“Principal Business” means brand online and offline retailing and provision overall e-commerce operation outsourcing services.

“Qualified IPO” means an underwritten public offering of the Ordinary Shares of the Company (or depositary receipts or depositary shares therefor) led by an international reputable underwriter on Hong Kong Stock Exchange, New York Stock Exchange, NASDAQ Global Market or PRC A-Share market or other stock exchange as approved by Investors, with a market capitalization of such company not less than USD600,000,000 or the equivalent in other currency and which raises funds of no less than USD150,000,000 or the equivalent in other currency, or any IPO approved by the Board by the affirmative votes of at least two-thirds of the Directors, which shall at least include three (3) Directors appointed by the Investors.

“Redeeming Preferred Share” has the meaning in the Memorandum and Articles.

“Redemption Event” has the meaning in the Memorandum and Articles.

“Redemption Notice” has the meaning in the Memorandum and Articles.

“Redemption Price” has the meaning in the Memorandum and Articles.

“Redemption Right” has the meaning in the Memorandum and Articles.

“Registrable Securities” means (i) the Ordinary Shares issued or issuable upon conversion of the Preferred Shares, and (ii) any Ordinary Shares of the Company issued or issuable as a dividend or other distribution with respect to, in exchange for, or in replacement of, the shares referenced in (i) herein; excluding in all cases, however, any of the foregoing sold by a Person in a transaction other than an assignment pursuant to Section 17.9. For purposes of this Agreement, Registrable Securities shall cease to be Registrable Securities when such Registrable Securities have been disposed of pursuant to an effective Registration Statement.

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“Registration” means a registration effected by preparing and filing a Registration Statement and the declaration or ordering of the effectiveness of that Registration Statement; and the terms “Register” and “Registered” have meanings concomitant with the foregoing.

“Registration Authority” means the State Administration for Industry and Commerce of the PRC or its local counterparts with competent authority.

“Registration Statement” means a registration statement prepared on Form F-1, F-3, S-1, or S-3 under the Securities Act, or on any comparable form in connection with registration in a jurisdiction other than the United States.

“Related Party” means with respect to each company (including any Group Company): (i) any director, officer or shareholder; (ii) any immediate family members or Affiliates of the Persons referred to in paragraph (i); or (iii) any entity directly or indirectly Controlled by any one or more of the foregoing.

“RMB” means the lawful currency of the PRC.

“SAFE” means the State Administration of Foreign Exchange of the PRC or its local counterparts with competent authority.

“SAFE Rules and Regulations” means collectively, the Circular 75, and any other applicable SAFE rules and regulations.

“Sanction Acts” means any sanctions administered by the Office of Foreign Assets Control of the U.S. Department of Treasury, or by the U.S. Department of State, or any sanctions imposed by the European Union (including under Council Regulation (EC) No. 194/2008), the United Nations Security Council, Her Majesty’s Treasury or any other relevant governmental entity and any activities sanctionable under the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010, as amended or the Iran Sanctions Act, as amended;

“Securities Act” means the United States Securities Act of 1933, as amended.

“Series A Preferred Shares” has the meaning set forth in the Memorandum and Articles.

“Series B Preferred Shares” means, collectively, the Series B-1 Preferred Shares, the Series B-2 Preferred Shares and the Series B-3 Preferred Shares.

“Series B-1 Preferred Shares” has the meaning set forth in the Memorandum and Articles.

“Series B-2 Preferred Shares” has the meaning set forth in the Memorandum and Articles.

“Series B-3 Preferred Shares” has the meaning set forth in the Memorandum and Articles.

“Series C Preferred Shares” means, collectively, the Series C-1 Preferred Shares and the Series C-2 Preferred Shares.

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“Series C-1 Preferred Shares” has the meaning set forth in the Memorandum and Articles.

“Series C-2 Preferred Shares” has the meaning set forth in the Memorandum and Articles.

“Series D Preferred Shares” has the meaning set forth in the Memorandum and Articles.

“Share Subscription Agreement” means the share subscription agreement entered into between Baozun Cayman Inc., Tsubasa Corporation, the Key Holders and each Group Company dated on or around the date of this Agreement governing the terms of the Transaction.

“Shareholder” means a holder of any Shares.

“Shares” means, together, the Ordinary Shares and the Preferred Shares.

“Shortfall Notice” has the meaning in the Memorandum and Articles.

“Shortfall Purchase” has the meaning in the Memorandum and Articles.

“Shortfall Purchase Right” has the meaning in the Memorandum and Articles.

“Subsidiary” means, with respect to a subject entity, (i) any entity (x) more than fifty percent (50%) of whose shares or other interests entitled to vote in the election of directors or (y) more than a fifty percent (50%) interest in the profits or capital of such entity are owned or Controlled directly by the subject entity or indirectly through one or more Subsidiaries of the subject entity, (ii) any entity whose assets, or portions thereof, are consolidated with the net earnings of the subject entity and are recorded on the books of the subject entity for financial reporting purposes in accordance with applicable Accounting Standards, or (iii) any entity with respect to which the subject entity has the power to otherwise direct the business and policies of that entity directly or indirectly through another Subsidiary.

“Tax” or “Taxation” means all applicable forms of taxation, duties and levies imposts, whether direct or indirect including corporate income tax, withholding individual income tax, value added tax, customs and excise duties, capital tax and other legal transaction taxes, dividend withholding tax, dividend distribution tax, land taxes, environmental taxes and duties and any other type of taxes or duties payable by virtue of any applicable national, regional or local Law or regulation and which may be due directly or by virtue of joint and several liability in any relevant jurisdiction; together with any interest, penalties, surcharges or fines relating to them, due, payable, levied, imposed upon or claimed to be owed in any relevant jurisdiction.

“Transaction” has the meaning set out in the Recitals.

“Transaction Document” means this Agreement, the Share Subscription Agreement, the Memorandum and Articles, the Indemnification Agreements, the Management Rights Letters, and any other instruments, agreements or certificates to which any Group Company is a party and the execution of which is contemplated by any of the foregoing agreements.

“United States Person” means United States person as defined in Section 7701(a)(30) of the Code.

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“US” means the United States of America.

“USD” or “US Dollars” means the lawful currency of the United States of America.

1.2 Other Defined Terms. The following terms shall have the meanings defined for such terms in the Sections set forth below:

Acceptance Period	Section 8.2(b)
Additional Investor Offered Equity Securities	Section 8.3(d)
Additional Offered Equity Securities	Section 8.2(d)
Additional Quantity	Section 7.3(c)
Agreement	Preamble
Ali	Preamble
Baozun	Preamble
Business	Section 13.1(a)(i)
CFC	Section 15.9
Code	Section 15.9
Company	Preamble
Crescent	Preamble
Demand Registration	Section 2.1
Disclosing Party	Section 14.4
Disposing Investor	Section 8.3(a)
Disposing Party	Section 8.2(a)
Dispute	Section 16.3
Drag-along Amount	Section 8.4(a)
Exempt Registrations	Section 3.4
Extended Investor Acceptance Period	Section 8.3(d)
Exercising Investor	Section 8.3(f)
Exercising Party of Right of First Refusal	Section 8.3(d)
Financing Terms	Section 14.1
First Participation Notice	Section 7.3(a)
Goldman Sachs	Preamble
GSIP	Preamble
GSPO	Preamble
HK Subsidiary	Preamble
HKIAC	Section 16.3
HKIAC Arbitration Rules	Section 16.3
Infinity	Preamble
Investor	Preamble
Investor Acceptance Period	Section 8.3(b)
Investor Additional Quantity	Section 7.3(b)
Investor Offered Equity Securities	Section 8.3(a)
Investor Participation Notice	Section 7.3(b)
Investor Participation Period	Section 7.3(b)
Investor Second Notice	Section 8.3(d)
Investor Tag-along Acceptance Notice	Section 8.3(e)
Investor Tag-along Pro Rata Portion	Section 8.3(f)
Investor Transfer Notice	Section 8.3(a)
Investors	Preamble
Key Holders	Preamble

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New Access	Preamble
New Access Qianjing	Preamble
New Access Qianlong	Preamble
New Securities	Section 7.2
Non-Disposing Parties	Section 8.2(a)
Non-purchased Investor Offered Equity Securities	Section 8.3(d)
Non-purchased Offered Equity Securities	Section 8.2(d)
Offered Equity Securities	Section 8.2(a)
Over-Purchasing Investor	Section 8.2(d)
Over-Purchasing Party	Section 8.3(d)
Partnership Election	Section 15.9
Participation Investor	Section 7.3(b)
Participation Right Holder	Section 7.3(a)
Participation Right Persons	Section 7.3(c)
Parties	Preamble
Permitted Transferee	Section 8.1(b)
PFIC	Section 15.9
Principal	Preamble
Principal Holding Company	Preamble
Pro Rata Share	Section 7.1
Proposing Investor	Section 8.4(a)
Right of Participation	Section 7.1
Second Notice	Section 8.2(d)
Second Participation Notice	Section 7.3(c)
Second Participation Period	Section 7.3(c)
Selling Shareholders	Section 8.4(a)
Shareholder Consent	Section 8.4(a)
Stelca	Preamble
Tag-along Acceptance Notice	Section 8.2(e)
Tag-along Offer Period	Section 8.2(e)
Tag-along Pro Rata Portion	Section 8.2(f)
Third Party Purchaser	Section 8.2(a)
Transfer Notice	Section 8.2(a)
Violation	Section 5.1(a)
Zunyi	Preamble

1.3 Interpretation. For all purposes of this Agreement, except as otherwise expressly herein provided, (i) the terms defined in this Section 1 shall have the meanings assigned to them in this Section 1 and include the plural as well as the singular, (ii) all accounting terms not otherwise defined herein have the meanings assigned under the Accounting Standards, (iii) all references in this Agreement to designated “Sections” and other subdivisions are to the designated Sections and other subdivisions of the body of this Agreement, (iv) pronouns of either gender or neuter shall include, as appropriate, the other pronoun forms, (v) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision, (vi) all references in this Agreement to designated Schedules, Exhibits and Appendices are to the Schedules, Exhibits and Appendices attached to this Agreement, (vii) references to this Agreement, any other Transaction Documents and any other document shall be construed as references to such document as the same may be amended, supplemented or novated from time to time, (viii) the term “or” is not exclusive, (ix) the term “including” will be deemed to be followed by “, but not limited to,” (x) the terms “shall,” “will,” and “agrees” are mandatory, and the term “may” is permissive, (xi) the phrase “directly or indirectly” means directly, or indirectly through one or more intermediate Persons or through contractual or other arrangements, and “direct or indirect” has the correlative

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1.4 meaning, (xii) the term “voting power” refers to the number of votes attributable to the Shares (on an as-converted basis) in accordance with the terms of the Memorandum and Articles, (xiii) the headings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement, (xiv) references to Laws include any such Law modifying, re-enacting, extending or made pursuant to the same or which is modified, re-enacted, or extended by the same or pursuant to which the same is made, and (xv) all references to “US Dollars” or to “USD” are to currency of the United States of America and all references to RMB are to currency of the PRC (and each shall be deemed to include reference to the equivalent amount in other currencies). The exchange rate between RMB and USD shall be the mid-point rate for the exchange of US Dollars into RMB in the PRC on the day on which relevant payment is made (or, if such day is not a Business Day, on the Business Day immediately preceding such day) released by Bank of China.

2. Demand Registration.

2.1 Registration Other Than on Form F-3 or Form S-3. Subject to the terms of this Agreement, at any time or from time to time after the date that is six (6) months after the closing of the IPO, Holders holding ten percent (10%) or more of the voting power of the then outstanding Registrable Securities held by all Holders may request in writing that the Company effect a Registration of Registrable Securities having an anticipated aggregate offering price, net of underwriting discounts and commissions, in excess of USD10,000,000 (a “Demand Registration”). Upon receipt of such a request, the Company shall (x) within ten (10) days give written notice of the proposed Demand Registration to all other Holders and (y) as soon as practicable, use its reasonable best efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Demand Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Initiating Holders may request. The Company shall be obligated to effect no more than three (3) Demand Registrations pursuant to this Section 2.1 that have been declared and ordered effective.

2.2 Registration on Form F-3 or Form S-3. The Company shall use its best efforts to qualify for registration on Form F-3 or Form S-3. Subject to the terms of this Agreement, if the Company qualifies for registration on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States), any Holder of Registrable Securities may request the Company to file, in any jurisdiction in which the Company has had a registered underwritten public offering, a Registration Statement on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States), including any registration statement filed under the Securities Act providing for the registration of, and the sale on a continuous or a delayed basis by the Holders of, all of the Registrable Securities pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the Commission. Upon receipt of such a request, the Company shall (i) promptly give written notice of the proposed Registration to all other Holders and (ii) as soon as practicable, use its reasonable best efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and qualified for sale and distribution in such jurisdiction. There shall be no limit on the number of times the Holders may request Registration of Registrable Securities under this Section 2.2. For the avoidance of doubt, the registrations on Form F-3 or Form S-3 pursuant to this Section 2.2 shall not be included in the number of Demand Registrations pursuant to Section 2.1.

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2.3 Right of Deferral.

(a) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2:

(i) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1 or Section 2.2, the Company gives notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Ordinary Shares within sixty (60) days of receipt of that request; provided, that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of receipt of that request; provided, further, that the Holders are entitled to join such Registration in accordance with Section 3 (other than an Exempt Registration);

(ii) during the period starting with the date of filing by the Company of, and ending six (6) months following, the effective date of any Registration Statement pertaining to Ordinary Shares of the Company other than an Exempt Registration; provided, that the Holders are entitled to join such Registration in accordance with Section 3;

(iii) in any jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration or qualification, unless the Company is already subject to service of process in such jurisdiction; or

(iv) with respect to the registration on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States), if Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the United States) is not available for such offering by the Holders, or if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than USD1,000,000.

(b) If, after receiving a request from Holders pursuant to Section 2.1 or Section 2.2 hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed at such time, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided, that the Company may not utilize this right for more than ninety (90) days on any one occasion or more than once during any twelve (12) month period; provided, further, that the Company may not Register any other of its Equity Securities during such period (except for Exempt Registrations).

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2.4 Underwritten Offerings. If, in connection with a request to Register Registrable Securities under Section 2.1 or Section 2.2, the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Section 2.1 and Section 2.2. In such event, the right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and reasonably acceptable to the holders of at least a majority of the voting power of all Registrable Securities proposed to be included in such Registration. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company that marketing factors (including the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of Registrable Securities to be underwritten in a Registration pursuant to Section 2.1 or Section 2.2, the underwriters may exclude up to seventy percent (70%) of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities from the Registration and underwritten offering and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included, provided that any Initiating Holder shall have the right to withdraw its request for Registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement, and such withdrawn request for Registration shall not be deemed to constitute one of the Registration rights granted pursuant to Section 2.1. If any Holder disapproves the terms of any underwriting, the Holder may also elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Holder to the nearest one hundred (100) shares.

3. Piggyback Registrations.

3.1 Registration of the Company’s Securities. Subject to the terms of this Agreement, if the Company proposes to Register for its own account any of its Equity Securities, or for the account of any holder (other than a Holder) of Equity Securities any of such holder’s Equity Securities, in connection with the public offering of such securities (except for Exempt Registrations), the Company shall promptly give each Holder written notice thirty (30) days prior to the filing of such Registration and, upon the written request of any Holder given within thirty (30) days after delivery of such notice, the Company shall use its reasonable best efforts to include in such Registration any Registrable Securities thereby requested to be Registered by such Holder. If a Holder decides not to include all or any of its Registrable Securities in such Registration by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent Registration Statement or Registration Statements as may be filed by the Company, all upon the terms and conditions set forth herein. Registration pursuant to this Section 3.1 shall not be deemed to be a Demand Registration as described in Section 2.1 above. There shall be no limit on the number of times the Holders may request Registration of Registrable Securities under this Section 3.1.

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3.2 Right to Terminate Registration. The Company shall have the right to terminate or withdraw any Registration initiated by it under Section 3.1 prior to the effectiveness of such Registration, whether or not any Holder has elected to participate therein. The expenses of such withdrawn Registration shall be borne by the Company in accordance with Section 4.3.

3.3 Underwriting Requirements.

(a) In connection with any offering involving an underwriting of the Company’s Equity Securities, the Company shall not be required to Register the Registrable Securities of a Holder under this Section 3 unless such Holder’s Registrable Securities are included in the underwritten offering and such Holder enters into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected by the Company and setting forth such terms for the underwritten offering as have been agreed upon between the Company and the underwriters. In the event the underwriters advise Holders seeking Registration of Registrable Securities pursuant to this Section 3 in writing that market factors (including the aggregate number of Registrable Securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of Registrable Securities to be underwritten, the underwriters may exclude all of the Registrable Securities requested to be Registered in the IPO and up to seventy percent (70%) of the Registrable Securities requested to be Registered in any other public offering, but in any case only after first excluding all other Equity Securities (except for securities sold for the account of the Company) from the Registration and underwriting and so long as the Registrable Securities to be included in such Registration on behalf of any non-excluded Holders are allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Holder to the nearest one hundred (100) shares.

(b) If any Holder disapproves the terms of any underwriting, the Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the Registration.

3.4 Exempt Registrations. The Company shall have no obligation to Register any Registrable Securities under this Section 3 in connection with a Registration by the Company (i) relating solely to the sale of securities to participants in a Company share plan, (ii) relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act (or comparable provision under the Laws of another jurisdiction, as applicable), or (iii) on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities and does not permit secondary sales (collectively, “Exempt Registrations”).

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4. Registration Procedures.

4.1 Registration Procedures and Obligations. Whenever required under this Agreement to effect the Registration of any Registrable Securities held by the Holders, the Company shall, as expeditiously as reasonably possible:

(a) Prepare and file with the Commission a Registration Statement with respect to those Registrable Securities and use its reasonable best efforts to cause that Registration Statement to become effective, and, upon the request of the Holders holding at least a majority in voting power of the Registrable Securities Registered thereunder, keep the Registration Statement effective for a period ending on the earlier of the date which is one hundred and eighty (180) days from the effective date of the Registration Statement or until the distribution thereunder has been completed;

(b) Prepare and file with the Commission amendments and supplements to that Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to comply with the provisions of Applicable Securities Laws with respect to the disposition of all securities covered by the Registration Statement;

(c) Furnish to the Holders the number of copies of a prospectus, including a preliminary prospectus, required by Applicable Securities Laws, and any other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them;

(d) Use its reasonable best efforts to Register and qualify the securities covered by the Registration Statement under the securities Laws of any jurisdiction, as reasonably requested by the Holders, provided, that the Company shall not be required to qualify to do business or file a general consent to service of process in any such jurisdictions;

(e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in customary form, with the managing underwriter(s) of the offering;

(f) Promptly notify each Holder of Registrable Securities covered by the Registration Statement at any time when a prospectus relating thereto is required to be delivered under Applicable Securities Laws of (a) the issuance of any stop order by the Commission, or (b) the happening of any event or the existence of any condition as a result of which any prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, or if in the opinion of counsel for the Company it is necessary to supplement or amend such prospectus to comply with Law, and at the request of any such Holder promptly prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made or such prospectus, as supplemented or amended, shall comply with Law;

(g) Furnish, at the request of any Holder requesting Registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered for sale in connection with a Registration pursuant to this Agreement, (A) an opinion, dated the date of the sale, of the counsel representing the Company for the purposes of the Registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting such Registration; and (B) comfort letters dated as of (x) the effective date of the final registration statement covering such Registrable Securities, and (y) the closing date of the sale of the Registrable Securities, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters and reasonably satisfactory to a majority in interest of the Holders requesting such Registration;

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(h) Otherwise comply with all applicable rules and regulations of the Commission to the extent applicable to the applicable registration statement and use its reasonable best efforts to make generally available to its security holders (or otherwise provide in accordance with Section 11(a) of the Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the Act, no later than forty-five (45) days after the end of a twelve (12) month period (or ninety (90) days, if such period is a fiscal year) beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of such registration statement, which statement shall cover such twelve (12) month period, subject to any proper and necessary extensions;

(i) Provide a transfer agent and registrar for all Registrable Securities Registered pursuant to the Registration Statement and, where applicable, a number assigned by the Committee on Uniform Securities Identification Procedures for all those Registrable Securities, in each case not later than the effective date of the Registration; and

(j) Take all reasonable actions necessary to list the Registrable Securities on the primary exchange on which the Company’s securities are then traded or the primary exchange on which the Company’s securities will be traded.

4.2 Information from Holder. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the Registration of such Holder’s Registrable Securities.

4.3 Expenses of Registration. All expenses, other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), incurred in connection with Registrations, filings or qualifications pursuant to this Agreement, including all Registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and reasonable fees and disbursement of one counsel for all selling Holders, shall be borne by the Company. The Company shall not, however, be required to pay for any expenses of any Registration proceeding begun pursuant to Section 2.1 or Section 2.2 of this Agreement if the Registration request is subsequently withdrawn at the request of the Holders holding at least a majority of the voting power of the Registrable Securities requested to be Registered by all Holders in such Registration (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered in the withdrawn Registration) unless the Holders of at least a majority of the voting power of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of one (1) Demand Registration pursuant to Section 2.1 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such Demand Registration); provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses, the Company shall pay any and all such expenses and such Registration shall not constitute the use of a Demand Registration pursuant to Section 2.1.

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5. Registration-Related Indemnification.

5.1 Company Indemnity.

(a) To the maximum extent permitted by Law, the Company will indemnify and hold harmless each Holder, such Holder’s partners, officers, directors, shareholders, members, and legal counsel, any underwriter (as defined in the Securities Act) and each Person, if any, who Controls (as defined in the Securities Act) such Holder, against any losses, claims, damages or Liabilities (joint or several) to which they may become subject under Laws which are applicable to the Company and relate to action or inaction required of the Company in connection with any Registration, qualification, or compliance, insofar as such losses, claims, damages, or Liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (each a “Violation”): (a) any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, on the effective date thereof (including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), (b) the omission or alleged omission to state in the Registration Statement, on the effective date thereof (including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), a material fact required to be stated therein or necessary to make the statements therein not misleading, or (c) any violation or alleged violation by the Company of Applicable Securities Laws, or any rule or regulation promulgated under Applicable Securities Laws. The Company will reimburse, as incurred, each such Holder, partner, officer, director, shareholder, member, legal counsel, underwriter or Controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, Liability or action.

(b) The indemnity agreement contained in this Section 5.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, Liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable in any such case for any such loss, claim, damage, Liability or action to the extent that it arises solely out of or is solely based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such Registration by any such Holder, such Holder’s partners, officers, directors, and legal counsel, any underwriter (as defined in the Securities Act) and each Person, if any, who controls (as defined in the Securities Act) such Holder or underwriter.

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5.2 Holder Indemnity.

(a) To the maximum extent permitted by Law, each selling Holder that has included Registrable Securities in a Registration will, severally and not jointly, indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, any other Holder selling securities in connection with such Registration and each Person, if any, who controls (within the meaning of the Securities Act) the Company, or other Holder, against any losses, claims, damages or Liabilities (joint or several) to which any of the foregoing Persons may become subject, under Applicable Securities Laws, or any rule or regulation promulgated under Applicable Securities Laws, insofar as such losses, claims, damages or Liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs solely in reliance upon and in conformity with written information furnished by such Holder for use in connection with such Registration; and each such Holder will reimburse, as incurred, any Person intended to be indemnified pursuant to this Section 5.2, for any legal or other expenses reasonably incurred by such Person in connection with investigating or defending any such loss, claim, damage, Liability or action. No Holder’s Liability under this Section 5.2 (when combined with any amounts paid by such Holder pursuant to Section 5.4) shall exceed the net proceeds received by such Holder from the offering of securities made in connection with that Registration.

(b) The indemnity contained in this Section 5.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, Liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld or delayed).

5.3 Notice of Indemnification Claim. Promptly after receipt by an indemnified party under Section 5.1 or Section 5.2 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under Section 5.1 or Section 5.2, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the indemnifying parties. An indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonably incurred fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any Liability to the indemnified party under this Section 5, but the omission to deliver written notice to the indemnifying party will not relieve it of any Liability that it may have to any indemnified party otherwise than under this Section 5. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to such indemnified party of a release from all Liability in respect to such claim or litigation.

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5.4 Contribution. If any indemnification provided for in Section 5.1 or Section 5.2 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, Liability, claim, damage or expense referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, Liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and of the indemnified party, on the other, in connection with the statements or omissions that resulted in such loss, Liability, claim, damage or expense, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided, however, that, in any such case: (A) no Holder will be required to contribute any amount (after combined with any amounts paid by such Holder pursuant to Section 5.2) in excess of the net proceeds to such Holder from the sale of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement; and (B) no Person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person or entity who was not guilty of such fraudulent misrepresentation.

5.5 Underwriting Agreement. To the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall prevail.

5.6 Survival. The obligations of the Company and Holders under this Section 5 shall survive the completion of any offering of Registrable Securities in a Registration Statement under this Agreement, regardless of the expiration of any statutes of limitation or extensions of such statutes.

6. Additional Registration-Related Undertakings.

6.1 Reports under the Exchange Act. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any comparable provision of any Applicable Securities Laws that may at any time permit a Holder to sell securities of the Company to the public without Registration or pursuant to a Registration on Form F-3 or Form S-3 (or any comparable form in a jurisdiction other than the United States), the Company agrees to:

(a) make and keep public information available, as those terms are understood and defined in Rule 144 (or comparable provision, if any, under Applicable Securities Laws in any jurisdiction where the Company’s securities are listed), at all times following ninety (90) days after the effective date of the first Registration under the Securities Act filed by the Company for an offering of its securities to the general public;

(b) file with the Commission in a timely manner all reports and other documents required of the Company under all Applicable Securities Laws; and

(c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 or Form F-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and (iii) such other information as may be reasonably requested to avail any Holder of any rule or regulation of the Commission that permits the selling of any such securities without registration or pursuant to such form.

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6.2 Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the written consent of holders of at least 30% of the voting power of the then outstanding Registrable Securities held by all Holders (calculated on an as-converted to Ordinary Share basis), enter into any agreement with any holder or prospective holder of any Equity Securities of the Company that would allow such holder or prospective holder (i) to include such Equity Securities in any Registration filed under Section 2 or Section 3, unless under the terms of such agreement such holder or prospective holder may include such Equity Securities in any such Registration only to the extent that the inclusion of such Equity Securities will not reduce the amount of the Registrable Securities of the Holders that are included, (ii) to demand Registration of their Equity Securities, or (iii) to cause the Company to include such Equity Securities in any Registration filed under Section 2 or Section 3 hereof on a basis pari passu with or more favorable to such holder or prospective holder than is provided to the Holders of Registrable Securities.

6.3 “Market Stand-Off” Agreement.

(a) Each holder of Registrable Securities agrees, if so required by the managing underwriter(s), that it will not during the period commencing on the date of the final prospectus relating to the Company’s IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed, one hundred eighty (180) days from the date of such final prospectus, as may be extended in line with customary market practice, to accommodate regulatory restrictions on (a) the publication or other distribution of research reports and (b) analyst recommendations and opinions) (i) lend, offer, pledge, hypothecate, hedge, sell, make any short sale of, loan, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Equity Securities of the Company owned immediately prior to the date of the final prospectus relating to the Company’s IPO (other than those included in such offering), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such Equity Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Equity Securities of the Company or such other securities, in cash or otherwise; provided, that (x) the forgoing provisions of this Section shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall not be applicable to any Holder unless all directors, officers and all other holders of at least one percent (1%) of the outstanding share capital of the Company (calculated on an as-converted to Ordinary Share basis) must be bound by restrictions at least as restrictive as those applicable to any such Holder pursuant to this Section, (y) this Section shall not apply to a Holder to the extent that any other Person subject to substantially similar restrictions is released in whole or in part, and (z) the lockup agreements shall permit a Holder to transfer their Registrable Securities to their respective Affiliates so long as the transferees enter into the same lockup agreement. The Investors agree to execute and deliver to the underwriters a lock-up agreement containing substantially similar terms and conditions as those contained herein.

(b) Notwithstanding anything herein to the contrary, none of the provisions of this Agreement shall in any way limit Goldman Sachs, Ali or any of their respective Affiliates from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger advisory, financing, asset management, trading, market making, arbitrage, investment activity and other similar activities conducted in the ordinary course of their business. Notwithstanding anything to the contrary set forth in Section 6.3(a) of this Agreement, the restrictions contained in Section 6.3(a) shall not apply to Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares acquired by Goldman Sachs or Affiliate thereof following the effective date of the first Registration Statement of the Company covering such Ordinary Shares (or other securities) to be sold on behalf of the Company in an underwritten public offering.

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6.4 Termination of Registration Rights. The registration rights set forth in Section 2 and Section 3 of this Agreement shall terminate on the earlier of (i) the date that is five (5) years from the date of closing of a Qualified IPO, (ii) with respect to any Holder, the date on which such Holder may sell all of such Holder’s Registrable Securities under Rule 144 of the Securities Act in any ninety (90)-day period after the Company’s IPO.

6.5 Exercise of Ordinary Share Equivalents. Notwithstanding anything to the contrary provided in this Agreement, the Company shall have no obligation to register Registrable Securities which, if constituting Ordinary Share Equivalents, have not been exercised, converted or exchanged, as applicable, for Ordinary Shares as of the effective date of the applicable Registration Statement, but the Company shall cooperate and facilitate any such exercise, conversion or exchange as requested by the applicable Holder.

6.6 Intent. The terms of Sections 2 through Section 6 (inclusive) are drafted primarily in contemplation of an offering of securities in the United States of America. The parties recognize, however, the possibility that securities may be qualified or registered for offering to the public in a jurisdiction other than the United States of America where registration rights have significance or that the Company might effect an offering in the United States of America in the form of American Depositary Receipts or American Depositary Shares. Accordingly:

(a) the Holders of Registrable Securities shall be entitled to analogous or equivalent rights with respect to any public offering of the Company’s securities in any securities exchange outside of the United States of America in which the Company undertakes to publicly offer or list its securities;

(b) for purposes of this Agreement, reference to registration of securities under the Securities Act and the Exchange Act shall also be deemed to mean the equivalent registration in a jurisdiction other than the United States of America, it being understood and agreed that in each such case all references in this Agreement to the Securities Act, the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. Law and the Commission, shall be deemed to refer to the equivalent statutes, rules, forms of registration statements, registration of securities and Laws of and equivalent government Authority in the applicable non-U.S. jurisdiction;

(c) it is agreed that the Company will not undertake any listing of American Depositary Receipts, American Depositary Shares or any other security derivative of the Ordinary Shares unless arrangements have been made such that the Holders will enjoy rights corresponding to the rights hereunder to sell their Registrable Securities in a public offering in the United States of America as if the Company had listed Ordinary Shares in lieu of such derivative securities.

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7. Preemptive Right.

7.1 General. Each Shareholder shall have the preemptive right to subscribe for such Shareholder’s Pro Rata Share (as defined below) of all (or any part) of any New Securities (as defined below) that the Company may from time to time decide to issue after the Effective Date (the “Right of Participation”). A Shareholder’s “Pro Rata Share”, for the purpose of the Right of Participation, shall be the ratio of (A) the number of Ordinary Shares (including Preferred Shares on an as-converted basis) held by such Shareholder, to (B) the total number of Ordinary Shares (including Preferred Shares on an as-converted basis) then outstanding immediately prior to the issuance of New Securities (as defined below) giving rise to the Right of Participation.

7.2 New Securities. For purposes hereof, “New Securities” shall mean any Equity Securities of the Company issued after the Effective Date, except for:

(a) up to 20,331,467 (such number can be amended pursuant to Section 12.2) Ordinary Shares (as adjusted in connection with share splits or share consolidation, reclassification or other similar event) and/or options exercisable for such Ordinary Shares issued or to be issued to employees, officers, directors, contractors, advisors or consultants of the Group Companies pursuant to ESOP;

(b) any Equity Securities of the Company issued in connection with any share split, share combination, share dividend, reclassification, recapitalization or other similar event in which all Holders with Rights of Participation are entitled to participate on a pro rata basis;

(c) any Equity Securities of the Company issued pursuant to the Share Subscription Agreement;

(d) any Equity Securities of the Company issued pursuant to a Qualified IPO;

(e) any Equity Securities of the Company issued pursuant to the bona fide acquisition of another company or business approved by the Board pursuant to Section 12.2; and

(f) any Equity Securities of the Company issued in connection with the Ordinary Shares issued or issuable upon the conversion of the Preferred Shares.

7.3 Procedures.

(a) If the Company intends to undertake an issuance of New Securities, the Company shall issue a written notice (the “First Participation Notice”) to each Persons entitled to the Right of Participation (the “Participation Right Holder”) specifying the amount and price of such New Securities and the general provisions of the subscription of such New Securities. Each Participation Right Holder may exercise the Right of Participation through issuance of a written notice to the Company within fifteen (15) Business Days upon the date of receipt of any First Participation Notice, and the Participation Right Holder shall specify the quantity of the New Securities which it agrees to subscribe for in accordance with the price, and terms and conditions specified in the First Participation Notice in such written notice (not to exceed the New Securities which the Participation Right Holder is entitled to subscribe for based on its Pro Rata Share of such Participation Right Holder). If the Participation Right Holder fails to issue the written notice of the exercise of the Right of Participation to the Company within such fifteen (15) Business Days, such Participation Right Holder shall be deemed to have waived its Right of Participation.

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(b) If any Participation Right Holder fails or refuses to exercise all of its Right of Participation in accordance with the subsection (a) above, the Company shall promptly (but no later than three (3) Business Days subsequent to such fifteen (15) Business Days’ period prescribed in the subsection (a) above) send notice (the “Investor Participation Notice”) to each of the Investors who have subscribed for all of the New Securities which such Investor is entitled to subscribe for according to its Pro Rata Share in accordance with the subsection (a) above (the “Participation Investor”). Each Participation Investor may give a written notice to the Company specifying the amount of the New Securities it intends to subscribe for on top of the New Securities which such Investor is entitled to subscribe for according to its Pro Rata Share (the “Investor Additional Quantity”) within five (5) Business Days of the date of receipt of the Investor Participation Notice (the “Investor Participation Period”). Failure of delivery of the written notice of the subscription of the Investor Additional Quantity to the Company within the Investor Participation Period will render the Participation Investor losing the right to purchase the Investor Additional Quantity. If the above conduct leads to the sum of all of the Investor Additional Quantity exceeding the total amount of the remaining New Securities available for subscription, the Company will reduce the excess amount of the subscription of the Participation Investor who has made an excess subscription to the following, whichever is less: (A) the Investor Additional Quantity; or (B) the product obtained by multiplying (i) the amount of the remaining New Securities available for subscription; by (ii) a fraction, the numerator of which is the quantity of the Company’s Ordinary Shares (on an as-converted basis) held by such Participation Investor who has made an excess subscription upon the First Participation Notice and the denominator of which is the amount of the Company’s Ordinary Shares (on an as-converted basis) held by all of the Participation Investors who have made excess subscription upon the First Participation Notice. Each Participation Investor shall have the obligation to subscribe for such amount of the New Securities determined by the Company in accordance with this section, and the Company shall notify such Participation Investor within ten (10) Business days following the date of receipt of the Investor Participation Notice.

(c) Upon (i) the expiry of the Investor Participation Period, no Participation Investor has exercised its Right of Participation in accordance with the subsection (b) above, or (ii) the expiry of the Investor Participation Period, under the circumstances that there still exists remaining New Securities which have not been subscribed by the Participation Investor through the exercise of the Right of Participation, the Company shall promptly (but no later than the three (3) Business Days’ period following such five (5) Business Days’ period prescribed in the subsection (b) above) send notice (the “Second Participation Notice”) to Participation Right Holders (other than the Participation Investors) who has exercised the Right of Participation and purchased all of the New Securities which such Participation Right Holder is entitled to subscribe for according to its Pro Rata Share in accordance with the subsection (b) above (the “Participation Right Persons”). Each Participation Right Person may give a written notice to the Company specifying the amount of the New Securities it intends to subscribe for on top of the New Securities which can be subscribed for according to its Pro Rata Share (the “Additional Quantity”) within five (5) Business Days upon the date of receipt of the Second Participation Notice (the “Second Participation Period”). Failure of delivery of the written notice of the subscription of the Additional Quantity to the Company within the Second Participation Period will render the Participation Right Person losing the right to purchase the Additional Quantity. If the above conduct leads to the sum of all of the Additional Quantity exceeding the total quantity of the remaining New Securities available for subscription, the Company will reduce the excess amount of the subscription of the Participation Right Person who has made an excess subscription to the following, whichever is less: (A) the Additional Quantity; or (B) the product obtained by multiplying (i) the amount of the remaining New Securities available for subscription; by (ii) a fraction, the numerator of which is the quantity of the Company’s Ordinary Shares (on an as-converted basis) held by such Participation Right Person who has made an excess subscription upon the First Participation Notice and the denominator of which is the quantity of the Company’s Ordinary Shares (on an as-converted basis) held by all of the Participation Right Persons who have made excess subscription upon the First Participation Notice. Each Participation Right Person shall have the obligation to subscribe for such amount of the New Securities determined by the Company in accordance with this section, and the Company shall notify such Participation Right Person within ten (10) Business Days following the date of receipt of the Second Participation Notice.

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(d) Upon (i) the expiry of the Second Participation Period, or (ii) the expiry of the fifteen (15) Business Days’ period upon the receipt of the First Participation Notice, no Participation Right Holder has exercised its Right of Participation in accordance with Section 7.1 (as the case may be), and under the circumstances that the New Securities have not been fully subscribed by the Participation Right Holder through the exercise of the Right of Participation, the Company shall sell the New Securities specified in the First Participation Notice (with respect to the part of New Securities upon which no Party has exercised its Right of Participation) at a price of or higher than the price provided in the First Participation Notice, or on no more favorable terms than that in the First Participation Notice (for non-price terms) within ninety (90) days following the expiry of the related period. If the Company fails to sell such New Securities within such ninety (90) days’ period, the Company shall not sell any New Securities to any Person other than the Participation Right Holder before the re-exercise of the Right of Participation by the Participation Right Holder in accordance with the subsection (a), (b), (c) and (d).

8. Transfer Restrictions; Rights of First Refusal and Tag-along Rights; Drag-along Rights.

8.1 Transfer Restrictions.

(a) None of the Shareholders may sell, transfer, otherwise dispose of, or create or permit to be created any encumbrance over all or any part of its Equity Securities in the Company to any party except in accordance with this Section 8.

(b) Unless approved by the shareholders pursuant to Section 12.1, none of the Key Holders shall directly or indirectly sell, transfer or otherwise dispose of all or any part of its Equity Securities in the Company to any party prior to the Qualified IPO. For the avoidance of any doubt, Section 8 is not applicable to sale, transfer or otherwise disposal of all or any part of Equity Securities in the Company by a Key Holder (i) in a Deemed Liquidation Event, or (ii) to its Affiliate or any transferee that is established by a Principal solely for tax or estate planning purposes of which such Principal and/or extended family member of such Principal are the sole legal beneficiaries (each, a “Permitted Transferee”); provided that (1) such Key Holder shall provide proof satisfactory to the Investors; (2) any transfer pursuant to item (ii) shall not exceed fifty percent (50%) of the aggregate Equity Securities held by such Key Holder that is not a Key Employee as of the date hereof and any transfer pursuant to item (ii) shall not exceed fifteen percent (15%) of the aggregate Equity Securities held by such Key Holder that is a Key Employee as of the date hereof; (3) each Permitted Transferee shall agree to be bound by this Agreement pursuant to Section 8.1(e) and that such Key Holder shall procure the Permitted Transferee not to transfer its Equity Securities except back to such Key Holder or other Permitted Transferee(s); (4) after such transfer, such Permitted Transferee shall remain qualified to be a Permitted Transferee as defined above, provided that the Key Holder shall at all times retain full voting control over the transferred Equity Securities; and (5) the Key Holder shall at all times after such transfer procure and ensure that such transferees and the beneficiaries thereof shall comply with and observe the terms and conditions of this Agreement and all duties and restrictions as a holder of such Equity Securities.

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(c) Each Key Holder agrees not to circumvent or otherwise avoid the transfer restrictions or intent thereof set forth in this Agreement, whether by holding the Equity Securities of the Company indirectly through another Person (including a Principal Holding Company) or by causing or effecting, directly or indirectly, the transfer, sale or disposal of any Equity Securities by any such Person (including a Principal Holding Company), or otherwise. Any purported transfer, sale or disposal of any Equity Securities of any Key Holder in contravention of this Agreement shall be void and ineffective for any and all purposes and shall not confer on any transferee or purported transferee any rights whatsoever, and no Party (including any Key Holder) shall recognize any such transfer, sale or disposal.

(d) Section 8 is not applicable to any sale, transfer or other disposal of all or any part of their Equity Securities in the Company by and between Crescent and Stelca.

(e) Notwithstanding any other provision of this Agreement, no sale, transfer or other disposal may be made pursuant to this Agreement unless the transferee of the Equity Securities (unless already bound hereby) has agreed in writing to be bound by the terms of this Agreement pursuant to a Joinder Agreement substantially in the form of Exhibit A-1 attached hereto as a “Principal/Principal Holding Company”, or in the case of sale, transfer or otherwise disposal by an Investor, pursuant to a Joinder Agreement substantially in the form of Exhibit A-2 attached hereto as an “Investor”.

(f) The Parties hereby acknowledge and agree to any transfer pursuant to Section 9 and undertake to take any and all actions to effect such transfer, including signing, and causing the directors of the Company appointed by them to sign, all necessary documents, and record such transfer on the books of the Company.

(g) The Key Holders hereby agree and cause the shareholders of Zunyi to agree that, unless otherwise consented by all the Investors, the shareholders of Zunyi may not sell, transfer, pledge or directly or otherwise indirectly dispose of the Equity Securities of Zunyi.

8.2 Investors’ Right of First Refusal and Tag-along Right

(a) Subject to Section 8.1(b), if any Key Holder (the “Disposing Party”) intends to directly or indirectly transfer any or all of its Equity Securities in the Company (the “Offered Equity Securities”) to any third party, it shall notify the Company and the other Shareholders (the “Non-Disposing Parties”) of such intention before seeking any offer from interested third parties in respect of the purchase of the aforesaid Equity Securities. The Disposing Party shall be entitled to disclose to the interested third party purchaser(s) such confidential information in relation to the Company as is necessary for the proposed transfer of its Equity Securities, provided however that (i) the Disposing Party shall enter into a confidentiality agreement with each of the interested third party purchasers under which the latter undertakes not to disclose or use the relevant confidential information for any other purpose than purchase of the Equity Securities from the Disposing Party; and (ii) the Disposing Party shall send a copy of any confidential information which it, he or she disclosed to the interested third party purchasers to the Non-Disposing Parties. Upon the receipt of an offer from any third party purchaser, the Disposing Party shall give a written notice (the “Transfer Notice”) to the Non-Disposing Parties and the Company specifying (i) the entire percentage of its Equity Securities in the Company which it, he or she proposes to transfer to the third party purchaser, (ii) the identity of the third party purchaser (the “Third Party Purchaser”), and (iii) the price (the “Purchase Price”) and other key terms and conditions of the proposed transfer.

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(b) Each Investor shall have an option for a period of sixty (60) days following receipt of the Transfer Notice (the “Acceptance Period”) to elect to purchase all or any portion of its respective pro rata share of the Offered Equity Securities set out in the Transfer Notice at the same price and on substantially the same terms and conditions as described in the Transfer Notice, by notifying the Disposing Party and the Company in writing before expiration of the Acceptance Period as to the quantity of such Offered Equity Securities that it wishes to purchase.

(c) For the purpose of this Section 8.2, each Investor’s “pro rata share” of the Offered Equity Securities shall be equal to (A) the quantity of Offered Equity Securities, multiplied by (B) a fraction, the numerator of which shall be the Ordinary Shares (on an as-converted basis) held by such Investor on the date of the Transfer Notice and the denominator of which shall be the Ordinary Shares (on an as-converted basis) held by all Investors on such date.

(d) If any such Investor fails to exercise its right to purchase its full pro rata share of the available Offered Equity Securities, the Disposing Party shall deliver a written notice (the “Second Notice”) specifying the quantity of the Offered Equity Securities not purchased by the Investors pursuant to Section 8.2(b) (the “Non-purchased Offered Equity Securities”) within five (5) days after the expiration of the Acceptance Period to the Company and to each Investor that elected to purchase its entire pro rata share of the Offered Equity Securities (an “Exercising Investor of Right of First Refusal”). The Exercising Investors of Right of First Refusal shall have a right of re-allotment, such that they shall have ten (10) days from the date of the Second Notice (the “Extended Acceptance Period”) was given to elect to increase the number of Offered Equity Securities that they agreed to purchase in accordance with Section 8.2(b). Such right of re-allotment shall be subject to the following condition: Each Exercising Investor of Right of First Refusal shall first notify the Disposing Party of its desire to increase the quantity of the Offered Equity Securities it agreed to purchase under Section 8.2(b), stating the quantity of the Additional Offered Equity Securities it proposes to buy (the “Additional Offered Equity Securities”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days. If, as a result thereof, the total quantity of Additional Offered Equity Securities the Exercising Investors of Right of First Refusal propose to buy exceeds the total quantity of the Non-purchased Offered Equity Securities, then each Exercising Investor of Right of First Refusal who proposes to buy more than such quantity of Additional Offered Equity Securities as is equal to the product obtained by multiplying (i) the quantity of the Non-purchased Offered Equity Securities by (ii) a fraction, the numerator of which is the Ordinary Shares (on an as-converted basis) held by such Exercising Investor of Right of First Refusal and the denominator of which is the Ordinary Shares (on an as-converted basis) held by all Exercising Investors of Right of First Refusal (an “Over-Purchasing Investor”) shall mutually agree with the other Over-Purchasing Investors on the quantity of Additional Offered Equity Securities to be purchased so that the total quantity of Additional Offered Equity Securities the Exercising Investors of Right of First Refusal propose to buy shall not exceed the total quantity of the Non-purchased Offered Equity Securities; failing such agreement, each Over-Purchasing Investor will be cut back by the Disposing Party with respect to its over-purchase to that quantity of the Non-purchased Offered Equity Securities equal to the product obtained by multiplying (i) the number of the Non-purchased Offered Equity Securities available for over-purchase by (ii) a fraction, the numerator of which is the Ordinary Shares (on an as-converted basis) held by such Over-Purchasing Investor and the denominator of which is the Ordinary Shares (on an as-converted basis) held by all the Over-Purchasing Investors.

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(e) In the event of the proposed transfer by the Disposing Party of any Equity Securities in the Company, each of the Investors who have not exercised its right to purchase any of the Offered Equity Securities shall be entitled, by written notice (the “Tag-along Acceptance Notice”) given to the Disposing Party and the Company within fifteen (15) Business Days after the expiry of the Acceptance Period (or the Extended Acceptance Period, as the case may be) (the “Tag-along Offer Period”), to participate in such proposed transfer of any Equity Securities of the Disposing Party to the Third Party Purchaser, on the same terms and conditions as specified in the Transfer Notice. The Disposing Party shall provide within a reasonable period before the expiry of the Tag-along Offer Period any information that the Investors may reasonably request, taking into account the relationships among the parties involved and their competitive interests, to enable the Investors to evaluate any non-cash consideration, if applicable, together with other key deal terms.

(f) If any of the Investors wishes to participate in the transfer to the Third Party Purchaser, such Investor shall deliver a Tag-along Acceptance Notice to the Disposing Party and the Company specifying that it desires to sell such amount of Equity Securities in the Company, which amount shall not exceed the Tag-along Pro Rata Portion (as defined below) of such Investor, to the Third Party Purchaser. To the extent one or more of the Investors exercise such right of participation in accordance with the terms and conditions set forth herein, the amount of Equity Securities that the Disposing Party may sell in the transaction shall be correspondingly reduced. “Tag-along Pro Rata Portion” shall mean the product obtained by multiplying (x) the aggregate amount of Shares to be transferred by the Disposing Party under the Transfer Notice following the exercise or expiration of all rights of first refusal pursuant to Section 8.2(a) to Section 8.2(d) by (y) a fraction, the numerator of which is the amount of Ordinary Shares (on an as-converted basis) held by the Investor as of the date of the Transfer Notice and the denominator of which is the amount of the Ordinary Shares (on an as-converted basis) held by the Disposing Party and all Investors entitled to exercise the tag-along right hereunder as of the date of the Transfer Notice.

(g) In the event that any Investor decides to participate in the proposed transfer to the Third Party Purchaser in accordance with Section 8.2(e) and Section 8.2(f) above, the other Parties including the Disposing Party shall take any and all actions to effect the transfer of such Equity Securities from such Investor to the Third Party Purchaser. In the event that the Third Party Purchaser does not agree to purchase such Investor’s Equity Securities, the Disposing Party shall also not sell any of its Equity Securities to the Third Party Purchaser.

(h) To the extent that the Investors have not exercised their rights to purchase all Offered Equity Securities within the time periods specified in Section 8.2(b) and Section 8.2(d), subject to the right of the Investors to exercise their rights to participate in the sale of Offered Equity Securities within the time periods specified in Section 8.2(e), the Disposing Party shall have a period of ninety (90) days from the expiration of such rights specified in Section 8.2(a) to 8.2(g) in which to sell the remaining Offered Equity Securities to the Third Party Purchaser identified in the Transfer Notice on terms and conditions (including the purchase price) no more favorable to the Third Party Purchaser than those specified in the Transfer Notice. The Parties agree that the Third Party Purchaser, prior to and as a condition to the consummation of any sale, shall execute and deliver to the Parties documents and other instruments assuming the obligations of such Disposing Party under this Agreement with respect to the Offered Equity Securities and agreeing to be bound by the terms and conditions of this Agreement and the Memorandum and Articles, and the transfer shall not be effective and shall not be recognized by any Party until such documents and instruments are so executed and delivered.

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(i) In the event the Disposing Party does not consummate the sale or disposition of any Offered Equity Securities within the time period set out in Section 8.2(h), rights of the Investors under Sections 8.2(a) to 8.2(g), as the case may be, shall be re-invoked and shall be applicable to any subsequent disposition of such Offered Equity Securities by the Disposing Party until such rights lapse in accordance with the terms of this Agreement.

(j) The exercise or non-exercise of the rights of the Investors under this Section 8.2 to purchase Equity Securities in the Company from a Disposing Party or participate in the sale of Equity Securities in the Company by a Disposing Party shall not adversely affect their rights to make subsequent purchases from the Disposing Party of Equity Securities in the Company or subsequently participate in sales of Equity Securities in the Company by the Disposing Party hereunder.

8.3 Other Parties’ Right of First Refusal, Investors’ Tag-along Right.

(a) Subject to Section 8.4 below, the Parties agree that, any Investor (the “Disposing Investor”) may sell, transfer or otherwise dispose of all or any part of its Equity Securities in the Company (the “Investor Offered Equity Securities”) to any other party subject to this Section 8.3. The Disposing Investor shall be entitled to disclose to the interested third party purchaser(s) such confidential information in relation to the Company as is necessary for the proposed transfer of its Equity Securities, provided however that (i) the Disposing Investor shall enter into a confidentiality agreement with each of the interested third party purchasers under which the latter undertakes not to disclose or use the relevant confidential information for any other purposes than purchase of the Equity Securities from the Disposing Party; and (ii) the Disposing Investor shall send a copy of any confidential information which it disclosed to the interested third party purchasers to the other Shareholders. The Disposing Investor shall give a written notice (the “Investor Transfer Notice”) to the other Shareholders and the Company specifying (i) the entire percentage of its Equity Securities in the Company which it proposes to transfer to the third party purchaser, (ii) the identity of the third party purchaser, and (iii) the price and other key terms and conditions of the proposed transfer.

(b) Each of the non-transferring Shareholders shall have an option for a period of thirty (30) days following receipt of the Investor Transfer Notice (the “Investor Acceptance Period”) to elect to purchase all or any portion of its respective pro rata share of the Investor Offered Equity Securities set out in the Investor Transfer Notice at the same price and on substantially the same terms and conditions as described in the Investor Transfer Notice, by notifying the Disposing Investor and the Company in writing before expiration of the Investor Acceptance Period as to the quantity of such Investor Offered Equity Securities that it wishes to purchase.

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(c) For the purpose of this Section 8.3, each non-transferring Shareholder’s “pro rata share” of the Investor Offered Equity Securities shall be equal to (A) the quantity of Investor Offered Equity Securities, multiplied by (B) a fraction, the numerator of which shall be the Ordinary Shares (on an as-converted basis) held by such non-transferring Shareholder on the date of the Investor Transfer Notice and the denominator of which shall be the Ordinary Shares (on an as-converted basis) held by all the non-transferring Shareholders on such date.

(d) If any non-transferring Shareholder fails to exercise its right to purchase its full pro rata share of the available Investor Offered Equity Securities, the Disposing Investor shall deliver written notice (the “Investor Second Notice”) specifying the quantity of the Investor Offered Equity Securities not purchased by the non-transferring Shareholders pursuant to Section 8.3(b) (the “Non-purchased Investor Offered Equity Securities”) within five (5) days after the expiration of the Investor Acceptance Period to the Company and to each non-transferring Shareholder that elected to purchase its entire pro rata share of the Investor Offered Equity Securities (an “Exercising Party of Right of First Refusal”). The Exercising Parties of Right of First Refusal shall have a right of re-allotment, such that they shall have ten (10) days from the date of the Investor Second Notice (the “Extended Investor Acceptance Period”) to elect to increase the quantity of Investor Offered Equity Securities that they agreed to purchase in accordance with Section 8.3(b). Such right of re-allotment shall be subject to the following conditions: each Exercising Party of Right of First Refusal shall first notify the Disposing Investor of its desire to increase the quantity of the Investor Offered Equity Securities it agreed to purchase under Section 8.3(b), stating the quantity of the additional Investor Offered Equity Securities it proposes to buy (the “Additional Investor Offered Equity Securities”). Such notice may be made by telephone if confirmed in writing within two (2) Business Days. If, as a result thereof, the total quantity of Additional Investor Offered Equity Securities the Exercising Parties of Right of First Refusal propose to buy exceeds the total quantity of the Non-purchased Investor Offered Equity Securities, then each Exercising Party of Right of First Refusal who proposes to buy more than such quantity of Additional Investor Offered Equity Securities as is equal to the product obtained by multiplying (i) the quantity of the Non-purchased Investor Offered Equity Securities by (ii) a fraction, the numerator of which is the Ordinary Shares (on an as-converted basis) held by such Exercising Party of Right of First Refusal and the denominator of which is the Ordinary Shares (on an as-converted basis) held by all Exercising Parties of Right of First Refusal (an “Over-Purchasing Party”) shall mutually agree with the other Over-Purchasing Parties on the quantity of Additional Investor Offered Equity Securities to be purchased so that the total quantity of Additional Investor Offered Equity Securities the Exercising Parties of Right of First Refusal propose to buy shall not exceed the total quantity of the Non-purchased Investor Offered Equity Securities; failing such agreement, each Over-Purchasing Party will be cut back by the Disposing Investor with respect to its over-purchase to that quantity of the Non-purchased Investor Offered Equity Securities equal to the product obtained by multiplying (i) the number of the Non-purchased Investor Offered Equity Securities available for over-purchase by (ii) a fraction, the numerator of which is the Ordinary Shares (on an as-converted basis) held by such Over-Purchasing Party and the denominator of which is the Ordinary Shares (on an as-converted basis) held by all the Over-Purchasing Parties.

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(e) Subject to Section 8, in the event of the proposed transfer by the Disposing Investor of any Equity Securities in the Company, each of the other Investors who have not exercised its right to purchase any of the Investor Offered Equity Securities shall be entitled, by written notice (the “Investor Tag-along Acceptance Notice”) given to the Disposing Investor and the Company within fifteen (15) Business Days after the expiry of the Investor Acceptance Period (or the Extended Investor Acceptance Period, as the case may be) (the “Investor Tag-along Offer Period”), to participate in such proposed transfer of any Equity Securities of the Disposing Investor to the third party purchaser, on the same terms and conditions as specified in the Investor Transfer Notice. The Disposing Investor shall provide within a reasonable period before the expiry of the Investor Tag-along Offer Period any information that the other Investors may reasonably request, taking into account the relationships among the parties involved and their competitive interests, to enable the other Investors to evaluate any non-cash consideration, if applicable, and regarding other key deal terms.

(f) If any of the other Investors wishes to participate in the transfer to the third party purchaser, such Investor (the “Exercising Investor”) shall deliver an Investor Tag-along Acceptance Notice to the Disposing Investor and the Company specifying that it desires to sell such amount of Equity Securities in the Company, which amount shall not exceed the Investor Tag-along Pro Rata Portion (as defined below) of such Exercising Investor, to the third party purchaser. To the extent one or more of the other Investors exercise such right of participation in accordance with the terms and conditions set forth herein, the amount of Equity Securities that the Disposing Investor may sell in the transaction shall be correspondingly reduced. “Investor Tag-along Pro Rata Portion” shall mean the product obtained by multiplying (x) the aggregate amount of the Equity Securities in the Company to be transferred by the Disposing Investor under the Investor Transfer Notice following the exercise or expiration of all rights of first refusal pursuant to Sections 8.3(a) to 8.3(d), by (y) a fraction, the numerator of which is the amount of Equity Securities in the Company held by the relevant Exercising Investor as of the date of the Investor Transfer Notice and the denominator of which is the amount of the Equity Securities in the Company held by the Disposing Investor and all Investors entitled to exercise the tag-along right hereunder as of the date of the Investor Transfer Notice.

(g) In the event that any Investor decides to participate in the proposed transfer to the third party purchaser in accordance with Section 8.3(e) and Section 8.3(f) above, the other Shareholders including the Disposing Investor shall take any and all actions to effect the transfer of such Equity Securities from the Exercising Investor to the third party purchaser. In the event that the third party purchaser does not agree to purchase such Exercising Investor’s Equity Securities, the Disposing Investor shall also not sell any of its Equity Securities to the third party purchaser.

(h) To the extent that the non-transferring Shareholders have not exercised their rights to purchase all Investor Offered Equity Securities within the time periods specified in Section 8.3(b) and Section 8.3(d), subject to the right of the Investors to exercise their rights to participate in the sale of Investor Offered Equity Securities within the time periods specified in Section 8.3(e), the Disposing Investor shall have a period of ninety (90) days from the expiration of such rights specified in Sections 8.3(a) to 8.3(g) in which to sell the remaining Investor Offered Equity Securities to the third party purchaser identified in the Investor Transfer Notice on terms and conditions (including the purchase price) no more favorable to the third party purchaser than those specified in the Investor Transfer Notice. The Parties agree that the third party purchaser, prior to and as a condition to the consummation of any sale, shall execute and deliver to the Parties documents and other instruments assuming the obligations of such Disposing Investor under this Agreement with respect to the Investor Offered Equity Securities, and the transfer shall not be effective and shall not be recognized by any Party until such documents and instruments are so executed and delivered.

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(i) In the event the Disposing Investor does not consummate the sale or disposition of any Investor Offered Equity Securities within the time period set out in Section 8.3(h), rights of the non-transferring Parties under Sections 8.3(a) to 8.3(d) and the Investors under Sections 8.3(e) to 8.3(g), as the case may be, shall be re-invoked and shall be applicable to any subsequent disposition of such Investor Offered Equity Securities by the Disposing Investor until such rights lapse in accordance with the terms of this Agreement.

(j) The exercise or non-exercise of the rights of the non-transferring Shareholder under Sections 8.3(a) to 8.3(d) to purchase Equity Securities in the Company from a Disposing Investor or the Investors under Sections 8.3(e) to 8.3(g) to participate in the sale of Equity Securities in the Company by a Disposing Investor shall not adversely affect their rights to make subsequent purchases from the Disposing Investor of Equity Securities in the Company or subsequently participate in sales of Equity Securities in the Company by the Disposing Investor hereunder.

8.4 Drag-along Right

(a) Following the date of the fifth anniversary of the date of this Agreement, if any Investor (the “Proposing Investor”) intends to transfer the Equity Securities held by it in the Company to a bona fide third party (for the avoidance of doubt, such bona fide third party shall not include any Shareholder or its Affiliates) provided that the Equity Securities in the Company that such bona fide third party proposes to buy (the “Drag-along Amount”) exceeds fifty percent (50%) of the total amount of Equity Securities in the Company, and the value of the Company will exceed USD450,000,000 when conducting the above transfer of more than fifty percent (50%) of the Equity Securities in the Company to a bona fide third party, subject to the consents of the Shareholders holding fifty percent (50%) or more of the Equity Securities in the Company (the “Shareholder Consent”), all Shareholders other than the Proposing Investor (the “Selling Shareholders”) shall sell the Equity Securities of the Company to such bona fide third party at the same price and on the same conditions as the Proposing Investor together with the Proposing Investor on a pro rata basis, and procure the Directors appointed by them to vote in favor of such transfer of the Equity Securities in the Company and such transfer being a Deemed Liquidation Event. The “pro rata share” as used herein, in respect of each Shareholder (including the Selling Shareholders and the Proposing Investors), shall be the product obtained by multiplying (A) the Drag-along Amount, by (B) a fraction, the numerator of which is the amount of Ordinary Shares (on an as-converted basis) held by each shareholder as of the date of Shareholder Consent and the denominator of which is the total amount of the Ordinary Shares (on an as-converted basis) held by all of the Shareholders of the date of Shareholder Consent. In respect of all the consideration received from the sale of the Equity Securities in the Company by the Shareholders in accordance with the provisions in this section, each Party agrees to ensure that such consideration shall be distributed to the Investors within ninety (90) days upon the occurrence of such transfer of the Equity Securities in the Company in the order and amount specified in Liquidation Preference.

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(b) Following the date of the fifth anniversary of the date of this Agreement, if any Investor intends to propose a Deemed Liquidation Event other than the transfer of the Equity Securities in the Company prescribed in Section 8.4(a) above, and the Company is valued at more than USD450,000,000 when such Deemed Liquidation Event takes place, subject to the consents of the Shareholders holding fifty percent (50%) or more of the Equity Securities in the Company, all Shareholders shall procure the Directors appointed by them to vote in favor of such Deemed Liquidation Event. Furthermore, all of the Shareholders shall, and shall procure that each Director appointed by such Shareholder will, approve the Deemed Liquidation Event and execute all necessary agreements and documents and take all necessary actions in furtherance of and to effect such Deemed Liquidation Event.

(c) With respect to the sale of the Equity Securities in the Company to a bona fide third party under subsection (a) above, each of the Shareholders will be required to:

(i) make representations and warranties on the following matters with respect to such transaction: (x) it is entitled to the ownership of the Equity Securities proposed to be sold, and possesses all of the authorizations to sell such Equity Securities; and (y) such sale will not constitute a material breach of any material contract to which any of such Shareholders is a party;

(ii) obtain any consent or approval which will not result in incurring significant amount of expenditure; and

(iii) pay for its pro rata share of expenses in connection with the engagement of the legal counsels (but if all consideration that any Principal Holding Company receives from the transfer of the Equity Securities in the Company held by it under Section 8.4(a) above has been distributed to the Investors in accordance with the Liquidation Preference, such Principal Holding Company shall not bear the expenses incurred under this Section 8.4(c)(iii)).

(d) In respect of any transfer of the Equity Securities in the Company in accordance with Section 8.4(a) above, the Selling Shareholders and the Proposing Investor hereby waive their respective right of first refusal under Section 8.3 above, and irrevocably consent to such transfer.

(e) Any transfer of the Equity Securities of the Company in accordance with Section 8.4(a) above shall not be made to the following entities or their holding companies or affiliates that are Controlled by them: Amazon / Joyo, Baidu, eBay / Paypal, Facebook, Google, Yahoo! Inc., Microsoft, Tencent, 360Buy/Jingdong, Wal-Mart, Yihaodian, Suning, Dang Dang, Global Sources, Qihoo / 360.cn, and VANCL. Notwithstanding the foregoing, if Ali participates in the transfer of the Equity Securities in the Company to any of the above entities pursuant to Section 8.4(a) above hereof, such transfer pursuant to Section 8.4(a) above shall be exempted from the transfer restrictions under this subsection.

8.5 Transfer to Affiliates

(a) Notwithstanding provisions in Section 8.3 and Section 8.4 above, any Investor shall be free to transfer all or any part of its Equity Securities in the Company to an Affiliate; in respect of Goldman Sachs, Infinity, Crescent, Stelca and SoftBank, other than the transfer to its Affiliates, Goldman Sachs, Infinity, Crescent, Stelca or SoftBank also has the right to transfer all or any part of its Equity Securities in the Company to such Investors’ and/or its fund manager’s and/or its Affiliates’ subsidiary, Affiliates, parent, partner, shareholder, member, limited partner, fund manager, or venture capital fund or private equity fund now or hereafter existing which is under common Control of one or more general partners or shares the same management company with Goldman Sachs, Infinity, Crescent, Stelca or SoftBank; provided that (i) the transferor gives a prior written notice to the other Shareholders and the Company specifying the reason for the transfer; (ii) such Affiliate or the transferee provided in this Section 8.5(a) agrees to be bound by this Agreement; and (iii) such Affiliate or the transferee prescribed in this Section 8.5(a) shall not be among the following entities or companies Controlling such entities or affiliated companies that are controlled by such entities.: Amazon/Joyo, Baidu, eBay/Paypal, Facebook, Google, Yahoo! Inc., Microsoft, Tencent, 360Buy/Jingdong, Wal-Mart, Yihaodian, Suning, Dang Dang, Global Sources, Qihoo/360.cn, and VANCL.

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(b) If a permitted transferee of Equity Securities in the Company pursuant to Section 8.5(a) at any time ceases to be an Affiliate of the transferring Investors or to possess the capacity provided in Section 8.5(a), the transferring Investors shall ensure that the transferee shall immediately transfer such Equity Securities in the Company back to the transferring Investors.

(c) In respect of any transfer pursuant to Section 8.5(a) above, each of the other non-transferring Shareholders hereby waives its rights under Section 8.3 and Section 8.4 above (including the right to receive the Investor Transfer Notice and to exercise the right of first refusal or participate in the transfer), and irrevocably consents to such transfer.

9. Obligation to Purchase and Transfer to Third Party Purchaser.

9.1 In the event that any Redemption Event occurs, each of the Investors shall have the right, but not the obligation, to request the redemption of all or any part of its then outstanding Preferred Shares in accordance with Article 8.5 of the Memorandum and Articles. The Company shall, upon the request of any of the Investors, redeem the Preferred Shares at a price, and in accordance with the procedures, set forth in Article 8.5 of the Memorandum and Articles.

9.2 In the event that any Redemption Event occurs and the Company has not fully redeemed the holders of Preferred Shares pursuant to Article 8.5(A)(1) of the Memorandum and Articles, each of the holders of Preferred Shares shall have the right, but not the obligation, to request the Key Holders to purchase, and the Key Holders, shall, upon such request, purchase, from such holder such remaining unredeemed Preferred Shares held by such holder at the applicable Redemption Price pursuant to Article 8.5(A)(2) of the Memorandum and Articles.

9.3 If any holder of Preferred Shares exercises its Redemption Rights or its Shortfall Purchase Rights but the Company and the Key Holders fail to fully redeem or purchase the Redeeming Preferred Shares at the Redemption Price within sixty (60) Business Days after the Redemption Notice or the Shortfall Notice (as applicable), or such redemption or Shortfall Purchase fails to be completed within such period, for whatsoever reason, such holder of Preferred Shares shall have the right to transfer the Redeeming Preferred Shares not redeemed or purchased by the Company or the Key Holders (as applicable) to a third party purchaser. In such an event, Section 8.3 (except for Sections 8.3(e) to 8.3(g)) and Section 8.4 shall apply.

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10. Information and Inspection Rights; Regulatory Notice.

10.1 Information Right. The Company shall provide to each Party:

(a) within three (3) months after the end of each fiscal year, the consolidated audited balance sheet, profit and loss account and cash flow statement of the Group Companies, and a management report including a comparison of the financial results of such fiscal year with the corresponding results of last year and other information required by Law or the Board;

(b) within ten (10) days after the end of each month, the un-audited management accounts of the Group Companies and an operation report as to the current business operation status in the form satisfactory to the Board, and a comparison of the financial results of such month with the corresponding monthly budget;

(c) on the last day of each quarter, the latest form of shareholding structure certified by the chief executive officer of the Company;

(d) within forty-five (45) days after the end of each quarter, the consolidated balance sheet, profit and loss account and cash flow statement of the Group Companies, un-audited management accounts of the Group Companies including a comparison of the financial results of such fiscal quarter with the corresponding results of last year and other information required by law or the Board, and a report prepared by the chief executive officer of the Company of the evaluation of the operation progress of such quarter and the forecast of the current and the next quarter;

(e) at least thirty (30) days before the end of a fiscal year, the consolidated operating budget of the coming year regarding the Group Companies, such budget shall forecast the (i) income, expense and cash condition, in each case, month by month, as well as (ii) profit and loss statement, balance sheet, cash flow statement, and, if applicable, segment information of the Group Companies, in each case, annually; and

(f) the information and data reflecting the operational and financial status of the Company as per reasonable request of such Party from time to time, provided that the requesting Party shall bear the obligations and liabilities in respect of the protection of the commercial secrets of the Company.

Further, the Company shall use its best efforts to provide each Party, at least thirty (30) days before the end of a fiscal year, the Group Companies’ projected profit and loss statement, balance sheet, cash flow statement, and, if applicable, segment information for each of the following two (2) years after the next fiscal year.

10.2 Inspection Right and Independent Auditing Right

(a) Each Party shall have the right to inspect, or designate its accountant or advisors to inspect, the books of accounts and other financial records of any Group Company at any time during normal business hours by giving prior notice and take such copies thereof as it may require, provided that such inspection shall be conducted at the cost of the relevant requesting Party and shall not unreasonably affect the ordinary business operation of the Company, and the other Parties shall, and shall procure the relevant Group Company shall, provide all reasonable assistance to such accountants or advisors.

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(b) Upon the submission of the audited financial statements of the year by the Company, any Investor is entitled to conduct an independent audit of the Company’s financial status at such Investor’s own expense by ten (10) days prior notice. The independent auditor appointed by the Investors shall be one of the Big Four accounting firms (PWC, KPMG, E&Y, Deloitte) or Li Xin Accounting Firm and shall not be the auditor of the Company, and the independent auditor shall have the right to inspect all the relevant financial records, documents and other materials of the Group Companies and to inspect any place and facility of the Group Companies. Such audit shall take place during business hours of the respective Group Company and the impact of such audit on the respective Group Company’s ordinary business operation shall be minimized. Any dispute arising from such independent audit can be submitted to the Board for discussion and settlement.

If the difference between the result of the aforesaid independent auditing and the auditing report of the Company’s auditor exceeds 10%, any Investor shall be entitled to submit such dispute to the Board of the Company and seek settlement within thirty (30) days after the submission of the dispute.

10.3 Regulatory Notice. The Company and the Key Holders shall keep the Investors informed, in a timely manner, of any events, discussions, notices or changes with respect to any tax (other than ordinary transactions which could reasonably be expected not to be material to the Group Companies), criminal or regulatory investigation or action involving the Group Companies, so that the Investors will be able to take appropriate measures to avoid or mitigate any regulatory consequences to them that might arise from such criminal or regulatory investigation or action and the Company shall reasonably cooperate with the Investors, other Group Companies and their respective Affiliates in an effort to avoid or mitigate any cost or regulatory consequences that might arise from such investigation or action (including by reviewing written submissions in advance, attending meetings with authorities, coordinating and providing assistance in meeting with regulators and, if requested by the Investors, making a public announcement of such matters).

11. Board of Directors.

11.1 Board Composition.

(a) The Company shall have, and the Shareholders hereto agree to cause the Company to have a Board consisting of seven (7) authorized Directors with the composition of the Board determined as follows: one (1) of whom shall be appointed by Goldman Sachs, one (1) of whom shall be appointed by Crescent, one (1) of whom shall be appointed by Ali, one (1) of whom shall be appointed by SoftBank, and the remaining three (3) shall be appointed by the Principal Holding Companies each of whom shall be entitled to appoint one (1) Director. If, for the purpose of Qualified IPO, the size of the Board of the Company needs to be increased to contain a certain number of independent directors to satisfy the requirements of any applicable listing rules, all Shareholders shall procure the Directors appointed by them to adopt all necessary resolutions and /or execute other necessary documents with respect to the addition of such number of independent directors, provided however that the Directors appointed by the above Investors who has already taken office prior to the addition of such independent directors shall not be dismissed and each of the above Investors shall not be deprived of its respective right to appoint one (1) Director to the Board of the Company in any event. Each Party agrees that if an Investor (together with its Affiliates) holds less than 5% of the Equity Securities in the Company, it shall be immediately deprived of its right to appoint Director(s) to the Board of the Company. For the avoidance of doubt, for purpose of this section, the percentage of the equity interest in the Company held by Goldman Sachs shall be the sum of the percentage of the Equity Securities in the Company held by GSIP and GSPO.

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(b) Each Director shall be appointed for a term of three (3) years and may serve consecutive terms if reappointed by the Shareholder or Shareholders which originally appointed such Director. The Shareholder or Shareholders may remove the Director appointed by it or them. If a seat on the Board is vacated by the retirement, resignation, illness, disability or death of a Director or by the removal of such Director, the Shareholder or Shareholders which originally appointed such Director shall appoint a successor to serve out such Director’s term.

(c) The chairman of the Board shall be one of the Directors appointed by the Principal Holding Companies, nominated jointly by the Principal Holding Companies, and elected by the Board for a term of three (3) years. The chairman shall exercise his or her authority within the scope authorized by the Board. If the chairman is unable to perform his or her responsibilities for whatever reason, he or she shall designate another Director to perform his or her responsibilities temporarily in accordance with this Agreement and the Memorandum and Articles.

(d) Each Shareholder shall take any and all actions and execute any and all documents to effect the appointment of Directors by the Shareholders in compliance with this Section 11.1.

(e) Each of Ali, New Access Qianjing, Crescent, Infinity and SoftBank shall have the right to respectively appoint one (1) Board observer, and Goldman Sachs shall have the right to jointly appoint one (1) Board observer. Ali, New Access Qianjing, Crescent, Goldman Sachs, Infinity and SoftBank shall also have the right to dismiss or replace the Board observers they appointed. The Board observer is entitled to participate in all Board meetings and the same rights as the Directors on receiving Board meeting notice and meeting materials; provided, however, that such Board observer shall have no voting power and shall enter into a non-disclosure agreement in form and substance satisfactory to the Board. If a Board observer is unable to attend a regular or interim meeting of the Board, such Board observer shall appoint by means of a valid proxy another person to attend in such absent observer’s place. The person appointed by the Board observer shall have the same rights as the Board observer he or her represents and shall enter into a non-disclosure agreement in form and substance satisfactory to the Board. For the avoidance of doubt, if either GSIP or GSPO no longer acts as the Shareholder, the other party shall not be deprived of the right to appoint one (1) observer who is entitled to participate in all Board meetings.

(f) The Director appointed by Ali can concurrently hold the post of a director of any other entity where Ali or its Affiliates have equity interest without prior consent of the Company or the other Shareholders, provided that (i) the Director shall act in good faith and in strict compliance with his or her fiduciary duty to and be bound by the confidentiality obligations (as requested by the Company) to the Company; and (ii) the Director shall not hold the post of a director or any senior management position in any of the following companies or its Affiliates: 360Buy/Jingdong, Vancl, Dang Dang, Amazon / Joyo, Yi-Inc , Wuzhou Online , Nanjing Bangbo and Guxing e-Commerce ..

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11.2 Meetings of the Board

(a) The Board shall convene at least one regular meeting per quarter. Regular Board meetings shall be convened by the chairman (or a Director designated by the chairman in the absence of the chairman) by giving at least fifteen (15) days’ prior notice to all Directors by wire, facsimile, e-mail, telephone or in writing, of the agenda, place and time of regular meetings for which the agenda, place and time have not been set by the Board in advance. Notices by telephone shall be immediately followed by confirmation in writing, unless such written confirmation is waived by the Directors. The attendance of a Director at a Board meeting shall be deemed to constitute the receipt by such Director of the notice or the waiver by such Director of his or her right to receive the relevant prior notice regarding such meeting.

(b) Interim meetings of the Board shall be called and held if the chairman of the Board, or one Director determines that an interim meeting is necessary. The period between the calling of an interim meeting and the actual meeting shall be no less than fifteen (15) days. This period can be shortened in urgent cases, provided that no Director objects thereto. Interim meetings shall be called by the chairman by wire, facsimile, e-mail, telephone or in writing, by indicating the agenda, place and time of the meeting. Invitations by telephone shall be immediately followed by confirmation in writing, unless such written confirmation is waived by the Directors.

(c) Any meeting, regular or interim, of the Board, may be held by conference telephone or similar communication equipment so long as all Directors participating in the meeting can hear and communicate with one another. All such Directors shall be deemed to be present in person at the meeting.

(d) A written resolution may be adopted by the Board in lieu of a Board meeting, if such resolution is sent to all Directors of the Board and affirmatively signed and adopted by the number of Directors necessary to make such a decision. For the avoidance of doubt, if a Director or his or her valid proxy fails to sign and return such written resolution to the Company within the time limit as reasonably requested by the Board, or if he or she approves the resolution with any modifications thereto, such Director shall be deemed to have voted against the proposed resolution.

(e) The chairman, or a Director designated by the chairman in the absence of the chairman, shall convene and preside over both regular and interim meetings of the Board.

(f) The Board shall hold its regular and interim meetings at the Company’s office or any other place as reasonably determined by the chairman of the Board.

(g) Each meeting of the Board requires a quorum of five (5) Directors, which must include the four (4) Directors appointed by the Investors. Decisions adopted at any Board meeting at which a quorum is not present are invalid. Each Director shall have one vote and the chairman shall not have a casting vote. Notwithstanding the foregoing, if a quorum is not present (in person or by proxy) within fifteen (15) minutes of the scheduled start of a meeting of the Board, such meeting shall adjourn and reconvene fifteen (15) days later at the same place. If a quorum is not present (in person or by proxy) within fifteen (15) minutes of the scheduled start of the reconvened meeting, any two-thirds (2/3) of all Directors shall constitute a quorum for such Board meeting, but the Director who is absent from the meeting shall not be deemed to have voted in favor of any matter discussed by the Board meeting for the purpose of Section 12.2 or Section 12.3 below.

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(h) If a Director is unable to attend a regular or interim meeting of the Board, such Director shall appoint by means of a valid proxy another person to attend in such Director’s place. Such person shall be entitled to perform all the functions of the Director he/she represents. For the purpose of the quorum requirement, the proxy shall be deemed to be a Director.

(i) Board meetings shall be conducted in Chinese and English. Minutes of all meetings and written resolutions of the Board shall be in both English and Chinese and shall be kept in the minutes book of the Company at the Company.

11.3 Board of Subsidiaries. The Shareholders that are entitled to appoint members of the Board pursuant to Section 11.1 shall be entitled to appoint the same number of members of board of directors of any Subsidiary of the Company. The articles of association of each Subsidiary of the Company established in the PRC shall be modified and filed with the competent government Authority of the PRC to update the provision regarding composition of its board of directors and, to the extent permitted by and applicable under the PRC Laws, to include substantially the same provisions as Section 12 as soon as practicable. The Group Companies and the Key Holders shall provide the Investors with a true copy of the written acknowledgment of receipt of application for such filing issued or endorsed by the relevant Registration Authority of the PRC and a true copy of the updated articles of association of each Subsidiary of the Company as soon as practicable.

12. Protective Provisions.

12.1 Acts Requiring Shareholders Approval. The following matters of the Group Companies (except for those matters limited to the Company as specifically set forth below) shall be approved by each of (a) the holders of a majority of the then-outstanding Series A Preferred Shares (voting together as a single class and on an as-converted basis), (b) the holders of a majority of the then-outstanding Series B Preferred Shares (voting together as a single class and on an as-converted basis), (c) the holders of a majority of the then-outstanding Series C Preferred Shares, (d) the holders of a majority of the then-outstanding Series D Preferred Shares (voting together as a single class and on an as-converted basis), and (e) the holders of a majority of the then-outstanding Ordinary Shares:

(a) any amendment to the Memorandum and Articles;

(b) termination, dissolution or liquidation of the Company;

(c) increase or decrease of any authorized capital or registered capital, as the case may be, of any Group Company;

(d) merger, amalgamation, consolidation or reorganization of the Company with other Persons or de-merger of the Company;

(e) any amendment or change of the rights, preferences, privileges, powers, limitations or restrictions of or concerning, or the limitations or restrictions provided for the benefit of, any series of Preferred Shares in issue;

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(f) any action that authorizes, creates or issues (A) any class or series of Equity Securities having rights, preferences, privileges, powers, limitations or restrictions superior to or on a parity with any series of Preferred Shares in issue, whether as to liquidation, conversion, dividend, voting, redemption, or otherwise, or any Equity Securities convertible into, exchangeable for, or exercisable into any Equity Securities having rights, preferences, privileges, powers, limitations or restrictions superior to or on a parity with any series of Preferred Shares in issue, whether as to liquidation, conversion, dividend, voting, redemption or otherwise, or (B) any other Equity Securities of any Group Company except for (1) the Conversion Shares, (2) the Equity Securities issued pursuant to the Share Subscription Agreement, and (3) the Equity Securities issued pursuant to the ESOP;

(g) any action that reclassifies any outstanding shares into shares having rights, preferences, privileges, powers, limitations or restrictions senior to or on a parity with any series of Preferred Shares in issue, whether as to liquidation, conversion, dividend, voting, redemption or otherwise;

(h) any direct or indirect transfer, pledge or disposal of the Equity Securities by any Key Holder;

(i) change of the number or composition of the Directors of the Board;

(j) the entering into of a restructuring plan with any creditor, or commencement of winding up proceedings or such similar bankruptcy proceedings;

(k) liquidation, dissolution or winding up of any Affiliates of the Company, or effecting of any Deemed Liquidation Event; and

(l) any action by the Company or a Group Company, as applicable, to authorize, approve, or enter into any agreement or obligation with respect to any of the actions listed above.

For the purpose of this Section 12.1 only, (i) as long as Crescent (together with its Affiliates) holds no less than 5% of the Equity Securities in the Company, Crescent shall be deemed as the holder of a majority of the then-outstanding Series B Preferred Shares (voting together as a single class and on an as-converted basis) and have the voting rights equal to the aggregate voting power of all other holders of Series B Preferred Shares plus one, and (ii) as long as Goldman Sachs (together with its Affiliates) holds no less than 5% of the Equity Securities in the Company, it shall be deemed as the holder of a majority of the then-outstanding Series C Preferred Shares (voting together as a single class and on an as-converted basis) and have the voting rights equal to the aggregate voting power of all other holders of Series C Preferred Shares plus one. For the avoidance of doubt, such right of Crescent or Goldman Sachs shall be nontransferable upon transfer of any Equity Securities by Crescent or Goldman Sachs to its respective non-Affiliate or assignment to any other non-Affiliated party of any right and/or obligation by Crescent or Goldman Sachs under the Transaction Documents.

Notwithstanding anything to the contrary contained herein, where any act listed in Section 12.1(a) through (k) (inclusive) above requires the approval of the Shareholders by an ordinary resolution or a special resolution in accordance with the Applicable Laws, and if the Shareholders vote in favor of such act but the approval as required in Section 12.1 has not been obtained, then the Shareholders voting against such resolution in aggregate shall, in such vote, have the voting rights equal to the aggregate voting power of all the Shareholders who voted in favor of such act plus one

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12.2 Acts Requiring Supermajority Approval by the Board. The following matters of the Group Companies (except for those matters limited to the Company as specifically set forth below) shall be approved by the Board by the affirmative votes of at least two-thirds of the Directors, which shall at least include four (4) Directors appointed by the Investors:

(a) termination, or material modification or waiver of, or material amendment to any Control Documents;

(b) adoption or implementation of any new employee or management equity incentive plans (including the amendment of the ESOP and any other employee equity incentive plans);

(c) any change of Principal Business of the Group Companies which is outside the ordinary course of business, including change of Principal Business, entering into the business outside the scope of the Principal Business or exiting from the existing Principal Business;

(d) the entering into of any partnership, profit sharing agreement or joint venture agreement other than any strategic alliance not involving any equity or equity-related investment;

(e) redemption or repurchase of any Equity Securities of the Company (other than any repurchase of Equity Securities from former employees or consultants in connection with the cessation of their employment/services at the lower of fair market value or cost, or any redemption of Equity Securities in the Company as prescribed in the Memorandum and Articles);

(f) any investments other than the investments of the prime commercial paper, money market fund, deposit slip of any international banks whose net asset exceeds USD1,000,000,000, debenture guaranteed or issued by the US Government or other sovereign governments (other than the investments within the ordinary business scope of the Group Companies), in each case having a maturity not in excess of two years;

(g) (i) merge, amalgamate or consolidate the Group Companies (other than the Company) with any other Person, or the de-merger of any Group Company (other than the Company), (ii) sell, transfer or otherwise dispose of the Group Companies or any material asset or goodwill of the Group Companies, or (iii) sell, transfer, pledge, dispose of, or issue any equity or other ownership interest in (or any right, warrant, or option therefor) any direct or indirect Subsidiary of the Company, provided that the transaction or a series of related transactions in (i), (ii) or (iii) shall not constitute a Deemed Liquidation Event;

(h) sale, disposal or purchase of any Group Company’s assets the book value of which is in excess of 5% of the total assets of the Group Companies in aggregate, or any asset the book value of which is less than 5% of the total assets of the Group Companies in aggregate but is material to the Group Companies and their business and the lack of which will have a Material Adverse Effect to the Group Companies and its business; or grant of operation right of such assets to any third party;

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(i) creation of any debt or guarantee any indebtedness, except for trade accounts of the Company arising in the ordinary course of business;

(j) creation of any Liens over assets to serve any indebtedness otherwise permitted or previously approved pursuant to paragraph (i) above;

(k) any transaction involving granting of exclusive rights or any transaction or any non-monetary transaction involving granting of material rights to a third party;

(l) declaration or payment of dividends or other distributions;

(m) the conclusion or entering into of any commercial, financial or strategic transaction, including off-balance sheet transactions, which may have a Material Adverse Effect;

(n) any new transaction between the Company and any of its Affiliates, Related Parties, employees or any associates of the above Persons (as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934 of United States), other than the above transactions conducted on an arm’s length basis. In avoidance of any doubt, more than two thirds of the Directors of the Board (including the three (3) Directors appointed by the Investors) shall have the right to determine whether such transactions are conducted on an arm’s length basis;

(o) any loan or advance other than trade credit given in the ordinary course of business to any Related Party (except wholly-owned Subsidiaries) or any third party, or any loan or other type of financing borrowed from any Related Party (except wholly-owned Subsidiaries) or any third party;

(p) possession of equity, rights or any other securities of any companies, partnerships or other entities (except for the Subsidiaries) by the Company;

(q) approval of remuneration, gratuity, pensions to any Director or any of the Management Shareholders;

(r) approval or change of the remunerations of the top five (5) senior management personnel of the Company or other Key Employees;

(s) engagement or change of the auditor of the Company;

(t) engaging investment banks(s), selecting the listing exchange and underwriter(s) for a public offering, or approval of the valuation or any material terms and conditions for a public offering valuation of the Company and other material terms and conditions for the public offering of the Company;

(u) establishment of any Subsidiaries (except wholly owned Subsidiaries established for purposes relevant to the carrying out of the ordinary business of the Company);

(v) alteration, amendment or revocation of the article of association of any Subsidiary;

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(w) determination of the directors to be appointed by the Company to its Subsidiaries;

(x) review and approval of the Company’s annual fiscal budget and business plan, which have been provided to the Investors, and any amendment thereof;

(y) any transaction of which the payment is no less than RMB100,000 (or equivalent), or the total accumulative amount is no less than RMB500,000 (or equivalent) outside of the approved annual fiscal budget and business plan;

(z) making any one donation in an amount no less than RMB50,000 (or equivalent) or, more than one donation in an aggregate amount no less than RMB200,000 (or equivalent) in any fiscal year;

(aa) purchase of any real property;

(bb) any sale, transfer, license, pledge or encumbrance of any technology or intellectual property other than in the ordinary course of business;

(cc) commencement, termination or settlement of any litigation, arbitration, other dispute, or administrative proceeding involving the claimed liabilities in an amount of RMB200,000 (or equivalent) or above, or having a material impact on the business of the Company;

(dd) creation or giving authorization of the creation of any debenture (other than the equipment leasing and bank loan);

(ee) any change of accounting principles and policies except for the purposes of complying with the statutory requirements; and

(ff) any action by the Company or a Group Company, as applicable, to authorize, approve, or enter into any agreement or obligation with respect to any of the actions listed above.

12.3 Acts Requiring Consultation. The following matters of the Group Companies shall be first consulted with Ali, Crescent, Goldman Sachs and SoftBank before being presented to the Board for voting, and the proposal then presented to the Board for voting shall fully reflect the opinions raised by the above-mentioned Investors. After the consultation, such matters shall be approved by the Board by the affirmative votes of at least two-thirds of the Directors, which shall at least include three (3) Directors appointed by the Investors (notwithstanding the foregoing, if any resolution regarding the following matters adopted by at least two-thirds of the Directors, including three (3) Directors appointed by the Investors, has and only has adverse impact on the Investor who has caused the Director designated by it to veto such matter, upon explanation of such adverse impact by such Investor in writing, such resolution adopted by the Board shall not have any legal effect and all Parties shall endeavor to resolve the relevant matters through amicable negotiation):

(a) investment in or acquisition of any other companies or material assets in an amount of RMB2,000,000 (or equivalent) or more in one transaction or in a series of related transactions within any 12-month period;

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(b) appointment, dismissal or replacement, engagement or removal of any legal representative and senior management personnel (such senior management personnel shall have the authority to participate in major policymaking functions of the Group Companies in their respective capacity other than Directors), including engagement or removal of the chief executive officer, general manager, the deputy general manager(s), the chief operating officer, the chief technical officer, and the chief financial officer (or financial controller) upon the nomination or recommendation of the chief executive officer; and

(c) approval of the Company’s annual budget and business plan.

12.4 Other Matters. Decisions involving the matters other than those in Sections 12.1 to 12.3 (inclusive) hereof shall be approved by a simple majority of affirmative votes of the Directors present in person or by proxy at a duly convened Board meeting, provided that in case of deadlock, the Directors shall endeavor to resolve the deadlock through amicable negotiation.

13. Non-competition.

13.1 Non-Competition of the Key Holders.

(a) The Key Holders hereby undertake that, in any territory, and during the term prescribed in Section 13.2 below, any and all of the Key Holders and the Key Employees shall not, and shall procure that its Affiliates shall not, either alone or jointly with, through (including through direct or indirect ownership of equity) or on behalf of (whether as director, partner, consultant, manager, employee, agent or otherwise) any Person, directly or indirectly:

(i) carry on or be engaged in or concerned or interested in any business which is in competition with the business of any of the Group Companies (the “Business”);

(ii) be in any way involved, including through direct or indirect ownership of equity, in any business that competes with the Business without the prior written consent by the Investors;

(iii) conduct the following activities during the term of this Agreement which compete with the Business;

(iv) procure orders from any person who is a customer, supplier, distributor or agent of any Group Company at any time during the term of this Agreement;

(v) have business dealing with any Person who is a customer of any Group Company at any time during the term of this Agreement;

(vi) procure directly or indirectly any other Person to procure orders from or have business dealing with any Person who is or has been a customer of any Group Company at any time during the term of this Agreement;

(vii) engage or employ, or solicit or contact with a view to the engagement or employment any Person who is or has been an employee, officer or manager of the Group Company at any time during the term of this Agreement;

(viii) do or say anything which is harmful to the reputation of any Group Company which may lead any Person to cease to deal with the Group Company; or

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(ix) use any similar word in such a way as is likely to be confused with the name of or used in business operation by any Group Company or use such words to establish or otherwise set up any corporation, entity or domain name.

For the avoidance of doubt, more than two-thirds of the Directors of the Board shall have the right to determine (with the consent of the three (3) Directors appointed by the Investors) whether there exists competition between such entities or companies (other than the Group Companies) in which any of the Principals or the Key Employees holds a position and the business conducted or likely to be conducted from time to time by the Group Companies, or the activities or actions conducted by the Key Holders, the Key Employees or their Affiliates constitute competition with the Business.

(b) No Management Shareholder or Key Employee may hold any position in any entities or companies (other than the Group Companies), which are in competition with the Business conducted or to be conducted from time to time. For avoidance of doubt, more than two-thirds of the Directors of the Board shall have the right to determine (with the consent of the three (3) Directors appointed by the Investors) whether there exists competition between such entities or companies (other than the Group Companies) in which any Management Shareholder or the Key Employee holds a position and the business conducted or likely to be conducted from time to time by the Group Companies.

13.2 Separate and Independent Restriction.

(a) Each of the restrictions set forth in Section 13.1(a) above shall constitute an entirely separate and independent restriction on the Principals, the Key Employees and their respective Affiliates and shall continue to apply to each of the Principals, the Key Employees and their respective Affiliates during the period that each of the Principals, the Key Employees and their respective Affiliates holds, directly or indirectly, any Equity Securities in, establishes or maintains employment relationship with or takes the office of director of, any of the Group Companies, and for a period of two (2) years from the latest date of: (i) when such party ceases to directly or indirectly hold any Equity Securities in any of the Group Companies; (ii)when such party terminates his or her employment with any of the Group Companies; or (iii) when such party ceases to be a director of any of the Group Companies.

(b) The Principals shall procure the employment contracts of the Key Employees to be amended to include the restriction provided in Section 13.1(a) and Section 13.2 above.

13.3 Non-Competition of the Investors. Each of the Investors agrees that, if the Company undertakes a Qualified IPO, such Investor shall take any and all necessary actions to comply with the statutory requirements under the Applicable Laws on non-competition with the business of the Company and any other requirements of the regulatory authorities in this respect for the purpose of the successful completion of the Qualified IPO.

14. Confidentiality

14.1 Disclosure of Terms. The terms and conditions of the Transaction Documents, any term sheet or memorandum of understanding entered into pursuant to the transactions contemplated hereby and thereby, and all exhibits and schedules attached to such documents (collectively, the “Financing Terms”), including their existence, shall be considered confidential information and shall not be disclosed by any Party hereto to any third party except in accordance with the provisions set forth below, provided that such confidential information shall not include any information that is in the public domain other than caused by the breach of the confidentiality obligations hereunder.

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14.2 Press Releases. No announcements regarding the Financing Terms or any of the Investors’ investment in the Company may be made by any Party hereto in any press conference, professional or trade or other publication, in any media either oral or written, without the prior written consent of the Company and all of the Investors.

14.3 Permitted Disclosures.

(a) Notwithstanding the foregoing, the Company may disclose (i) the existence of the investment to its bona fide prospective purchasers, bankers, lenders, accountants, legal counsels and business partners, or to any person or entity to which disclosure is approved in writing by all of the Investors, provided that such approval shall not be unreasonably withheld; and (ii) the Financing Terms to its current shareholders, bankers, lenders, accountants and legal counsels, in each case only where such Persons are under appropriate nondisclosure obligations substantially similar to those set forth in Section 14, or to any Person to which disclosure is approved in writing by all of the Investors, which approval shall not be unreasonably withheld.

(b) The Investors may disclose the existence of the investment and the Financing Terms to any of their respective Affiliates, partners, limited partners, potential partners, potential limited partners, legal counsels and financial advisors. Without prejudicing the generality of the foregoing, Goldman Sachs, Infinity, Crescent and Stelca may disclose the existence of the investment and the Financing Terms to such Investors’ and/or its fund manager’s and/or the Affiliates’ subsidiary, Affiliate, parent, partner, shareholder, member, limited partner, fund manager, retired partner, retired member or shareholder, legal counsel, fund manager auditor, insurer, accountant, consultant, officer, director, employee, investor, bona fide potential investor, counsel or advisor, or any venture capital or private equity fund now or hereafter existing which is under common Control of one or more general partners or shares the same management company with Goldman Sachs, Infinity, Crescent or Stelca.

(c) Notwithstanding Sections 14.1 and 14.2 and subject to Section 15.2, either the Company or Softbank may disclose the existence of the Share Subscription Agreement and transactions contemplated therein provided that the Company and Softbank shall have approved the content, manner and timing of such disclosure, provided further that (x) the written consent of Goldman Sachs shall be required for any such disclosure which (i) uses, including in any advertisement, publicity or otherwise the name of Goldman, Sachs & Co. or any trademark, trade name, service logo or symbol (or any abbreviation or simulation thereof) of Goldman Sachs and any of its Affiliates or (ii) includes any statement, reference or inference to any involvement by Goldman Sachs in the Company, its business operations or any transactions therewith (including, but not limited to, Goldman Sachs’ investment in the Company), and (y) the written consent of Ali shall be required for any such disclosure which (i) uses, including in any advertisement, publicity or otherwise the name of Ali or any trademark, trade name, service logo or symbol (or any abbreviation or simulation thereof) of Ali and any of its Affiliates or (ii) includes any statement, reference or inference to any involvement by Ali in the Company, its business operations or any transactions therewith (including, but not limited to, Ali’s investment in the Company).

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Notwithstanding anything herein to the contrary, no Investor may make any disclosure to the entities listed in Section 8.5(a) hereof or companies Controlling such entities or affiliated companies that are Controlled by such entities.

14.4 Legally Compelled Disclosure. In the event that any Party is requested or becomes legally compelled (including pursuant to Applicable Securities Laws) to disclose the existence of this Agreement or content of any of the Financing Terms hereof in contravention of the provisions of this Section 14, such Party (the “Disclosing Party”) shall provide the other Parties with prompt written notice of that fact and shall consult with the other Parties regarding such disclosure (only when such notice and consultation are permitted by Laws). In any event, the Disclosing Party shall furnish only the portion of the information that is legally required and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be provided on such information.

14.5 Other Exceptions. Notwithstanding any other provision of this Section 14, the confidentiality obligations of the Parties shall not apply to: (i) information which a restricted party learns from a third party having the right to make the disclosure, provided the restricted party complies with any restrictions imposed by the third party; (ii) information which is rightfully in the restricted party’s possession prior to the time of disclosure by the protected party and not acquired by the restricted party under a confidentiality obligation; or (iii) information which enters the public domain without breach of confidentiality by the restricted party.

14.6 Tax Related Matters. Notwithstanding anything herein to the contrary, Goldman Sachs and Ali (and any director, officer, employee, agent, consultant, or professional adviser of Goldman Sachs or Ali, respectively) may disclose to any and all persons, without limitation of any kind, the Tax treatment and Tax structure of the transactions described herein and all materials of any kind (including Tax opinions or other Tax analyses) that are provided to the Investors relating to such Tax treatment or Tax structure. However, any information relating to the U.S. federal or state income tax treatment or Tax structure shall remain subject to the confidentiality provisions hereof (and the foregoing sentence shall not apply) to the extent reasonably necessary to enable any person to comply with Applicable Securities Laws. “Tax structure” is limited to any facts relevant to the U.S. federal or state income tax treatment of the transactions described herein but does not include information relating to the identity of the issuer of the securities, the issuer of any assets underlying the securities, or any of their respective affiliates that are offering the securities.

15. Additional Covenants. Each of the Group Companies and/or the Key Holders (as applicable) jointly and severally agrees to the following.

15.1 Covenants by the Group Companies and the Key Holders.

(a) The insurance of the Group Companies shall be covered by a competent insurance organization in the PRC, and the types, amounts and terms of such insurance coverage which exceeds RMB300,000 or is material to the Group Companies, shall be determined by the Board subject to the policies of such insurance organization. The insurance shall cover such risks and contain such policy limits, types of coverage as are adequate to insure fully against risks to which the Group Companies and their employees, business, properties and other assets would reasonably be expected to be exposed in the operation of the business as currently conducted.

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(b) Each of the Group Companies shall use its best endeavours to cause that, when entering into any sales on commission, settlement distribution, distribution, sales or other purchase and sale agreements with the suppliers, the suppliers hold and deliver to the Group Companies all necessary legal documents with respect to the sale of commodities, including the quality inspection certificate, certificates of origin, legal authorization documents for sale of such products. If the relevant suppliers are unable to provide the above legal documents, the Group Companies shall promptly cease all cooperation with such suppliers as requested by all of the Investors in writing.

(c) Each of the Group Companies shall ensure that, prior to the sub-licensing of any brand and trademark to the media, the Internet and business platform, it has obtained the written authorization documents specifying the scope, term and requirements of the sub-license from the owner of such brand or trademark, or, within sixty (60) days subsequent to the sub-licensing, it will obtain the supplemental written authorization letter confirming the above scope, term and requirements of the sub-license.

(d) The Group Companies will not directly or indirectly use the proceeds from the Investors, or lend, contribute to any subsidiary, joint venture partner or other person or otherwise make available the proceeds from the Investors to such persons for the purpose of funding or facilitating any activities or business of or with any Person towards any sales or operations in Cuba, Iran, Libya, Syria, Sudan, the Democratic People’s Republic of Korea, Myanmar or any other country sanctioned by U.S. Office of Foreign Assets Control or for the purpose of funding any operations or financing any investments in, or make any payments to, any Person targeted by or subject to any Sanction Acts. The use of the proceed from the Investors will be in compliance with and will not result in the breach by any Group Company or its Affiliate of the Sanction Acts; and the Company further covenants not to engage, directly or indirectly, in any other activities that would result in a violation of Sanction Acts by any Person, including any Person participating in the transactions contemplated herein.

(e) The Group Companies shall procure and ensure that any current or future employee and/or consultant who has access to the confidential information or trade secrets of the Group Companies shall enter into and deliver a confidentiality and intellectual property right protection agreement in form and substance reasonably satisfactory to all of the Investors; and shall procure and ensure that all of the Key Employees shall enter into a non-competition agreement;

(f) At any time, each of the Group Companies and the Key Holders shall ensure that no action conducted by each of the Group Companies has breached any Applicable Law (including the U.S. Foreign Corrupt Practices Act, as amended, the United Kingdom Bribery Act, as amended, or any other applicable anti-bribery or anti-corruption Laws, the Sanction Acts and the Anti-Money Laundering Laws) or material contracts to which any Group Company is a party or limit any Group Company, except that breach of any Applicable Law will not have a Material Adverse Effect to the Group Companies and their business.

(g) At any time, each of the Group Companies and the Key Holders shall ensure or procure each of the Group Companies to maintain any and all Authorization legal, effective and in full force and effect, except that failure to maintain any Authorization will not have a Material Adverse Effect to the Group Companies and their business.

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(h) The Key Holders and the Group Companies shall not, and will ensure that the Company Affiliates and the Affiliates of such Persons will not, take any action, directly or indirectly, that would result in a violation of the U.S. Foreign Corrupt Practices Act, as amended, the United Kingdom Bribery Act, as amended, or any other applicable anti-bribery or anti-corruption Laws, including using any corporate funds for any unlawful contribution, gift, entertainment or other unlawful payments to any foreign or domestic Governmental Official or employee from corporate funds; offering, paying, promising to pay, or authorizing the payment of any money, or offering, giving, promising to give, or authorizing the giving of anything of value, to any Governmental Official, or offering, giving or promising to give any money or anything of value to any person under circumstances where such Company Affiliate knows or is aware of a high probability that all or a portion of such money or thing of value will be offered, given or promised to be given, directly or indirectly, to any Government Official, for the purpose of:

(i) influencing any act or decision of such Government Official in his or her official capacity;

(ii) inducing such Government Official to do or omit to do any act in relation to his or her lawful duty;

(iii) securing any improper advantage;

(iv) inducing such Government Official to influence or affect any act or decision of any Government Entity; or

(v) assisting the Group Companies in obtaining or retaining business for or with, or directing business to the Group Companies in connection with receiving any approval of the transactions contemplated herein.

In addition, none of the Company Affiliates shall accept any money or anything of value for any of the above purposes.

(i) The Key Holders and the Group Companies shall ensure that operations of the Group Companies are conducted at all times in compliance with applicable Anti-Money Laundering Laws.

15.2 Use of Names of the Investors.

(a) The Key Holders agree, and shall cause the Company, its Subsidiaries and Affiliates to agree and warrant that, the Company and its Subsidiaries and Affiliates shall not use, release or copy the names of Crescent, Crescent Point, , New Access, , Ali and its Affiliates (including “ ” (Chinese equivalent for “Alibaba”), “ ” (Chinese equivalent for “Taobao”), “ ” (Chinese equivalent for “Ali”), “ ” (Chinese brand for “AliExpress”), “ ” (Chinese equivalent for “Tao”), “ ” (Chinese equivalent for “Tmall”), “ ” (Chinese equivalent for “eTao”), “ ” (Chinese equivalent for “Juhuasuan”), “ ” (Chinese equivalent for “Alimama”), “ ” (Chinese equivalent for “Aliyun”), “ OS” (Chinese equivalent for “YunOS”), “ ” (Chinese brand for “HiChina”), “ ” (Chinese equivalent for “Koubei’), “ ” (Chinese equivalent for “Xiami”), “ ” (Chinese brand for “Alipay”), “ ” (Chinese equivalent for “Xiao Wei Jin Fu”), “1688”, “ ” (Chinese equivalent for “Laiwang”), “ ” (Chinese equivalent for “OneTouch”), “ ” (Chinese equivalent for “Umeng”), “ ” (Chinese equivalent for “Kanbox / Kupan”), “ ” (Chinese equivalent for “TTPOD”, “ ” (Chinese equivalent for “UC / UCWeb”, “ ” (Chinese equivalent for “AutoNavi”), “Alibaba”, Taobao”, “Ali”, “AliExpress”, “Tao”, “Tmall”, “eTao”, “Juhuasuan”, “Alimama”, “Aliyun”, “YunOS”, “HiChina”, “Koubei”, “Xiami”, “Alipay”, “Xiao Wei Jin Fu”, “Laiwang”, “OneTouch”, Umeng”, “Kanbox”, “Kupan”, “TTPOD”, “UCWeb”, “UC”, “AutoNavi”, “SoftBank”, “ ”, the associated devices and logos of the above brands (including but not limited to the smiling face device of Alibaba Group, cow device of Alibaba.com, ant device of Taobao, Tao doll device of Taobao, cat device of Tmall, Juxiaomeng device of Juhuasuan, lion device of Alipay and Zhixiaobao device of Alipay), or other similar names, and any other brands, marks or other intellectual properties owned or used by the Investors or their Affiliates, under or in the name of the Company or its Subsidiaries or Affiliates, without prior written consent from the relevant Investors (as the case may be).

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(b) The Key Holders and the Group Companies agree and warrant, and procure their Subsidiaries and Affiliates to agree and warrant, that the Group Companies and their Affiliates shall not use, including in any advertisement, publicity or otherwise the name of Goldman, Sachs & Co. or any trademark, trade name, service logo or symbol (or any abbreviation or simulation thereof) of Goldman Sachs and any of its Affiliates without the prior written consent of Goldman Sachs; the Group Companies and their Affiliates shall not, directly or indirectly, represent that any product or any service provided by the Group Companies or their Affiliates has been approved or endorsed by Goldman Sachs, Goldman, Sachs & Co. or Affiliates of Goldman Sachs. The Group Companies and their Affiliates shall not, without the prior written consent of Goldman Sachs, directly or indirectly, represent that any product or any service provided by the Group Companies or their Affiliates has been approved or endorsed by Goldman Sachs, Goldman, Sachs & Co. or Affiliates of the Goldman Sachs. If any announcement is required by Law to be made by any party of the Key Holders and Group Companies, prior to making such announcement such party will deliver a draft of such announcement to Goldman Sachs or its Affiliate and shall give the Goldman Sachs or its Affiliates an opportunity to comments thereto.

(c) The Key Holders and the Group Companies agree and undertake, and procure their Subsidiaries and Affiliates to agree and undertake, that the Company and its Subsidiaries and Affiliates will not, without the prior written consent of Ali, use, including in advertising, publicity, or otherwise any name, trademark, trade name, service logo or symbol (or any abbreviation and simulation thereof) of Ali and any of its Affiliates; the Group Companies and their Affiliates will not, without the prior written consent of Ali, represent, directly or indirectly, that any product or any service provided by the Group Companies or their Affiliates has been approved or endorsed by Ali or Ali Affiliates; if any announcement is required by Laws to be made by any party of the Key Holders and the Group Companies, prior to making such announcement such party will deliver a draft of such announcement to Ali or its Affiliates and shall give Ali or its Affiliates an opportunity to comments thereto

15.3 Use of Names of the Company by the Investors. The Group Companies and the Key Holders hereby agree to grant each of the Investors an authorization to use the names, brands and marks of the Group Companies for the purpose of marketing and promotion provided that the relevant Investors shall specify the Group Companies’ ownership of such names, brands and marks when using the same.

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15.4 SAFE Registration. If any holder or beneficial owner of any Equity Security of the Company is a “Domestic Resident” as defined in Circular 37 and is subject to the SAFE registration or reporting requirements under Circular 37, the Parties (other than the Investors) shall cause the SAFE Registration (as defined in the Purchase Agreement) to be completed within six (6) months of the Effective Date to comply with the applicable SAFE registration or reporting requirements under SAFE Rules and Regulations.

15.5 Control Documents. Each of the Key Holders and the Group Companies shall ensure that each party to the relevant Control Documents fully perform its/his/her respective obligations thereunder and carry out the terms and the intent of the Control Documents. If any of the Control Documents becomes illegal, void or unenforceable under PRC Laws after the Effective Date, the Parties (other than the Investors) shall devise a feasible alternative legal structure reasonably satisfactory to the Board by the affirmative votes of at least two-thirds of the Directors, which shall at least include four (4) Directors appointed by the Investors, which gives effect to the intentions of the parties in each Control Document and the economic arrangement thereunder as closely as possible.

15.6 Directors Liability Insurance. Each Party agrees to procure, and the Key Holders agree and covenant to procure the Company to agree and covenant that they shall provide the Directors nominated by Goldman Sachs, Ali and Crescent with the directors liability insurance with the insurance coverage and level satisfactory to Goldman Sachs, Ali and Crescent (as the case may be) at the request of Goldman Sachs, Ali or Crescent.

15.7 Auditing.

(a) The Board shall engage one of the Big Four accounting firms (Deloitte, E&Y, KPMG and PWC) or Li Xin Accounting Firm or another accounting firm acceptable to all of the Investors as the auditor of the Company. The auditor shall perform the annual examination and audit of the financial statements of the Company.

(b) The Company shall procure the preparation of the audited balance sheet, profit and loss account and cash flow statement of the Company and submit the same to the Board for approval within three (3) months after the end of each fiscal year.

15.8 No avoidance; Voting Trust. The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be performed hereunder by the Company, and the Company will at all times in good faith assist and take action as appropriate in the carrying out of all of the provisions of this Agreement. Except the joint decision-making undertaking by the Key Holders or as contemplated hereof, each holder of Shares agrees that it shall not enter into any other agreements or arrangements of any kind with respect to the voting of any Shares or deposit any Shares in a voting trust or other similar arrangement.

15.9 United States Tax Matters. The Group Companies will not take any action inconsistent with the treatment of the Company as a corporation for U.S. federal income tax purposes and will not elect to be treated as an entity other than a corporation for U.S. federal income tax purposes unless agreed by Goldman Sachs. Upon notification by Goldman Sachs to the Company that the Company or one or more of its Subsidiaries should elect to be classified as partnerships or disregarded entities for United States federal income tax purposes (“Partnership Election”), the Company shall make, or shall cause to be made, the Partnership Election by filing, or by causing to be filed, Internal Revenue Service Form 8832. Any of the Group Companies shall not permit the Partnership Election to be terminated or revoked without the written consent of Goldman Sachs.

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For each year in which a Partnership Election is not in effect, the Company agrees, at the Company’s expense, to make available to Goldman Sachs upon its request, the books and records of any Group Companies and its direct and indirect Subsidiaries, and to provide information to Goldman Sachs pertinent to any Group Company’s and/or any Subsidiary’s status or potential status as a “passive foreign investment company” (“PFIC”) within the meaning of section 1297 of the United States Internal Revenue Code of 1986, as amended (“Code”). If the Company intends to engage a third party counsel to provide such relevant information to Goldman Sachs, the Company shall ask Goldman Sachs for advice with respect to the engagement of such third party counsel. If Goldman Sachs agree to engage a third party counsel, the Company shall engage such third party counsel pursuant to Goldman Sachs’ advice, the fees incurred thereof shall be borne by the Company and Goldman Sachs on an equal basis. The Company hereby acknowledges and undertakes that, other than the above fees incurred for engagement of the third party counsel, Goldman Sachs shall not bear any expenses in connection with the provision of such information by the Company. Upon a determination by the Group Companies, Goldman Sachs or other taxing authority that any Group Company or any direct or indirect Subsidiary has been or is likely to become a PFIC, the Company shall provide Goldman Sachs, at the Company’s expense, with all information reasonably available to such Group Companies or any of its Subsidiaries to permit Goldman Sachs to (i) accurately prepare all tax returns and comply with any reporting requirements as a result of such determination and (ii) make any election (including a “qualified electing fund” election within the meaning of section 1295 of the Code), with respect to the Group Companies or any of its direct or indirect Subsidiaries, and comply with any reporting or other requirements incident to such election. If the Company intends to engage a third party counsel to provide such relevant information to Goldman Sachs, the Company shall ask Goldman Sachs for advice with respect to the engagement of such third party counsel. If Goldman Sachs agree to engage a third party counsel, the Company shall engage such third party counsel pursuant to Goldman Sachs’ advice, the fees incurred thereof shall be borne by the Company and Goldman Sachs on an equal basis. The Company hereby acknowledges and undertakes that, other than the above fees incurred for engagement of the third party counsel, Goldman Sachs shall not bear any expenses in connection with the provision of such information by the Company. If a determination is made that a certain Group Company is a PFIC for a particular year, then for such year and for each year thereafter, the Company, at the Company’s expense, shall provide Goldman Sachs with a completed “PFIC Annual Information Statement” substantially in the form as set out in the schedule headed “PFIC Annual Information Statement” as required by section 1.1295-1(g) of the Treasury Regulation. If the Company intends to engage a third party consultant to provide the “PFIC Annual Information Statement” to Goldman Sachs, the Company shall ask Goldman Sachs for advice with respect to the engagement of the third party consultant. If Goldman Sachs agree to engage a third party consultant, the Company shall engage such third party consultant pursuant to Goldman Sachs’ advice, the fees incurred thereof shall be borne by the Company and Goldman Sachs on an equal basis. The Company hereby acknowledges and undertakes that, apart from the above fees incurred for engagement of the third party consultant, Goldman Sachs shall bear no other fees with respect to the provision of the above information by the Company to Goldman Sachs.

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The Group Companies shall, as requested by Goldman Sachs, make a reasonable inquiry as to whether there are other U.S. shareholders such that five or fewer U.S. shareholders either directly or indirectly own more than fifty (50) percent of the registered capital or value of any Group Company which leads the Group Company to become a controlled foreign corporation (“CFC”) within the meaning of section 957 of the Code. If the Company intends to engage a third party consultant to conduct the above inquiry, the Company shall ask Goldman Sachs for advice with respect to the engagement of third party consultant. If Goldman Sachs agree to engage a third party consultant, the Company shall engage such third party consultant pursuant to Goldman Sachs’ advice, the fees incurred thereof shall be borne by the Company and Goldman Sachs on an equal basis. The Company hereby acknowledges and undertakes that, apart from the above fees incurred for engagement of the third party consultant, Goldman Sachs shall bear no other fees with respect to the provision of the above information by the Company to Goldman Sachs. If a Group Company is a CFC, the above provision in relation to PFIC will not apply. The Company shall furnish to Goldman Sachs upon its reasonable request, on a timely basis, and at the Company’s expense, all information necessary to satisfy the U.S. income tax return filing requirements of Goldman Sachs (and each of the Company’s “United States shareholders” within the meaning of section 951(b) of the Code, that owns a direct or indirect interest in the shareholders of the Group Companies) arising from its investment in any Group Company and relating to the Group Companies’ classification as a CFC. If the Company intends to engage a third party counsel to provide such relevant information to Goldman Sachs, the Company shall ask Goldman Sachs for advice with respect to the engagement of such third party counsel. If Goldman Sachs agree to engage a third party counsel, the Company shall engage such third party counsel pursuant to Goldman Sachs’ advice, the fees incurred thereof shall be borne by the Company and Goldman Sachs on an equal basis. The Company hereby acknowledges and undertakes that, other than the above fees incurred for engagement of the third party counsel, Goldman Sachs shall not bear any expenses in connection with the provision of such information by the Company. If any Group Company ceases to be a CFC at any time, the above provision in relation to PFIC will apply, and the Company will provide prompt written notice to Goldman Sachs. Should this occur, the Company shall yearly make reasonable efforts to determine whether the Company or any Group Company at any time thereafter has become a CFC.

All of the Group Companies shall meet all tax compliance, payment and withholding obligations, as required under the Laws of the jurisdictions where the Group Companies operate, including: (i) implementing internal tax policies and controls (and evidentiary requirements) to address tax risks arising from the current and future operations of each of the Group Companies; (ii) adhering to applicable transfer pricing rules and documentation requirements in all jurisdictions where each of the Group Companies operates; and (iii) conduct internal and external testing to the extent reasonably necessary, as determined on the basis of advice received from an auditor to achieve Tax compliance. Each of the Group Companies shall engage an auditor as consented by the Board (including the three (3) Directors appointed by the Investors) to handle all of its tax compliance matters in all jurisdictions in which the Group Companies operate, including those in connection with the matters under the above PFIC and CFC related covenants, respectively.

15.10 Labor Management. Matters concerning the recruitment, employment, dismissal, wages, labor insurance, welfare benefits, reward and punishment of employees of the Group Companies that are located in PRC shall comply with the Labor Law of the PRC and the Labor Contract Law of the PRC.

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15.11 Indemnification. If any Party is in breach of any representation, warranty and/or covenant of any other provision of this Agreement, such Party shall indemnify the other Parties for all losses suffered by the same as a result of such breach.

16. Miscellaneous.

16.1 Termination. This Agreement shall terminate upon the written consents of each of (i) the Company, (ii) the holders of a majority of the Series A Preferred Shares; (iii) the holders of a majority of the Series B Preferred Shares; (iv) the holders of more than sixty-five percent (65%) of the Series C Preferred Shares; (v) the holders of a majority of the Series D Preferred Shares; and (vi) the holders of a majority of the voting power of the outstanding Ordinary Shares. The provisions of Sections 7 through 13 (inclusive) and Section 15 (other than those of Section 15.1(e), Section 15.1(i), Section 15.1(j), Section 15.2, Section 15.3, Section 15.6 and Section 15.11) shall terminate upon the consummation of a Qualified IPO or Deemed Liquidation Event. If this Agreement terminates, the Parties shall be released from their obligations under this Agreement, except in respect of any obligation stated explicitly or otherwise, to continue to exist after the termination of this Agreement (including those under Sections 2 through 6 (inclusive), Section 14, Section 15.1(e), Section 15.1(i), Section 15.1(j), Section 15.2, Section 15.3, Section 15.6, Section 15.11 and Section 16). If any Party breaches this Agreement before the termination of this Agreement, it shall not be released from its obligations arising from such breach on termination.

16.2 Governing Law. This Agreement shall be governed by and construed under the Laws of Hong Kong, without regard to principles of conflict of Laws thereunder.

16.3 Dispute Resolution. In the event of any dispute, controversy or claim arising out of or relating to this Agreement, including any contractual, pre-contractual or non-contractual rights, obligations or liabilities and any question regarding the existence, validity, interpretation, breach, or termination or invalidity hereof (a “Dispute”), shall be submitted to Hong Kong International Arbitration Centre (“HKIAC”) for arbitration which shall be conducted in accordance with the arbitration rules of HKIAC in effect at the time of applying for arbitration (“HKIAC Arbitration Rules”). The arbitration tribunal shall consist of three (3) arbitrators, one (1) to be appointed by the claimant(s), one (1) to be appointed by the respondent(s) and the two (2) arbitrators so appointed shall jointly appoint the third arbitrator. The language for arbitration is English and the venue of arbitration is Hong Kong. The arbitration award is final and binding on each Party.

16.4 Notices. All notices and other communications given hereunder by any Party shall be in English. All the notices, requests and other communications given hereunder may be delivered either by hand, registered airmail, international courier or facsimile. The following addresses shall be used:

To the Company, HK Subsidiary, Baozun or Zunyi:

Address:	Room 109-118, Building H, No. 1188, Wanrong Road, Shanghai
Post Code:	200436
Attn:	Mr. Qiu Wenbin
Fax:	+(86 21) 66316006

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To the Principals and Principal Holding Companies:
Address:	Room 109-118, Building H, No. 1188, Wanrong Road, Shanghai
Post Code:	200436
Attn:	Mr. Qiu Wenbin
Fax:	+(86 21)-66316006
To Goldman Sachs:
c/o Goldman Sachs Investment Strategies, LLC
Address:	200 West Street, 34th Floor, New York, NY 10282, USA
Post Code:	NY 10282
Attn:	Ms. Michelle Barone
Fax:	+1 (917) 977-3246
With a copy to Goldman Sachs (Asia) L.L.C. (such copy shall not be deemed as a notice hereof)
Address:	66th Floor, Cheung Kong Center, 2 Queens Road Central, Hong Kong
Attn:	Ms. Daisy Cai
Fax:	+852 2978-6686
To Ali:
Address:	26th Floor, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong
Attn:	General Counsel
Tel:	+852 22155100
Fax:	+852 22155200
To Crescent:
Address:	6th Floor, No.378 Wukang Road, Shanghai, China
Post Code:	200031
Attn:	Mr. David Hand
Fax:	+(86 21) 6418 5569
To Stelca:
Address:	3806 Central Plaza, 18 Harbour Road, Wanchai, Hong Kong
Attn:	Mr. Edwin Hooi
Fax:	+852 2802 7733
To New Access:
Address:	Unit 408, West Wing, GC Tower, No. 577 Pudian Road, Pudong New Area, Shanghai

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Post Code:	200122
Attn:	Mr. Qian Xuefeng
Fax:	+(86 21) 5174 8555
To Infinity:
Address:	3 Azrieli Center, Triangle Tower, 42nd Floor, Tel Aviv, 67023, Israel
Post Code:	67023
Attn:	Mr. Brian Wang
Fax:	+972-3-607-5455
With a copy to Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co. (such copy shall not be deemed as a notice hereof)
Address:	One Azrieli Center, Round Building, Tel Aviv 67021, Israel
Attn:	Mr. Eli (Robert) Barasch
Fax:	+972-3-607-4422
To SoftBank:
Address:	1-9-1 Higashi-shimbashi, Minato-ku, Tokyo 105-7303, Japan
Attn:	Kunihiko Koyama
Fax:	+813 6215 5001
with a copy to Paul Hastings LLP (such copy shall not be deemed as a notice hereof)
Address:	35th Floor, Park Place, 1601 Nanjing West Road, Shanghai, China
Post Code:	200040
Attn:	David S. Wang
Fax:	+8621 61032990

Unless there is reasonable evidence that it was received at a different time, notice pursuant to this section is deemed given if: (i) delivered by hand, when left at the address referred to in this section; (ii) sent by international courier service, three (3) Business Days after posting it; (iii) sent by registered airmail between two countries, ten (10) Business Days after posting it; and (iv) sent by facsimile, when confirmation of its transmission has been recorded by the sender’s facsimile machine.

During the term of this Agreement, any Party shall have the right to change its address for receiving notices at any time, provided that the other Parties are given notice of such change pursuant to this Section.

16.5 Reservation of Rights.

(a) No course of dealing or waiver by the Investors in connection with any condition of subscription under this Agreement shall impair any right, power or remedy of the Investors with respect to any other condition, or be construed to be a waiver thereof; nor shall the action of the Investors in respect of any subscription affect or impair any right, power or remedy of it in respect of any other subscription; nor shall any action of one Investor in respect of the above affect or impair any right, power or remedy of the other Investors in respect of the same.

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(b) No course of dealing and no delay by any Investor in exercising, or omission to exercise, any right, power or remedy under this Agreement or any other agreement shall impair or be construed to be a waiver of or an acquiescence in any such right, power or remedy; nor shall the action of an Investor in respect of any such default, or any acquiescence by it therein, affect or impair any right, power or remedy of such Investor in respect of any other default; nor shall the action of one Investor in respect of any such default, or any waiver or acquiescence by it therein, affect or impair any right, power or remedy of the other Investors in respect of the same.

16.6 Fiduciary Duty. The Parties hereto acknowledge and agree that nothing in this Agreement shall create a fiduciary duty of the Investors or any of their Affiliates to the Company or its shareholders.

16.7 Entire Agreement and Waive of Applicable Rights. This Agreement (including the Exhibits hereto), together with other Transaction Documents, constitute the entire agreement of the Parties (as applicable) on the subject matter hereof. Each of the Principals, Investors or their respective Affiliates hereby irrevocably waives all of its rights under the Offshore Shareholders’ Agreement for the purpose of consummating the Transactions, including, but not limited to, any right of participation, right of first refusal, right to receive any notice, right of approval or consent, right of most favored treatment and any other right in connection with the Transactions. Nothing in this Agreement shall prejudice any accrued rights or claims of the relevant parties under the Offshore Shareholders’ Agreement with respect to any breach of obligations of any party thereto occurring prior to the date of this Agreement. The applicable Parties agree that Sections 1.4, 1.5, 2, 17.2 and 17.6 of the Offshore Shareholders’ Agreement shall, solely with respect to any breach of the any representations and warranties set forth in Section 2 of the Offshore Shareholders’ Agreement, survive and continue in full force and effect in accordance with the Offshore Shareholders’ Agreement until the date that is twenty-four (24) months after the respective date when such representations and warranties are made therein (or the immediately following Business Day if such day is not a Business Day), provided that any representations and warranties set forth in Section 2.1(a), Section 2.1(b), Section 2.1(c), Section 2.1(d) and Section 2.1(e) of the Offshore Shareholders’ Agreement shall survive indefinitely, provided also that in the event of any conflict between the provisions hereof and the provisions under the Offshore Shareholders’ Agreement with respect to the rights among the shareholders of the Company, the provisions hereof shall prevail.

16.8 Successor and Assigns. This Agreement shall bind and inure to the benefit of the respective successors and assignees of the Parties. Unless otherwise provided herein, if the Investors transfer or otherwise dispose their Equity Securities in the Company in accordance with the provisions of this Agreement, the relevant assignees shall inherit the rights and obligations of the transferring Investors under this Agreement with regard to the assigned Equity Securities in the Company.

16.9 Amendments, Waivers and Consents.

(a) Any provision in this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only by the written consents of each of (i) the Company; (ii) the holders of a majority of the Series A Preferred Shares; (iii) the holders of a majority of the Series B Preferred Shares; (iv) the holders of over sixty-five percent (65%) of the Series C Preferred Shares; (v) the holders of a majority of the Series D Preferred Shares; and (vi) the holders of a majority of the voting power of the outstanding Ordinary Shares. Notwithstanding the foregoing, any Party may waive the observance as to such Party of any provision of this Agreement (either generally or in a particular instance and either retroactively or prospectively) by an instrument in writing signed by such Party without obtaining the consent of any other Party. Any amendment or waiver effected in accordance with this Section shall be binding upon all the Parties hereto.

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(b) Each Investor makes its decisions regarding any waiver and consent in this Section 16.10 independently, and any such waiver and consent by one of the Investors shall not be deemed the waiver and consent by the other Investors.

16.10 Negotiation in Good Faith. If any provision with respect to the right of the Investors hereof is deemed to be unenforceable or being declined to be enforced by the Authority due to any reason, without prejudice to any other right of the Investors provided herein, the Parties shall negotiate in good faith to find a solution satisfactory to all Investors to solve this issue in order to, to the greatest extent, make such solution have the same or similar business purpose and economic effect as the sections unenforceable or being declined to be enforced hereof.

16.11 No Non-Competition. There is no non-competition agreement or other similar commitment to which any of the Group Companies is a party that would impose restrictions upon Goldman Sachs, Infinity or their respective Affiliates.

16.12 Investment Banking Services. Notwithstanding anything to the contrary herein or any actions or omissions to act by representatives of Goldman Sachs or any of its Affiliates in whatever capacity, including as a Director or observer to the Company’s Board, it is understood that neither Goldman Sachs nor any of its Affiliates is acting as a financial advisor, agent or underwriter to the Company or any of its Affiliates or otherwise on behalf of the Company or any of its Affiliates unless retained to provide such services pursuant to a separate written agreement.

16.13 Exculpation among Investors. Each Investor acknowledges that it is not relying upon any person, company or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investors nor the respective Controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the subscription of the Equity Securities.

16.14 Prevailing. In the event this Agreement conflicts with the Memorandum and Articles, this Agreement shall prevail and the Parties agree to amend the Memorandum and Articles accordingly to rectify any such conflicts as soon as practicable to the extent permitted by Law.

16.15 Adjustments for Share Splits, Etc. Wherever in this Agreement there is a reference to a specific number of Shares of the Company, then, upon the occurrence of any subdivision, combination or share dividend of the relevant class or series of the Shares, the specific number of shares so referenced in this Agreement shall automatically be proportionally adjusted, as appropriate, to reflect the effect on the outstanding shares of such class or series of Shares by such subdivision, combination or share dividend.

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16.16 Aggregation of Shares. All Shares held or acquired by any Affiliates shall be aggregated together for the purpose of determining the availability of any rights of any Investor under this Agreement.

16.17 Use of English Language. This Agreement has been executed and delivered in the English language. Any translation of this Agreement into another language shall have no interpretive effect. All documents or notices to be delivered pursuant to or in connection with this Agreement shall be in the English language or, if any such document or notice is not in the English language, accompanied by an English translation thereof, and the English language version of any such document or notice shall control for purposes thereof.

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IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement on the date and year first above written.

GROUP COMPANIES:

BAOZUN CAYMAN INC.
By:	/s/ Qiu Wenbin
Name:	Qiu Wenbin
Title:	Director
BAOZUN HONGKONG HOLDING LIMITED
By:	/s/ Qiu Wenbin
Name:	Qiu Wenbin
Title:	Director
SHANGHAI BAOZUN E-COMMERCE LIMITED
Seal: /s/ Shanghai Baozun E-Commerce Limited
By:	/s/ Qiu Wenbin
Name:	Qiu Wenbin
Title:	Director
SHANGHAI ZUNYI BUSINESS CONSULTING LTD.
Seal: /s/ Shanghai Zunyi Business Consulting Ltd.
By:	/s/ Qiu Wenbin
Name:	Qiu Wenbin
Title:	Director

SIGNATURE PAGE

QIU WENBIN
By:	/s/ Qiu Wenbin

ZHANG QINGYU
By:	/s/ Zhang Qingyu

WU JUNHUA
By:	/s/ Wu Junhua

SIGNATURE PAGE

Jesvinco Holdings Limited
By:	/s/ Qiu Wenbin
Name:	Qiu Wenbin
Title:	Director
PBE Holdings Limited
By:	/s/ Zhang Qingyu
Name:	Zhang Qingyu
Title:	Director
Casvendino Holdings Limited
By:	/s/ Wu Junhua
Name:	Wu Junhua
Title:	Director

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement on the date and year first above written.

INVESTORS:

GS INVESTMENT PARTNERS (MAURITIUS) I LIMITED
By:	/s/ Michelle Barone
Name:	Michelle Barone
Title:	Director

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement on the date and year first above written.

INVESTORS:

PRIVATE OPPORTUNITIES (MAURITIUS) I LIMITED
By:	/s/ Michelle Barone
Name:	Michelle Barone
Title:	Director

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement on the date and year first above written.

INVESTORS:

Alibaba Investment Limited
By:	/s/ Xie Shihuang
Name:	Xie Shihuang
Title:	Authorized Representative

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement on the date and year first above written.

INVESTORS:

Crescent Castle Holdings Ltd
By:	/s/ David Hand
Name:	David Hand
Title:	Director

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement on the date and year first above written.

INVESTORS:

Stelca Holdings Ltd.
By:	/s/ David Hand
Name:	David Hand
Title:	Director

SIGNATURE PAGE

New Access Capital Fund I
Seal: /s/ New Access Capital Fund I
By:	/s/ Qian Xuefeng
Name:	Qian Xuefeng
Title:	Legal Representative

SIGNATURE PAGE

New Access Capital Fund II
Seal: /s/ New Access Capital Fund II
By:	/s/ Qian Xuefeng
Name:	Qian Xuefeng
Title:	Legal Representative

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement on the date and year first above written.

INVESTORS:

Infinity I-China Investments (Israel) L.P.
(by its general partner, Infinity-CSVC Partners, Ltd.)
By:	/s/ Avishai Silvershatz
Name:	Avishai Silvershatz
Title:	Managing Partner
By:	/s/ Amir Gal-Or
Name:	Amir Gal-Or
Title:	Managing Partner

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement on the date and year first above written.

INVESTORS:

Tsubasa Corporation
By:	/s/ Ippei Mimura
Name:	Ippei Mimura
Title:	President

SCHEDULE A

List of Principals and Principal Holding Companies

Principal	ID/Passport Number	Principal Holding Company	Beneficial Ownership Interest Percentage Held by Principal in the Principal Holding Companies
Qiu Wenbin	110108196804038979	Jesvinco Holdings Limited	100%
Wu Junhua	310107197805202430	Casvendino Holdings Limited	100%
Zhang Qingyu	310104196808290452	PBE Holdings Limited	100%

Schedule A

SCHEDULE B

Key Employees

Qiu Wenbin	Chief Executive Officer
Wu Junhua	Chief Operating Officer
Zheng Yong	Director
Liang Tao	Director
Chen Yun	Director
Liu Liu	Director
Yin Fei	Director
Ma Lie	Vice President
Yu Wei	Director
Ye Wenting	Director
Jin Kai	Director
Xu Yiqian	Director
He Gang	Director
Chen Zhaoming	Vice President
Jiang Xiao	Director
Wang Liang	Director
Cui Hongyu	Director

Schedule B

EXHIBIT A-1

FORM OF JOINDER TO SHAREHOLDERS AGREEMENT

This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the undersigned (the “Joining Party”) in accordance with the Shareholders Agreement dated as of [—], 2014 (as amended, amended and restated or otherwise modified from time to time, the “Shareholders Agreement”) by and among Baozun Cayman Inc. and certain other parties thereto. Capitalized terms used, but not defined, herein shall have the meaning ascribed to such terms in the Shareholders Agreement.

The Joining Party hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, the Joining Party shall be deemed to be a party to the Shareholders Agreement as of the date hereof and shall have all of the rights and obligations of a “Principal/Principal Holding Company” thereunder as if it had executed the Shareholders Agreement as such person. The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Shareholders Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.

Date:                  ,         

[NAME OF JOINING PARTY]

By:

Name:

Title:

        Address and facsimile number for notices:

Accepted and Agreed:

Baozun Cayman Inc.

By:

Name:

Title:

EXHIBIT A-2

FORM OF JOINDER TO SHAREHOLDERS AGREEMENT

This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the undersigned (the “Joining Party”) in accordance with the Shareholders Agreement dated as of [—], 2014 (as amended, amended and restated or otherwise modified from time to time, the “Shareholders Agreement”) by and among Baozun Cayman Inc. and certain other parties thereto. Capitalized terms used, but not defined, herein shall have the meaning ascribed to such terms in the Shareholders Agreement.

The Joining Party hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, the Joining Party shall be deemed to be a party to the Shareholders Agreement as of the date hereof and shall have all of the rights and obligations of an “Investor” thereunder as if it had executed the Shareholders Agreement as such person. The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Shareholders Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.

Date:                  ,         

[NAME OF JOINING PARTY]

By:

Name:

Title:

        Address and facsimile number for notices:

Accepted and Agreed:

Baozun Cayman Inc.

By:

Name:

Title:

EX-4.5

Exhibit 4.5

AMENDMENT AGREEMENT TO

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

THIS AMENDMENT AGREEMENT TO THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Agreement”) is entered into as of December 11, 2014, by and among:

1. Baozun Cayman Inc., an exempted company incorporated with limited liability under the Laws of Cayman Islands (the “Company”);

2. each of the individuals and their respective holding company listed on Schedule A attached hereto (each such individual, a “Principal” and collectively, the “Principals”, and such holding company, a “Principal Holding Company” and collectively, the “Principal Holding Companies”);

3. Baozun Hong Kong Holding Limited, a company incorporated under the Laws of Hong Kong;

4. Shanghai Baozun E-Commerce Limited , a limited liability company duly established and validly existing under the Laws of the PRC, whose legal address is Room 108, No. 1, 2 and 3, Lane 1188, Wanrong Road;

5. Shanghai Zunyi Business Consulting Ltd. , a limited liability company duly established and validly existing under the Laws of the PRC;

6. GS INVESTMENT PARTNERS (MAURITIUS) I LIMITED, a limited liability company duly established and validly existing under the Laws of Mauritius, whose legal address is Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius (“GSIP”);

7. PRIVATE OPPORTUNITIES (MAURITIUS) I LIMITED, a limited liability company duly established and validly existing under the Laws of Mauritius, whose legal address is Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius (“GSPO”, together with GSIP, “Goldman Sachs”);

8. ALIBABA INVESTMENT LIMITED, a limited liability company duly established and validly existing under the Laws of British Virgin Islands, whose legal address is Trident Chambers, P. O. Box 146, Road Town, Tortola British Virgin Islands (“Ali”);

9. CRESCENT CASTLE HOLDINGS LTD, a company duly incorporated and validly existing under the Laws of Cayman Islands, whose legal address is 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands (“Crescent”);

10. Asia Tech Investments Ltd. (formerly known as Stelca Holdings Ltd.), a company duly incorporated and validly existing under the Laws of Cayman Islands, whose legal address is 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands (“Stelca”);

11. NEW ACCESS CAPITAL FUND I , a limited partnership duly established and validly existing under the Laws of the PRC, whose legal address is Room 3E-1327, No. 2123, Pudong Avenue, Pudong New District, Shanghai ; NEW ACCESS CAPITAL FUND II (“New Access Qianjing”)), a limited partnership duly established and validly existing under the Laws of the PRC, whose registered address is Room B1177, 1/F., No. 258 Pingyang Road, Minhang District, Shanghai (“New Access Qianlong”, together with New Access Qianjing, collectively, “New Access”);

12. INFINITY I-CHINA INVESTMENTS (ISRAEL) L.P., a limited partnership duly established and validly existing under the Laws of Israel, whose legal address is 3 Azrieli Center, Triangle Tower, 42nd Floor, Tel Aviv, 67023, Israel (“Infinity”); and

13. TSUBASA CORPORATION, a corporation duly established and validly existing under the Laws of the Federated States of Micronesia, whose legal address is 14 Pohn Umpomp Place-Nett, VB Center, Suite 2A, P.O. Box 902, Pohnpei FM 96941, Federated States of Micronesia (“SoftBank”).

Each of the parties to this Agreement is referred to herein individually as a “Party” and collectively as the “Parties”.

RECITALS

A The Parties entered into an Amended and Restated Shareholders’ Agreement on October 29, 2014 (the “Amended and Restated Shareholders’ Agreement”) to govern certain of their rights, duties and obligations in the Company.

B The Parties wish to make certain amendments to the Amended and Restated Shareholders’ Agreement and as a consequence thereof, the Parties wish to enter into this Agreement to record the basis according to which the Amended and Restated Shareholders’ Agreement is to be amended.

1. Definitions and Interpretation.

1.1 In this Agreement except where the context otherwise requires, words and expressions defined and references construed in the Amended and Restated Shareholders’ Agreement (but not defined or construed in this Agreement) shall have the same meanings when used herein.

1.2 The headings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

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2. Amendment to the Amended and Restated Shareholders’ Agreement

With effect on and from the date of this Agreement, the Amended and Restated Shareholders’ Agreement is amended as follows:

2.1 Section 11.1(a):

The Parties agree that Section 11.1(a) of the Amended and Restated Shareholders’ Agreement shall be deleted in its entirety and replaced with the following:

“11.1 Board Composition.

(a) The Company shall have, and the Shareholders hereto agree to cause the Company to have, a Board consisting of up to seven (7) but no less than six (6) authorized Directors with each Shareholder having the right to appoint a member of the Board as follows: Goldman Sachs shall have the right to appoint one (1) Director, Crescent shall have the right to appoint one (1) Director, Ali shall have the right to appoint one (1) Director, SoftBank shall have the right to appoint one (1) Director, and each of the Principal Holding Companies shall have the right to appoint one (1) Director. If, for the purpose of Qualified IPO, the size of the Board of the Company needs to be increased to contain a certain number of independent directors to satisfy the requirements of any applicable listing rules, all Shareholders shall procure the Directors appointed by them to adopt all necessary resolutions and/or execute other necessary documents with respect to the addition of such number of independent directors, provided however that the Directors appointed by the above Investors who has already taken office prior to the addition of such independent directors shall not be dismissed and each of the above Investors shall not be deprived of its respective right to appoint one (1) Director to the Board of the Company in any event. Each Party agrees that if an Investor (together with its Affiliates) holds less than 5% of the Equity Securities in the Company, it shall be immediately deprived of its right to appoint Director(s) to the Board of the Company. For the avoidance of doubt, for purpose of this section, the percentage of the equity interest in the Company held by Goldman Sachs shall be the sum of the percentage of the Equity Securities in the Company held by GSIP and GSPO.”

2.2 Section 11.2(g):

The Parties agree that Section 11.2(g) of the Amended and Restated Shareholders’ Agreement shall be deleted in its entirety and replaced with the following:

“Each meeting of the Board requires a quorum of four (4) Directors or, in the event that one (1) Director is appointed by Goldman Sachs pursuant to Section 11.1(a), five (5) Directors, which must include the three (3) Directors or, in the event that one (1) Director is appointed by Goldman Sachs pursuant to Section 11.1(a), four (4) Directors, appointed by the Investors. Decisions adopted at any Board meeting at which a quorum is not present are invalid. Each Director shall have one vote and the chairman shall not have a casting vote. Notwithstanding the foregoing, if a quorum is not present (in person or by proxy) within fifteen (15) minutes of the scheduled start of a meeting of the Board, such meeting shall adjourn and reconvene fifteen (15) days later at the same place. If a quorum is not present (in person or by proxy) within fifteen (15) minutes of the scheduled start of the reconvened meeting, any two-thirds (2/3) of all Directors shall constitute a quorum for such Board meeting, but the Director who is absent from the meeting shall not be deemed to have voted in favor of any matter discussed by the Board meeting for the purpose of Section 12.2 or Section 12.3 below.”

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2.3 Section 12.2:

The Parties agree that the first paragraph of Section 12.2 of the Amended and Restated Shareholders’ Agreement shall be deleted in its entirety and replaced with the following. For the avoidance of doubt, the matters specified in Section 12.2 from (a) to (ff) (inclusive) shall remain unchanged and continue to be effective:

“12.2 Acts Requiring Supermajority Approval by the Board. The following matters of the Group Companies (except for those matters limited to the Company as specifically set forth below) shall be approved by the Board by the affirmative votes of at least two-thirds of the Directors, which shall at least include three (3) Directors or, in the event that one (1) Director is appointed by Goldman Sachs pursuant to Section 11.1(a), four (4) Directors, appointed by the Investors.”

2.4 Section 12.3:

The Parties agree that the first paragraph of Section 12.3 of the Amended and Restated Shareholders’ Agreement shall be deleted in its entirety and replaced with the following. For the avoidance of doubt, the matters specified in Section 12.3 (a) to (c) (inclusive) shall remain unchanged and continue to be effective:

“12.3 Acts Requiring Consultation. The following matters of the Group Companies shall be first consulted with Ali, Crescent, Goldman Sachs and SoftBank before being presented to the Board for voting, and the proposal then presented to the Board for voting shall fully reflect the opinions raised by the above-mentioned Investors. After the consultation, such matters shall be approved by the Board by the affirmative votes of at least two-thirds of the Directors, which shall at least include two (2) Directors or, in the event that one (1) Director is appointed by Goldman Sachs pursuant to Section 11.1(a), three (3) Directors, appointed by the Investors (notwithstanding the foregoing, if any resolution regarding the following matters adopted by at least two-thirds of the Directors, including two (2) Directors or, in the event that one (1) Director is appointed by Goldman Sachs pursuant to Section 11.1(a), three (3) Directors, appointed by the Investors, has and only has adverse impact on the Investor who has caused the Director designated by it to veto such matter, upon explanation of such adverse impact by such Investor in writing, such resolution adopted by the Board shall not have any legal effect and all Parties shall endeavor to resolve the relevant matters through amicable negotiation).”

2.5 The Parties hereby confirm that all terms and conditions of the Amended and Restated Shareholders’ Agreement, save as amended by this Agreement, shall continue in full force and effect.

3. Miscellaneous

3.1 This Agreement will be binding and inure to the benefit of each Party’s successors and personal representatives.

3.2 This Agreement may be executed in any number of counterparts each of which when executed by one or more of the Parties to this Agreement will constitute an original but all of which shall constitute one and the same instrument.

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3.3 Sections 16.2 (Governing Law) and 16.3 (Dispute Resolution) of the Amended and Restated Shareholders’ Agreement shall apply to this Agreement (with the necessary modifications) as if they were set out in full herein.

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IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement on the date and year first above written.

GROUP COMPANIES:

BAOZUN CAYMAN INC.
By:	/s/ Qiu Wenbin
Name:	Qiu Wenbin
Title:	Director
BAOZUN HONGKONG HOLDING LIMITED
By:	/s/ Qiu Wenbin
Name:	Qiu Wenbin
Title:	Director
SHANGHAI BAOZUN E-COMMERCE LIMITED
Seal: /s/ Shanghai Baozun E-Commerce Limited
By:	/s/ Qiu Wenbin
Name:	Qiu Wenbin
Title:	Director
SHANGHAI ZUNYI BUSINESS CONSULTING LTD.
Seal: /s/ Shanghai Zunyi Business Consulting Ltd.
By:	/s/ Qiu Wenbin
Name:	Qiu Wenbin
Title:	Director

SIGNATURE PAGE

QIU WENBIN
By:	/s/ Qiu Wenbin
ZHANG QINGYU
By:	/s/ Zhang Qingyu
WU JUNHUA
By:	/s/ Wu Junhua

SIGNATURE PAGE

Jesvinco Holdings Limited
By:	/s/ Qiu Wenbin
Name:	Qiu Wenbin
Title:	Director
PBE Holdings Limited
By:	/s/ Zhang Qingyu
Name:	Zhang Qingyu
Title:	Director
Casvendino Holdings Limited
By:	/s/ Wu Junhua
Name:	Wu Junhua
Title:	Director

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement on the date and year first above written.

INVESTORS:

GS INVESTMENT PARTNERS (MAURITIUS) I LIMITED
By:	/s/ Michelle Barone
Name:	Michelle Barone
Title:	Director

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement on the date and year first above written.

INVESTORS:

PRIVATE OPPORTUNITIES (MAURITIUS) I LIMITED
By:	/s/ Michelle Barone
Name:	Michelle Barone
Title:	Director

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement on the date and year first above written.

INVESTORS:

Alibaba Investment Limited
By:	/s/ Xie Shihuang
Name:	Xie Shihuang
Title:	Authorized Representative

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement on the date and year first above written.

INVESTORS:

Crescent Castle Holdings Ltd
By:	/s/ David Hand
Name:	DAVID HAND
Title:	DIRECTOR

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement on the date and year first above written.

INVESTORS:

Asia Tech Investments Ltd.
By:	/s/ Lawrence Lim
Name:	Lawrence Lim
Title:	Director

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement on the date and year first above written.

INVESTORS:

New Access Capital Fund I
Seal: /s/ New Access Capital Fund I
By:	/s/ Qian Xuefeng
Name:	Qian Xuefeng
Title:	Legal Representative

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement on the date and year first above written.

INVESTORS:

New Access Capital Fund II
Seal: /s/ New Access Capital Fund II
By:	/s/ Qian Xuefeng
Name:	Qian Xuefeng
Title:	Legal Representative

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement on the date and year first above written.

INVESTORS:

Infinity I-China Investments (Israel) L.P.
(by its general partner, Infinity-CSVC Partners, Ltd.)
By:	/s/ Avishai Silvershatz
Name:	Avishai Silvershatz
Title:	Managing Partner
By:	/s/ Amir Gal-Or
Name:	Amir Gal-Or
Title:	Managing Partner

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement on the date and year first above written.

INVESTORS:

Tsubasa Corporation
By:	/s/ Ippei Mimura
Name:	Ippei Mimura
Title:	President

SCHEDULE A

List of Principals and Principal Holding Companies

Principal	ID/Passport Number	Principal Holding Company	Beneficial Ownership Interest Percentage Held by Principal in the Principal Holding Companies
Qiu Wenbin	110108196804038979	Jesvinco Holdings Limited	100%
Wu Junhua	310107197805202430	Casvendino Holdings Limited	100%
Zhang Qingyu	310104196808290452	PBE Holdings Limited	100%

EX-10.1

Exhibit 10.1

BAOZUN CAYMAN INC.

2014 SHARE INCENTIVE PLAN

ARTICLE 1.

PURPOSE

The purpose of the Baozun Cayman Inc. 2014 Share Incentive Plan (the “Plan”) is to promote the success and enhance the value of Baozun Cayman Inc. (the “Company”) by linking the personal interests of the members of the Board, Employees, and Consultants to those of Company shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to Company shareholders. The Plan is further intended to provide flexibility to the Company and other Service Recipients in their ability to motivate, attract, and retain the services of members of the Board, Employees, and Consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent.

ARTICLE 2.

DEFINITIONS AND CONSTRUCTION

Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates.

2.1 “Administrator” shall mean the entity that conducts the general administration of the Plan as provided in Article 10. With reference to any duties of the Board under the Plan which may have been delegated to one or more persons pursuant to Section 10.6, the term “Administrator” shall refer to such person(s) unless the Board has revoked such delegation.

2.2 “Applicable Accounting Standards” shall mean International Financial Reporting Standards, Generally Accepted Accounting Principles in the United States, or such other accounting principles or standards as may apply to the Company’s financial statements under Applicable Laws.

2.3 “Applicable Laws” means (i) the laws of the Cayman Islands as they relate to the Company and its Shares; (ii) the legal requirements relating to the Plan and the Awards under applicable provisions of the corporate, securities, tax and other laws, rules, regulations and government orders of any jurisdiction applicable to Awards granted to residents; and (iii) the rules of any applicable securities exchange, national market system or automated quotation system on which the Shares are listed, quoted or traded.

2.4 “Article” means an article of this Plan.

2.5 “Award” shall mean an Option, a Restricted Share award, a Restricted Share Unit award, a Dividend Equivalents award, a Deferred Share award, a Share Payment award or a Share Appreciation Right, which may be awarded or granted under the Plan (collectively, “Awards”).

2.6 “Award Agreement” shall mean any written notice, agreement, terms and conditions, contract or other instrument or document evidencing an Award, including through electronic medium, which shall contain such terms and conditions with respect to an Award as the Administrator shall determine consistent with the Plan.

2.7 “Board” shall mean the Board of Directors of the Company.

2.8 “Code” shall mean the United States Internal Revenue Code of 1986, as amended from time to time.

2.9 “Company” shall mean Baozun Cayman Inc., a Cayman Islands corporation, unless otherwise explicitly defined herein.

2.10 “Consultant” means any consultant or adviser if: (a) the consultant or adviser renders bona fide services to a Service Recipient; (b) the services rendered by the consultant or adviser are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities; and (c) the consultant or adviser is a natural person who has contracted directly with the Service Recipient to render such services.

2.11 “Corporate Transaction” means any of the following transactions, provided, however, that the Board shall determine under (e) and (f) whether multiple transactions are related, and its determination shall be final, binding and conclusive:

(a) an amalgamation, arrangement, consolidation or scheme of arrangement in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the jurisdiction in which the Company is incorporated or which following such transaction the holders of the Company’s voting securities immediately prior to such transaction own fifty percent (50%) or more of the surviving entity;

(b) the direct or indirect acquisition by any person or related group of persons (other than an acquisition from or by the Company or by a Company-sponsored employee benefit plan or by a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities pursuant to a tender or exchange offer made directly to the Company’s shareholders which a majority of the individuals who, as of the Effective Date, are members of the Board (the “Incumbent Board”) who are not affiliates or associates of the offeror under Rule 12b-2 promulgated under the Exchange Act do not recommend such shareholders accept;

(c) the sale, transfer or other disposition of all or substantially all of the assets of the Company(other than to a Parent, Subsidiary or Related Entity);

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(d) the completion of a voluntary or insolvent liquidation or dissolution of the Company;

(e) any reverse takeover, scheme of arrangement, or series of related transactions culminating in a reverse takeover or scheme of arrangement (including, but not limited to, a tender offer followed by a reverse takeover) in which the Company survives but (A) the Shares of the Company outstanding immediately prior to such transaction are converted or exchanged by virtue of the transaction into other property, whether in the form of securities, cash or otherwise, or (B) in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such transaction culminating in such takeover or scheme of arrangement, but excluding any such transaction or series of related transactions that the Board determines shall not be a Corporate Transaction; or

(f) acquisition in a single or series of related transactions by any person or related group of persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities but excluding any such transaction or series of related transactions that the Board determines shall not be a Corporate Transaction.

Notwithstanding the foregoing, to the extent required for the Plan or an Award to comply with Section 409A of the Code where it is applicable, a ‘Corporate Transaction’ shall not be deemed to have occurred unless it also qualifies as a change in ownership or effective control of the Company or a change in ownership of a substantial portion of the assets of the Company (as defined in U.S. Treasury Regulation Section 1.409A-3(i)(5)).

2.12 “Deferred Share” shall mean a right to receive Shares awarded under Section 7.3.

2.13 “Director” shall mean a member of the Board, as constituted from time to time.

2.14 “Dividend Equivalent” shall mean a right to receive the equivalent value (in cash or Shares) of dividends paid on Shares, awarded under Section 7.1.

2.15 “Effective Date” shall have the meaning set forth in Section 11.1.

2.16 “Eligible Individual” shall mean any person who is an Employee, a Consultant or a Non-Employee Director, as determined by the Board; provided, however, that Awards shall not be granted to Consultants or Non-Employee Directors who are resident of any country in the European Union, and any other country which pursuant to Applicable Laws does not allow grants to non-employees.

2.17 “Employee” means any person who is in the employ of a Service Recipient, subject to the control and direction of the Service Recipient as to both the work to be performed and the manner and method of performance. The payment of a director’s fee by a Service Recipient shall not be sufficient to constitute “employment” by the Service Recipient.

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2.18 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

2.19 “Fair Market Value” means, as of any date, the value of Shares determined as follows:

(a) If the Shares are listed on one or more established and regulated securities exchanges, national market systems or automated quotation system on which Shares are listed, quoted or traded, its Fair Market Value shall be the closing sales price for such shares (or the closing bid, if no sales were reported) as quoted on the principal exchange or system on which the Shares are listed (as determined by the Board) on the date of determination (or, if no closing sales price or closing bid was reported on that date, as applicable, on the last trading date such closing sales price or closing bid was reported), as reported in The Wall Street Journal or such other source as the Board deems reliable;

(b) If the Shares are not listed on an established securities exchange, notational market system or automated quotation system, but are regularly quoted by a recognized securities dealer, its Fair Market Value shall be the closing sales price for such shares as quoted by such securities dealer on the date of determination, but if selling prices are not reported, the Fair Market Value of a Share shall be the mean between the high bid and low asked prices for the Shares on the date of determination (or, if no such prices were reported on that date, on the last date such prices were reported), as reported in The Wall Street Journal or such other source as the Board deems reliable; or

(c) In the absence of an established market for the Shares of the type described in (a) and (b), above, the Fair Market Value thereof shall be determined by the Board in good faith and in its discretion by reference to (i) the placing price of the latest private placement of the Shares and the development of the Company’s business operations and the general economic and market conditions since such latest private placement, (ii) other third party transactions involving the Shares and the development of the Company’s business operation and the general economic and market conditions since such sale, (iii) an independent valuation of the Shares, or (iv) such other methodologies or information as the Board determines to be indicative of Fair Market Value, relevant.

2.20 “Holder” shall mean a person who has been granted an Award.

2.21 “Incentive Option” shall mean an Option that is intended to meet the applicable provisions of Section 422 of the Code.

2.22 “Non-Employee Director” shall mean a Director of the Company who is not an Employee.

2.23 “Non-Qualified Option” shall mean an Option that is not an Incentive Option.

2.24 “Option” shall mean a right to purchase Shares at a specified exercise price, granted under Article 5. An Option shall be either a Non-Qualified Option or an Incentive Option; provided, however, that Options granted to Non-Employee Directors and Consultants shall only be Non-Qualified Options.

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2.25 “Parent” means a parent corporation under Section 424(e) of the Code.

2.26 “Plan” shall mean this Baozun Cayman Inc. 2014 Share Incentive Plan, as it may be amended or restated from time to time.

2.27 “Related Entity” means any business, corporation, partnership, limited liability company or other entity in which the Company, a Parent or Subsidiary of the Company holds a substantial economic interest, directly or indirectly, through ownership or contractual arrangements but which is not a Subsidiary and which the Board designates as a Related Entity for purposes of the Plan.

2.28 “Restricted Share” shall mean Shares awarded under Article 6 that is subject to certain restrictions and may be subject to forfeiture or compulsory redemption.

2.29 “Restricted Share Units” shall mean the right to receive Shares awarded under Section 7.4.

2.30 “Securities Act” shall mean the Securities Act of 1933, as amended.

2.31 “Service Recipient” means the Company, any Parent or Subsidiary of the Company and any Related Entity to which an Eligible Individual provides services as an Employee, Consultant or as a Director.

2.32 “Share” means an ordinary share of the Company, and such other securities of the Company that may be substituted for Shares pursuant to Article 12.

2.33 “Share Appreciation Right” shall mean a share appreciation right granted under Article 8.

2.34 “Share Payment” shall mean (a) a payment in the form of Shares, or (b) an option or other right to purchase Shares, as part of a bonus, deferred compensation or other arrangement, awarded under Section 7.2.

2.35 “Subsidiary” means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, directly or indirectly, at the time of the determination, securities or interests representing more than fifty percent (50%) of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.

2.36 “Substitute Award” shall mean an Award granted under the Plan upon the assumption of, or in substitution for, outstanding equity awards previously granted by a company or other entity in connection with a Corporate Transaction; provided, however, that in no event shall the term “Substitute Award” be construed to refer to an award made in connection with the cancellation and repricing of an Option or Share Appreciation Right.

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2.37 “Termination of Service” shall mean,

(a) As to a Consultant, the time when the engagement of a Holder as a Consultant to a Service Recipient is terminated for any reason, with or without cause, including, without limitation, by resignation, discharge, death or retirement, but excluding terminations where the Consultant simultaneously commences or remains in employment or service with the Company, any Subsidiary or any Related Entity.

(b) As to a Non-Employee Director, the time when a Holder who is a Non-Employee Director ceases to be a Director for any reason, including, without limitation, a termination by resignation, failure to be elected, death or retirement, but excluding terminations where the Holder simultaneously commences or remains in employment or service with the Company, any Subsidiary or any Related Entity.

(c) As to an Employee, the time when the employee-employer relationship between a Holder and the Service Recipient is terminated for any reason, including, without limitation, a termination by resignation, discharge, death, disability or retirement; but excluding terminations where the Holder simultaneously commences or remains in employment or service with the Company, any Subsidiary or any Related Entity.

The Administrator, in its sole discretion, shall determine the effect of all matters and questions relating to Terminations of Service, including, without limitation, the question of whether a Termination of Service resulted from a discharge for cause and all questions of whether particular leaves of absence constitute a Termination of Service; provided, however, that, with respect to Incentive Options, unless the Administrator otherwise provides in the terms of the Award Agreement or otherwise, a leave of absence, change in status from an employee to an independent contractor or other change in the employee-employer relationship shall constitute a Termination of Service only if, and to the extent that, such leave of absence, change in status or other change interrupts employment for the purposes of Section 422(a)(2) of the Code and the then applicable regulations and revenue rulings under said Section. For purposes of the Plan, a Holder’s employee-employer relationship or consultancy relations shall be deemed to be terminated in the event that the Subsidiary or Related Entity employing or contracting with such Holder ceases to remain a Subsidiary or Related Entity following any merger, sale of securities or other corporate transaction or event (including, without limitation, a spin-off).

2.38 “U.S. Person” means a “United States Person” within the meaning of Section 7701(a)(30) of the Code (i.e., a citizen or resident of the United States, including a lawful permanent resident, even if such individual resides outside of the United States).

ARTICLE 3.

SHARES SUBJECT TO THE PLAN

3.1 Number of Shares.

(a) Subject to Section 12.1 and Section 3.1(b), the aggregate number of Shares which may be issued or transferred pursuant to Awards including as Incentive Stock Options under the Plan is 19,026,120 Shares. Unless otherwise determined by the Board, Awards under this Plan shall be granted in 2014 and years afterwards.

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(b) To the extent that an Award terminates, expires, or lapses for any reason, or is settled in cash and not Shares, then any Shares subject to the Award shall again be available for the grant of an Award pursuant to the Plan. Shares delivered by the Holder or withheld by the Company upon the exercise of any Award under the Plan, in payment of the exercise price thereof or tax withholding thereon, may again be optioned, granted or awarded hereunder, subject to the limitations of Section 3.1(a). If any Shares forfeited by the Holder or redeemed or repurchased by the Company at the same or lesser price than paid by the Holder so that the Shares are again returned to the Company, these Shares may again be optioned, granted or awarded hereunder, subject to the limitations of Section 3.1(a). To the extent permitted by Applicable Laws, Shares issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by the Company, any Parent or any Subsidiary or Related Entity shall not be counted against Shares available for grant pursuant to the Plan. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not be counted against the Shares available for issuance under the Plan. Notwithstanding the provisions of this Section 3.1(b), no Shares may again be optioned, granted or awarded if such action would cause an Incentive Option to fail to qualify as an incentive stock option under Section 422 of the Code.

3.2 Share Distributed. Any Shares distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares, treasury Shares (subject to Applicable Laws) or Shares purchased on the open market.

ARTICLE 4.

GRANTING OF AWARDS

4.1 Participation. The Administrator may, from time to time, select from among all Eligible Individuals, those to whom an Award shall be granted and shall determine the nature and amount of each Award, which shall not be inconsistent with the requirements of the Plan. No Eligible Individual shall have any right to be granted an Award pursuant to the Plan.

4.2 Award Agreement. Each Award shall be evidenced by an Award Agreement. Award Agreements evidencing Incentive Options shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 422 of the Code. If necessary to comply with Section 409A of the Code, for each U.S. Person, the Shares subject to the Awards shall be “service recipient stock” within the meaning of Section 409A of the Code or the Award shall otherwise comply with Section 409A of the Code, unless the Holder consents otherwise.

4.3 Jurisdictions. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in the jurisdictions in which the Service Recipients operate or have Eligible Individuals, or in order to comply with the requirements of any securities exchange, the Administrator, in its sole discretion, shall have the power and authority to: (a) determine which Subsidiaries and Related Entities shall be covered by the Plan; (b) determine which Eligible Individuals are eligible to participate in the Plan; (c) modify the terms and conditions of any Award granted to Eligible Individuals to comply with Applicable Laws; (d) establish sub plans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable (any such sub plans and/or modifications shall be attached to the Plan as appendices); provided, however, that no such sub plans and/or modifications shall increase the share limitations contained in Section 3.1; and (e) take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any Applicable Laws including necessary local governmental regulatory exemptions or approvals or listing requirements of any such securities exchange. Notwithstanding the foregoing, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate the any Applicable Laws.

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4.4 Stand-Alone and Tandem Awards. Awards granted pursuant to the Plan may, in the sole discretion of the Administrator, be granted either alone, in addition to, or in tandem with, any other Award granted pursuant to the Plan. Awards granted in addition to or in tandem with other Awards may be granted either at the same time as or at a different time from the grant of such other Awards.

ARTICLE 5.

OPTIONS

5.1 General. The Administrator is authorized to grant Options to Eligible Individuals on the following terms and conditions:

(a) Exercise Price. The exercise price per Share subject to an Option shall be determined by the Administrator and set forth in the Award Agreement which may be a fixed or variable price related to the Fair Market Value of the Shares and shall in any event be not less than the par value of the Share; provided, however, that no Option may be granted to a U.S. Person at less than the Fair Market Value on the date of grant, without compliance with Section 409A of the Code, or the Holder’s consent. The exercise price per Share subject to an Option may be amended or adjusted in the absolute discretion of the Administrator, the determination of which shall be final, binding and conclusive. For the avoidance of doubt, to the extent not prohibited by Applicable Laws (including any applicable exchange rule), a downward adjustment of the exercise prices of Options mentioned in the preceding sentence shall be effective without the approval of the Company’s shareholders or the approval of the affected Holders.

(b) Vesting. The period during which the right to exercise, in whole or in part, an Option vests in the Holder shall be set by the Administrator and the Administrator may determine that an Option may not be exercised in whole or in part for a specified period after it is granted. Such vesting may be based on service with the Service Recipient or any other criteria selected by the Administrator. At any time after grant of an Option, the Administrator may, in its sole discretion and subject to whatever terms and conditions it selects, accelerate the period during which an Option vests. No portion of an Option which is unexercisable at a Holder’s Termination of Service shall thereafter become exercisable, except as may be otherwise provided by the Administrator either in the Award Agreement or by action of the Administrator following the grant of the Option.

(c) Time and Conditions of Exercise. The Administrator shall determine the time or times at which an Option may be exercised in whole or in part, including exercise prior to vesting and that a partial exercise must be with respect to a minimum number of shares. The Administrator shall also determine any conditions, if any, that must be satisfied before all or part of an Option may be exercised.

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(d) Partial Exercise. An exercisable Option may be exercised in whole or in part. However, an Option shall not be exercisable with respect to fractional shares and the Administrator may require that, by the terms of the Option, a partial exercise must be with respect to a minimum number of shares.

(e) Manner of Exercise. All or a portion of an exercisable Option shall be deemed exercised upon delivery of all of the following to the Secretary of the Company, or such other person or entity designated by the Administrator, or his, her or its office, as applicable:

(i) A written or electronic notice complying with the applicable rules established by the Administrator stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Holder or other person then entitled to exercise the Option or such portion of the Option;

(ii) Such representations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance with all Applicable Laws or regulations, and the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded. The Administrator may, in its sole discretion, also take whatever additional actions it deems appropriate to effect such compliance including, without limitation, placing legends on share certificates and issuing stop-transfer notices to agents and registrars;

(iii) In the event that the Option shall be exercised pursuant to Section 9.3 by any person or persons other than the Holder, appropriate proof of the right of such person or persons to exercise the Option, as determined in the sole discretion of the Administrator; and

(iv) Full payment of the exercise price and applicable withholding taxes to share administrator of the Company for the Shares with respect to which the Option, or portion thereof, is exercised, in a manner permitted by Section 9.1 and 9.2.

(f) Term. The term of any Option granted under the Plan shall not exceed ten years. Except as limited by the requirements of Section 409A or Section 422 of the Code and regulations and rulings thereunder, the Administrator may extend the term of any outstanding Option, and may extend the time period during which vested Options may be exercised, in connection with any Termination of Service of the Holder, and may amend any other term or condition of such Option relating to such a Termination of Service.

(g) Evidence of Grant. All Options shall be evidenced by an Award Agreement between the Company and the Holder. The Award Agreement shall include such additional provisions as may be specified by the Board.

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5.2 Incentive Options. Incentive Options may be granted to Employees of the Company, a Parent or Subsidiary of the Company. Incentive Options may not be granted to Employees of a Related Entity or to Non-Employee Directors or Consultants. The terms of any Incentive Options granted pursuant to the Plan, in addition to the requirements of Section 5.1, must comply with the following additional provisions of this Section 5.2:

(a) Expiration of Option. An Incentive Option may not be exercised to any extent by anyone after the first to occur of the following events:

(i) Ten years from the date it is granted, unless an earlier time is set in the Award Agreement;

(ii) Three months after the Holder’s Termination of Service as an Employee (save in the case of termination on account of disability or death); and

(iii) One year after the date of the Holder’s Termination of Service on account of disability or death. Upon the Holder’s disability or death, any Incentive Options exercisable at the Holder’s disability or death may be exercised by the Holder’s legal representative or representatives, by the person or persons entitled to do so pursuant to the Holder’s last will and testament, or, if the Holder fails to make testamentary disposition of such Incentive Option or dies intestate, by the person or persons entitled to receive the Incentive Option pursuant to the applicable laws of descent and distribution as determined under Applicable Laws.

(b) Individual Dollar Limitation. The aggregate Fair Market Value (determined as of the time the Option is granted) of all Shares with respect to which Incentive Options are first exercisable by a Holder in any calendar year may not exceed U.S. $100,000 or such other limitation as imposed by Section 422(d) of the Code, or any successor provision. To the extent that Incentive Options are first exercisable by a Holder in excess of such limitation, the excess shall be considered Non-Qualified Options.

(c) Ten Percent Owners. An Incentive Option shall be granted to any individual who, at the date of grant, owns Shares possessing more than ten percent of the total combined voting power of all classes of shares of the Company only if such Option is granted at a price that is not less than 110% of Fair Market Value on the date of grant and the Option is exercisable for no more than five years from the date of grant.

(d) Transfer Restriction. The Holder shall give the Company prompt notice of any disposition of Shares acquired by exercise of an Incentive Option within (i) two years from the date of grant of such Incentive Option or (ii) one year after the transfer of such Shares to the Holder.

(e) Expiration of Incentive Options. No Award of an Incentive Option may be made pursuant to this Plan after the tenth anniversary of the Effective Date.

(f) Right to Exercise. During a Holder’s lifetime, an Incentive Option may be exercised only by the Holder.

5.3 Substitute Awards. Notwithstanding the foregoing provisions of this Article 5 to the contrary, in the case of an Option that is a Substitute Award, the price per share of the shares subject to such Option may be less than the Fair Market Value per share on the date of grant, provided, that the excess of:(a) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the shares subject to the Substitute Award, over (b) the aggregate exercise price thereof does not exceed the excess of:(x) the aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Administrator) of the shares of the predecessor entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate exercise price of such shares.

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5.4 Substitution of Share Appreciation Rights. The Administrator may provide in the Award Agreement evidencing the grant of an Option that the Administrator, in its sole discretion, shall have the right to substitute a Share Appreciation Right for such Option at any time prior to or upon exercise of such Option; provided, that such Share Appreciation Right shall be exercisable with respect to the same number of Shares for which such substituted Option would have been exercisable.

ARTICLE 6.

AWARD OF RESTRICTED SHARE

6.1 Award of Restricted Share.

(a) The Administrator is authorized to grant Restricted Shares to Eligible Individuals, and shall determine the amount of, and the terms and conditions, including the restrictions applicable to each award of Restricted Shares, which terms and conditions shall not be inconsistent with the Plan, and may impose such conditions on the issuance of such Restricted Shares as it deems appropriate.

(b) The Administrator shall establish the purchase price, if any, and form of payment for Restricted Shares; provided, however, that such purchase price shall be no less than the par value of the Shares to be purchased, unless otherwise permitted by Applicable Laws. In all cases, legal consideration shall be required for each issuance of Restricted Shares. For the avoidance of doubt, Restricted Shares may be granted and issued to an Eligible Individual in consideration for such Eligible Individual’s continued employment by the Company or other Service Recipients, without any additional cash consideration being payable by such Eligible Individual.

6.2 Rights as Shareholders. Subject to Section 6.4, upon issuance of Restricted Shares, the Holder shall have, unless otherwise provided by the Administrator, all the rights of a shareholder with respect to said shares, subject to the restrictions in his or her Award Agreement, including the right to receive all dividends and other distributions paid or made with respect to the shares; provided, however, that, in the sole discretion of the Administrator, any extraordinary distributions with respect to the Shares shall be subject to the restrictions set forth in Section 6.3.

6.3 Restrictions. All Restricted Shares (including any Shares received by Holders thereof with respect to the Restricted Shares as a result of share dividends, share splits or any other form of recapitalization) shall, in the terms of each individual Award Agreement, be subject to such restrictions and vesting requirements as the Administrator shall provide. Such restrictions may include, without limitation, restrictions concerning voting rights and transferability and such restrictions may lapse separately or in combination at such times and pursuant to such circumstances or based on such criteria as selected by the Administrator, including, without limitation, criteria based on the Holder’s duration of employment, directorship or consultancy with the Service Recipient, or other criteria selected by the Administrator. By action taken after the Restricted Shares are issued, the Administrator may, on such terms and conditions as it may determine to be appropriate, accelerate the vesting of such Restricted Shares by removing any or all of the restrictions imposed by the terms of the Award Agreement. Restricted Shares may not be sold or encumbered until all restrictions are terminated or expire.

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6.4 Forfeiture or Compulsory Redemption of Restricted Shares. If no cash consideration was paid by the Holder for the Restricted Shares, upon a Termination of Service the Holder’s rights in unvested Restricted Shares then subject to restrictions shall lapse, and such Restricted Shares shall be forfeited (meaning that they shall be surrendered to the Company and cancelled without consideration). If cash consideration was paid by the Holder for the Restricted Shares, upon a Termination of Service, the Company shall have the right to compulsorily redeem from the Holder (without any further action required on the part of the Holder) the unvested Restricted Shares then held by such Holder and which are subject to restrictions, at a cash price per share equal to the cash consideration paid by the Holder for such Restricted Shares or such other amount as may be specified in the Award Agreement. The Administrator in its sole discretion may provide that in the event of certain events the Holder’s rights in unvested Restricted Shares shall not lapse, such Restricted Shares shall vest and shall be non-forfeitable, and if applicable, the Company shall not have a right of compulsory redemption.

6.5 Certificates for Restricted Share. Restricted Shares granted pursuant to the Plan may be evidenced in such manner as the Administrator shall determine. Certificates or book entries evidencing Restricted Shares must include an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Shares, and the Company may, in its sole discretion, retain physical possession of any share certificate until such time as all applicable restrictions lapse.

ARTICLE 7.

AWARD OF DIVIDEND EQUIVALENTS, DEFERRED SHARES, SHARE PAYMENTS, RESTRICTED SHARE UNITS

7.1 Dividend Equivalents. Dividend Equivalents may be granted by the Administrator based on dividends declared on the Shares, to be credited as of dividend payment dates during the period between the date an Award is granted to a Holder and the date such Award vests, is exercised, is distributed or expires, as determined by the Administrator. Such Dividend Equivalents shall be converted to cash or additional Shares by such formula and at such time and subject to such limitations as may be determined by the Administrator. Dividend Equivalents shall not be granted on Options or Share Appreciation Rights granted to U.S. Persons.

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7.2 Share Payments. The Administrator is authorized to make Share Payments to any Eligible Individual. The number or value of shares of any Share Payment shall be determined by the Administrator and may be based upon any other criteria, including service to the Service Recipients, determined by the Administrator. Share Payments may, but are not required to be made in lieu of base salary, bonus, fees or other cash compensation otherwise payable to such Eligible Individual.

7.3 Deferred Shares. The Administrator is authorized to grant Deferred Share to any Eligible Individual. The number of shares of Deferred Share shall be determined by the Administrator and may be based on any specific criteria, including service to the Service Recipients, as the Administrator determines, in each case on a specified date or dates or over any period or periods determined by the Administrator. Shares underlying a Deferred Share award will not be issued until the Deferred Share award has vested, pursuant to a vesting schedule or other conditions or criteria set by the Administrator. Unless otherwise provided by the Administrator, a Holder of Deferred Share shall have no rights as a Company shareholder with respect to such Deferred Share until such time as the Award has vested and the Shares underlying the Award has been issued to the Holder.

7.4 Restricted Share Units. The Administrator is authorized to grant Restricted Share Units to any Eligible Individual. The number and terms and conditions of Restricted Share Units shall be determined by the Administrator. The Administrator shall specify the date or dates on which the Restricted Share Units shall become fully vested and non-forfeitable, and may specify such conditions to vesting as it deems appropriate, including service to the Service Recipients, in each case on a specified date or dates or over any period or periods, as the Administrator determines. The Administrator shall specify, or permit the Holder to elect, the conditions and dates upon which the Shares underlying the Restricted Share Units which shall be issued, which dates shall not be earlier than the date as of which the Restricted Share Units vest and become non-forfeitable and which conditions and dates shall be subject to compliance with Section 409A of the Code, to the extent applicable to the Holder. Restricted Share Units may be paid in cash, Shares or both, as Determined by the Administrator. On the distribution dates, the Company shall issue to the Holder one unrestricted, fully transferable Shares (or the Fair Market Value of one such Share in cash) for each vested and non-forfeitable Restricted Share Unit.

7.5 Term. The term of a Dividend Equivalent award, Deferred Share award, Share Payment award and/or Restricted Share Unit award shall be set by the Administrator in its sole discretion.

7.6 Exercise or Purchase Price. The Administrator may establish the exercise or purchase price of shares of a Deferred Share award, shares distributed as a Share Payment award or shares distributed pursuant to a Restricted Share Unit award; provided, however, that value of the consideration shall not be less than the par value of a Share, unless otherwise permitted by Applicable Laws.

7.7 Exercise upon Termination of Service. A Dividend Equivalent award, Deferred Share award, Share Payment award and/or Restricted Share Unit award is exercisable or distributable only while the Holder is an Employee, Director or Consultant, as applicable. The Administrator, however, in its sole discretion may provide that the Dividend Equivalent award, Deferred Share award, Share Payment award and/or Restricted Share Unit award may be exercised or distributed subsequent to a Termination of Service in certain events.

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ARTICLE 8.

AWARD OF SHARE APPRECIATION RIGHTS

8.1 Grant of Share Appreciation Rights.

(a) The Administrator is authorized to grant Share Appreciation Rights to Eligible Individuals from time to time, in its sole discretion, on such terms and conditions as it may determine consistent with the Plan. The term of any Share Appreciation Right granted under the Plan shall not exceed ten years. Except as limited by the requirements of Section 409A and regulations and rulings thereunder, the Administrator may extend the term of any outstanding Share Appreciation Right, and may extend the time period during which vested Share Appreciation Rights may be exercised, in connection with any Termination of Service of the Holder, and may amend any other term or condition of such Share Appreciation Right relating to such a Termination of Service.

(b) A Share Appreciation Right shall entitle the Holder (or other person entitled to exercise the Share Appreciation Right pursuant to the Plan) to exercise all or a specified portion of the Share Appreciation Right (to the extent then exercisable pursuant to its terms) and to receive from the Company an amount determined by multiplying the difference obtained by subtracting the exercise price per Share of the Share Appreciation Right from the Fair Market Value per Share on the date of exercise of the Share Appreciation Right by the number of Shares with respect to which the Share Appreciation Right shall have been exercised, subject to any limitations the Administrator may impose.

(c) The exercise price per Share subject to a Share Appreciation Right shall be determined by the Administrator and set forth in the Award Agreement which may be a fixed or variable price related to the Fair Market Value of the Shares but shall in any event be not less than the par value of the Share; provided, however, that no Share Appreciation Right may be granted to a U.S. Person at less than the Fair Market Value on the date of grant, without compliance with Section 409A of the Code, or the Holder’s consent. The exercise price per Share subject to a Share Appreciation Right may be amended or adjusted in the absolute discretion of the Administrator, the determination of which shall be final, binding and conclusive. For the avoidance of doubt, to the extent not prohibited by Applicable Laws (including any applicable securities exchange rule), a downward adjustment of the exercise prices of Share Appreciation Rights mentioned in the preceding sentence shall be effective without the approval of the Company’s shareholders or the approval of the affected Holders.

(d) In the case of a Share Appreciation Right that is a Substitute Award, the price per share of the Shares subject to such Share Appreciation Right may be less than the Fair Market Value per Share on the date of grant, provided, that the excess of:(a) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the Shares subject to the Substitute Award, over (b) the aggregate exercise price thereof does not exceed the excess of:(x) the aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Administrator) of the shares of the predecessor entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate exercise price of such shares.

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8.2 Share Appreciation Right Vesting.

(a) The period during which the right to exercise, in whole or in part, a Share Appreciation Right vests in the Holder shall be set by the Administrator and the Administrator may determine that a Share Appreciation Right may not be exercised in whole or in part for a specified period after it is granted. Such vesting may be based on service with the Service Recipients, or any other criteria selected by the Administrator. At any time after grant of a Share Appreciation Right, the Administrator may, in its sole discretion and subject to whatever terms and conditions it selects, accelerate the period during which a Share Appreciation Right vests.

(b) No portion of a Share Appreciation Right which is un-exercisable at Termination of Service shall thereafter become exercisable, except as may be otherwise provided by the Administrator either in the Award Agreement or by action of the Administrator following the grant of the Share Appreciation Right.

8.3 Manner of Exercise. All or a portion of an exercisable Share Appreciation Right shall be deemed exercised upon delivery of all of the following to the Administrator, or such other person or entity designated by the Administrator, or his, her or its office, as applicable:

(a) A written or electronic notice complying with the applicable rules established by the Administrator stating that the Share Appreciation Right, or a portion thereof, is exercised. The notice shall be signed by the Holder or other person then entitled to exercise the Share Appreciation Right or such portion of the Share Appreciation Right;

(b) Such representations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act and any other federal, state or foreign securities laws or regulations. The Administrator may, in its sole discretion, also take whatever additional actions it deems appropriate to effect such compliance; and

(c) In the event that the Share Appreciation Right shall be exercised pursuant to this Section 8.3 by any person or persons other than the Holder, appropriate proof of the right of such person or persons to exercise the Share Appreciation Right, in the sole discretion of the Administrator.

8.4 Payment. Amounts payable upon exercise of a Share Appreciation Right shall be in cash, Shares (based on its Fair Market Value as of the date the Share Appreciation Right is exercised), or a combination of both, as determined by the Administrator.

ARTICLE 9.

ADDITIONAL TERMS OF AWARDS

9.1 Payment. The Administrator shall determine the methods by which payments by any Holder with respect to any Awards granted under the Plan shall be made, including, without limitation: (a) cash or check, (b) Shares (including, in the case of payment of the exercise price of an Award, Shares issuable pursuant to the exercise of the Award) or Shares held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences under Applicable Accounting Standards, in each case, having a Fair Market Value on the date of delivery equal to the aggregate payments required, (c) delivery of a notice that the Holder has placed a market sell order with a broker with respect to Shares then issuable upon exercise or vesting of an Award, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate payments required, provided, that payment of such proceeds is then made to the Company upon settlement of such sale, or (d) other form of legal consideration acceptable to the Administrator. The Administrator shall also determine the methods by which Shares shall be delivered or deemed to be delivered to Holders. Notwithstanding any other provision of the Plan to the contrary, no Holder shall be permitted to make payment with respect to any Awards granted under the Plan to the extent prohibited by Applicable Laws.

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9.2 Tax Withholding. No Shares shall be delivered under the Plan to any Holder until such Holder has made arrangements acceptable to the Administrator for the satisfaction of any income, employment, social welfare or other tax withholding obligations under Applicable Laws. Each Service Recipient shall have the authority and the right to deduct or withhold, or require a Holder to remit to the applicable Service Recipient, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Holder’s employment, social welfare or other tax obligations) required by Applicable Laws to be withheld with respect to any taxable event concerning a Holder arising as a result of the Plan. The Administrator may in its sole discretion and in satisfaction of the foregoing requirement allow a Holder to elect to have the Company withhold Shares otherwise issuable under an Award (or allow the surrender of Shares). The number of Shares which may be so withheld or surrendered shall be limited to the number of Shares which have a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for tax purposes that are applicable to such taxable income. The Administrator shall determine the Fair Market Value of the Shares, consistent with Applicable Laws, for tax withholding obligations due in connection with a broker-assisted cashless Option or Share Appreciation Right exercise involving the sale of shares to pay the Option or Share Appreciation Right exercise price or any tax withholding obligation.

9.3 Transferability of Awards.

(a) Except as otherwise provided in Section 9.3(b):

(i) No Award under the Plan may be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution or, subject to the consent of the Administrator, as required under applicable domestic relations laws, unless and until such Award has been exercised, or the shares underlying such Award have been issued, and all restrictions applicable to such shares have lapsed;

(ii) No Award or interest or right therein shall be liable for the debts, contracts or engagements of the Holder or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence; and

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(iii) During the lifetime of the Holder, only the Holder may exercise an Award (or any portion thereof) granted to him under the Plan, unless it has been disposed of pursuant to applicable domestic relations law; after the death of the Holder, any exercisable portion of an Award may, prior to the time when such portion becomes un-exercisable under the Plan or the applicable Award Agreement, be exercised by his personal representative or by any person empowered to do so under the deceased Holder’s will or under the then Applicable Laws of descent and distribution.

(b) Notwithstanding Section 9.3(a), the Administrator, in its sole discretion, may determine to permit a Holder to transfer an Award other than an Incentive Option to certain persons or entities related to the Holder, including but not limited to members of the Holder’s family, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are members of the Holder’s family and/or charitable institutions, or to such other persons or entities as may be expressly approved by the Board, pursuant to such conditions and procedures as the Administrator may establish, including the following conditions:(i) an Award transferred shall not be assignable or transferable other than by will or the laws of descent and distribution; (ii) an Award transferred shall continue to be subject to all the terms and conditions of the Award as applicable to the original Holder (other than the ability to further transfer the Award); and (iii) the Holder and the permitted transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a permitted transferee, (B) satisfy any requirements for an exemption for the transfer under Applicable Laws and (C) evidence the transfer.

(c) Notwithstanding Section 9.3(a), a Holder may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Holder and to receive any distribution with respect to any Award upon the Holder’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and any Award Agreement applicable to the Holder, except to the extent the Plan and Award Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Administrator. If the Holder is married and resides in a community property jurisdiction, a designation of a person other than the Holder’s spouse as his or her beneficiary with respect to more than 50% of the Holder’s interest in the Award shall not be effective without the prior written or electronic consent of the Holder’s spouse. If no beneficiary has been designated or survives the Holder, payment shall be made to the person entitled thereto pursuant to the Holder’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Holder at any time provided the change or revocation is filed with the Administrator prior to the Holder’s death.

9.4 Conditions to Issuance of Shares.

(a) Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates or make any book entries evidencing Shares pursuant to the exercise of any Award, unless and until the Board has determined, with advice of counsel, that the issuance of such Shares is in compliance with all Applicable Laws and the Shares are covered by an effective registration statement or applicable exemption from registration. In addition to the terms and conditions provided herein, the Board may require that a Holder make such reasonable covenants, agreements, and representations as the Board, in its discretion, deems advisable in order to comply with any such laws, regulations, or requirements.

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(b) All Share certificates delivered pursuant to the Plan and all Shares issued pursuant to book entry procedures are subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with all Applicable Laws. The Administrator may place legends on any Shares certificate or book entry to reference restrictions applicable to the Shares.

(c) The Administrator shall have the right to require any Holder to comply with any timing or other restrictions with respect to the settlement, distribution or exercise of any Award, including a window-period limitation, as may be imposed in the sole discretion of the Administrator.

(d) No fractional Shares shall be issued and the Administrator shall determine, in its sole discretion, whether cash shall be given in lieu of fractional shares or whether such fractional shares shall be eliminated by rounding down.

(e) Notwithstanding any other provision of the Plan, unless otherwise determined by the Administrator or required by any Applicable Laws, the Company shall not deliver to any Holder certificates evidencing Shares issued in connection with any Award and instead such Shares shall be recorded in the books of the Company (or, as applicable, the Administrator or the transfer agent of the Company).

9.5 Forfeiture Provisions. Pursuant to its general authority to determine the terms and conditions applicable to Awards under the Plan, the Administrator shall have the right to provide, in the terms of Awards made under the Plan, or to require a Holder to agree by separate written instrument, that:(a) any proceeds, gains or other economic benefit actually or constructively received by the Holder upon any receipt or exercise of the Award, or upon the receipt or resale of any Shares underlying the Award, must be paid to the Company, and (b) the Award shall terminate and any unexercised portion of the Award (whether or not vested) shall be forfeited, if (i) a Termination of Service occurs prior to a specified date, or within a specified time period following receipt or exercise of the Award, or (ii) the Holder at any time, or during a specified time period, engages in any activity in competition with the Company, or which is inimical, contrary or harmful to the interests of the Company, as further defined by the Administrator or (iii) the Holder incurs a Termination of Service for “cause” (as such term is defined in the sole discretion of the Administrator, or as set forth in a written agreement relating to such Award between the Company and the Holder).

9.6 Applicable Currency. Unless otherwise required by Applicable Laws, or as determined in the discretion of the Administrator, all Awards shall be designated in U.S. dollars. A Holder may be required to provide evidence that any currency used to pay the exercise price of any Award were acquired and taken out of the jurisdiction in which the Holder resides in accordance with Applicable Laws, including foreign exchange control laws and regulations. In the event the exercise price for an Award is paid in another foreign currency, as permitted by the Administrator, the amount payable will be determined by conversion from U.S. dollars at the exchange rate as selected by the Administrator on the date of exercise.

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ARTICLE 10.

ADMINISTRATION

10.1 Administrator. The Board shall administer the Plan (except otherwise permitted herein). The Board may delegate its authority hereunder to the extent permitted by Section 10.6.

10.2 Duties and Powers of Board. It shall be the duty of the Board to conduct the general administration of the Plan in accordance with its provisions. The Board shall have the power to interpret the Plan and the Award Agreement, and to adopt such rules for the administration, interpretation and application of the Plan as are not inconsistent therewith, to interpret, amend or revoke any such rules and to amend any Award Agreement provided that the rights or obligations of the Holder of the Award that is the subject of any such Award Agreement are not affected adversely by such amendment, unless the consent of the Holder is obtained or such amendment is otherwise permitted under Section 11.10. Any such grant or award under the Plan need not be the same with respect to each Holder. Any such interpretations and rules with respect to Incentive Options shall be consistent with the provisions of Section 422 of the Code.

10.3 Action by the Board. Unless otherwise established by the Board, a majority of the Board shall constitute a quorum and the acts of a majority of the Directors present at any meeting at which a quorum is present, and acts approved in writing by all Directors in lieu of a meeting, shall be deemed the acts of the Board. Each Director is entitled to, in good faith, rely or act upon any report or other information furnished to him or hereby any officer or other employee of a Service Recipient, the Company’s independent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan.

10.4 Authority of Administrator. Subject to any specific designation in the Plan, the Administrator has the exclusive power, authority and sole discretion to:

(a) Designate Eligible Individuals to receive Awards;

(b) Determine the type or types of Awards to be granted to each Eligible Individual;

(c) Determine the number of Awards to be granted and the number of Shares to which an Award will relate;

(d) Determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, grant price, or purchase price, any reload provision, any restrictions or limitations on the Award, any schedule for vesting, lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, and any provisions related to non-competition and recapture of gain on an Award, based in each case on such considerations as the Administrator in its sole discretion determines;

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(e) Determine whether, to what extent, and pursuant to what circumstances an Award may be settled in, or the exercise price of an Award may be paid in cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;

(f) Prescribe the form of each Award Agreement, which need not be identical for each Holder;

(g) Adjust the number of shares subject to any award, adjust the price of any or all outstanding awards or otherwise change previously imposed terms and conditions, in such circumstances as the Administrator may deem appropriate. For the avoidance of doubt, to the extent not prohibited by applicable laws (including any applicable exchange rule), a downward adjustment of the prices of any awards mentioned in the preceding sentence shall be effective without the approval of the Company’s shareholders or the approval of the affected participants

(h) Decide all other matters that must be determined in connection with an Award;

(i) Establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan;

(j) Interpret the terms of, and any matter arising pursuant to, the Plan or any Award Agreement; and

(k) Make all other decisions and determinations that may be required pursuant to the Plan or as the Administrator deems necessary or advisable to administer the Plan.

10.5 Decisions Binding. The Administrator’s interpretation of the Plan, any Awards granted pursuant to the Plan, any Award Agreement and all decisions and determinations by the Administrator with respect to the Plan are final, binding, and conclusive on all parties.

10.6 Delegation of Authority. To the extent permitted by Applicable Laws, the Board may from time to time delegate to a committee of one or more members of the Board or the chief executive officer of the Company the authority to grant or amend Awards or to take other administrative actions pursuant to Article 10; provided, however, that in no event shall an officer be delegated the authority to grant awards to, or amend awards held by, the following individuals:(a) individuals who are subject to Section 16 of the Exchange Act, or (b) officers of the Company (or Directors) to whom authority to grant or amend Awards has been delegated hereunder. Any delegation hereunder shall be subject to the restrictions and limits that the Board specifies at the time of such delegation, and the Board may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under this Section 10.6 shall serve in such capacity at the pleasure of the Board.

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ARTICLE 11.

MISCELLANEOUS PROVISIONS

11.1 Effective Date. The Plan has been adopted and approved by the Board, subject to shareholder approval. The Plan will be effective as of the date it is approved by the Company’s shareholders (the “Effective Date”). The Plan will be deemed to be approved by the shareholders if (i) a resolution approving the Plan is passed by a simple majority of votes cast by shareholders or by proxy of shareholders entitled to vote at a general meeting of the Company duly held in accordance with the applicable provisions of the Company’s Memorandum of Association and Articles of Association, or (ii) the Plan is approved in writing by all of the shareholders entitled to vote at a general meeting of the Company in accordance with the applicable provisions of the Company’s Memorandum of Association and Articles of Association. Awards may be granted or awarded prior to such shareholder approval, provided, that such Awards shall not be exercisable, shall not vest and the restrictions thereon shall not lapse and no Shares shall be issued pursuant thereto prior to the Effective Date, and provided further, that if such approval has not been obtained within twelve (12) months after adoption of the Plan by the Board, all Awards previously granted or awarded under the Plan shall thereupon be canceled and become null and void.

11.2 Expiration Date. The Plan will expire on, and no Award may be granted pursuant to the Plan after, the tenth anniversary of the Effective Date. Any Awards that are outstanding on the tenth anniversary of the Effective Date shall remain in force according to the terms of the Plan and the applicable Award Agreement.

11.3 Amendment, Suspension or Termination of the Plan. Except as otherwise provided in this Section 11.3, at any time and from time to time, the Administrator may terminate, amend or modify the Plan; provided, however, that (a) to the extent necessary and desirable to comply with Applicable Laws the Company shall obtain shareholder approval of any Plan amendment in such a manner and to such a degree as required, and (b) shareholder approval is required for any amendment to the Plan that (i) increases the number of Shares available under the Plan (other than any adjustment as provided by Article 12), (ii) permits the Administrator to extend the term of the Plan or the exercise period for an Option or Share Appreciation Right beyond ten years from the date of grant, or (iii) results in a material increase in benefits or a change in eligibility requirements. Except as provided in the Plan or any Award Agreement, no amendment, suspension or termination of the Plan shall, without the consent of the Holder, impair any rights or obligations under any Award theretofore granted or awarded.

11.4 No Shareholders Rights. Except as otherwise provided herein, a Holder shall have none of the rights of a shareholder with respect to Shares covered by any Award until the Holder becomes the record owner of such Shares.

11.5 Paperless Administration. In the event that the Company establishes, for itself or using the services of a third party, an automated system for the documentation, granting or exercise of Awards, such as a system using an internet website or interactive voice response, then the paperless documentation, granting or exercise of Awards by a Holder may be permitted through the use of such an automated system.

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11.6 Effect of Plan upon Other Compensation Plans. The adoption of the Plan shall not affect any other compensation or incentive plans in effect for a Service Recipient. Nothing in the Plan shall be construed to limit the right of a Service Recipient:(a) to establish any other forms of incentives or compensation for Eligible Individuals, or (b) to grant or assume options or other rights or awards otherwise than under the Plan in connection with any proper corporate purpose including without limitation, the grant or assumption of options in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, securities or assets of any corporation, partnership, limited liability company, firm or association.

11.7 Compliance with Laws. The Plan, the granting and vesting of Awards under the Plan and the issuance and delivery of Shares and the payment of money under the Plan or under Awards granted or awarded hereunder are subject to compliance with all Applicable Laws (including but not limited to securities law and margin requirements), and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. Any securities delivered under the Plan shall be subject to such restrictions, and the person acquiring such securities shall, if requested by the Company, provide such assurances and representations to the Company as the Company may deem necessary or desirable to assure compliance with all applicable legal requirements. To the extent permitted by Applicable Laws, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such Applicable Laws.

11.8 Titles and Headings, References to Sections of the Code or Exchange Act. The titles and headings of the Sections in the Plan are for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. References to sections of the Code or the Exchange Act shall include any amendment or successor thereto.

11.9 Governing Law. The Plan and any agreements hereunder shall be administered, interpreted and enforced under the internal laws of the Cayman Islands without regard to conflicts of laws thereof.

11.10 Section 409A. To the extent that the Administrator determines that any Award granted under the Plan is subject to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code. To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that following the Effective Date the Administrator determines that any Award may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the Effective Date), the Administrator may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance and thereby avoid the application of any penalty taxes under such Section.

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11.11 No Rights to Awards. No Eligible Individual or other person shall have any claim to be granted any Award pursuant to the Plan, and neither the Company nor the Administrator is obligated to treat Eligible Individuals, Holders or any other persons uniformly.

11.12 No Right to Employment or Services. Nothing in the Plan or any Award Agreement shall interfere with or limit in any way the right of the Service Recipient to terminate any Holder’s employment or services at any time, nor confer upon any Holder any right to continue in the employ or service of any Service Recipient.

11.13 Unfunded Status of Awards. The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Holder pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Holder any rights that are greater than those of a general creditor of the Company, any Subsidiary or any Related Entity.

11.14 Indemnification. To the extent allowable pursuant to Applicable Laws, each Director of the Board shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; provided he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Company’s Memorandum of Association and the Articles of Association, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

11.15 Relationship to other Benefits. No payment pursuant to the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of any Service Recipient except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.

11.16 Expenses. The expenses of administering the Plan shall be borne by the Service Recipients.

ARTICLE 12.

CHANGES IN CAPITAL STRUCTURE

12.1 Adjustments. In the event of any distribution, share split, combination or exchange of Shares, amalgamation, arrangement or consolidation, reorganization of the Company, including the Company becoming a subsidiary in a transaction not involving a Corporate Transaction, spin-off, recapitalization or other distribution (other than normal cash dividends) of Company assets to its shareholders, or any other change affecting the Shares or the share price of a Share, the Administrator shall make such proportionate and equitable adjustments, if any, to reflect such change with respect to (a) the aggregate number and type of shares that may be issued under the Plan (including, but not limited to, adjustments of the limitations in Section 3.1 and substitutions of shares in a parent or surviving company); (b) the terms and conditions of any outstanding Awards (including, without limitation, any applicable performance targets or criteria with respect thereto); and (c) the grant or exercise price per share for any outstanding Awards under the Plan. The form and manner of any such adjustments shall be determined by the Administrator in its sole discretion.

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12.2 Corporate Transactions. Except as may otherwise be provided in any Award Agreement or any other written agreement entered into by and between the Company and a Holder, if a Corporate Transaction occurs and a Holder’s Awards are not converted, assumed, or replaced by a successor as provided in Section 12.3, such Awards shall become fully exercisable and all forfeiture restrictions on such Awards shall lapse. Upon, or in anticipation of, a Corporate Transaction, the Administrator may in its sole discretion provide for (a) any and all Awards outstanding hereunder to terminate at a specific time in the future and shall give each Holder the right to exercise such Awards during a period of time as the Administrator shall determine, (b) either the purchase of any Award for an amount of cash equal to the amount that could have been attained upon the exercise of such Award or realization of the Holder’s rights had such Award been currently exercisable or payable or fully vested (and, for the avoidance of doubt, if as of such date the Board determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Holder’s rights, then such Award may be terminated by the Company without payment), or (c) the replacement of such Award with other rights or property selected by the Administrator in its sole discretion or the assumption of or substitution of such Award by the successor or surviving corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of Shares and prices.

12.3 Assumption of Awards – Corporate Transactions. In the event of a Corporate Transaction, each Award may be assumed by the successor entity or Parent thereof in connection with the Corporate Transaction. Except as provided otherwise in an individual Award Agreement, an Award will be considered assumed if the Award either is (a)assumed by the successor entity or Parent thereof or replaced with a comparable Award (as determined by the Administrator) with respect to capital shares (or equivalent) of the successor entity or Parent thereof or (b)replaced with a cash incentive program of the successor entity which preserves the compensation element of such Award existing at the time of the Corporate Transaction and provides for subsequent payout in accordance with the same vesting schedule applicable to such Award. If an Award is assumed in a Corporate Transaction, then such Award, the replacement Award or the cash incentive program automatically shall become fully vested, exercisable and payable and be released from any restrictions on transfer (other than transfer restrictions applicable to Options) and redemption or forfeiture rights, immediately upon termination of the Holder’s employment or service with all Service Recipients within twelve (12) months of the Corporate Transaction without cause.

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12.4 Outstanding Awards – Other Changes. In the event of any other change in the capitalization of the Company or corporate change other than those specifically referred to in this Article 12, the Board may, in its absolute discretion, make such adjustments in the number and class of shares subject to Awards outstanding on the date on which such change occurs and in the per share grant or exercise price of each Award as the Administrator may consider appropriate to prevent dilution or enlargement of rights.

12.5 No Other Rights. Except as expressly provided in the Plan, no Holder shall have any rights by reason of any subdivision or consolidation of shares of any class, the payment of any dividend, any increase or decrease in the number of shares of any class or any dissolution, liquidation, merger, or consolidation of the Company or any other corporation. Except as expressly provided in the Plan or pursuant to action of the Administrator under the Plan, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares subject to an Award or the grant or exercise price of any Award.

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EX-10.2

Exhibit 10.2

FUND AND DIRECTOR INDEMNIFICATION AGREEMENT

This FUND AND DIRECTOR INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of             , 2015, is made by and among Baozun Inc., a company organized under the laws of the Cayman Islands (the “Company”),                      (the “Director”), and                      (the “Fund”). The Director and the Fund shall be referred to herein individually as the “Indemnitee” and collectively as the “Indemnitees.”

RECITALS

A. The Company and the Indemnitees recognize the continued difficulty in obtaining liability insurance for its directors and officers, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance.

B. The Company and the Indemnitees further recognize the substantial increase in corporate litigation in general, which subjects directors, officers, employees, controlling persons, shareholders, agents and fiduciaries to expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely limited.

C. The Indemnitees do not regard the current protection available as adequate under the present circumstances, and the Indemnitees and other directors and officers of the Company may not be willing to serve in such capacities without additional protection.

D. The Company (i) desires to attract and retain highly qualified individuals and entities, such as Director, to serve the Company and, in part, in order to induce the Director to be involved with the Company and (ii) wishes to provide for the indemnification and advancing of expenses to each Indemnitee to the maximum extent permitted by law as provided herein.

E. In view of the considerations set forth above, the Company desires that each Indemnitee be indemnified by the Company as set forth herein.

NOW, THEREFORE, the Company and each Indemnitee hereby agree as follows:

1. Indemnification.

(a) Indemnification of Expenses.

(i) Third-Party Claims. Subject to Section 8 below, the Company shall indemnify and hold harmless the Director to the fullest extent permitted by law if the Director was or is or becomes a party to or witness of or other participant in, or is threatened to be made a party to or witness of, any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, or any hearing, inquiry or investigation that such Director believes might lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative, investigative or other (hereinafter a “Claim”) (other than an action by right of the Company) by reason of (or arising in part out of) any event or occurrence related to the fact that the Director is or was a director, officer, employee, agent or fiduciary of the Company, or any subsidiary of the Company, or is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, or by reason of any action or inaction on the part of the Director while serving in such capacity (hereinafter, an “Agent”) or as a direct or indirect result of any Claim made by any shareholder of the Company against the Director and arising out of or related to any round of financing of the Company (including but not limited to Claims regarding non-participation, or non-pro rata participation, in such round by such shareholder), or made by a third party against the Director based on any misstatement or omission of a material fact by the Company in violation of any duty of disclosure imposed on the Company by securities or common laws (hereinafter an “Indemnification Event”) against any and all expenses (including attorneys’ fees and all other costs, expenses and obligations reasonably incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in, any such action, suit proceeding, alternative dispute resolution mechanism, hearing, inquiry or investigation), judgments, fines, penalties and amounts paid in settlement (if, and only if, such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) of such Claim and any federal, state, local or foreign taxes imposed on an Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement (collectively, the “Expenses”), including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses. Such payment of Expenses shall be made by the Company as soon as practicable but in any event no later than twenty (20) days after written demand by an Indemnitee therefore is presented to the Company.

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(ii) Derivative Actions. If the Director is a person who was or is a party or is threatened to be made a party to any Claim by or in the right of the Company to procure a judgment in its favor by reason of the fact that he or she is or was an Agent of the Company, or by reason of anything done or not done by him or her in any such capacity, the Company shall indemnify the Director against any amounts paid in settlement of any such Claim and all Expenses actually and reasonably incurred by him or her in connection with the investigation, defense, settlement or appeal of such Claim if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company; except that no indemnification under this subsection shall be made in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the Company by a court of competent jurisdiction due to willful misconduct of a culpable nature in the performance of his or her duty to the Company, unless and only to the extent that the court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem proper.

(iii) Priority. In connection with Section 1(a)(i) and Section 1(a)(ii) hereof, the Company hereby acknowledges that the Director has certain rights to indemnification, advancement of Expenses and/or insurance provided by the Fund and certain of its affiliates (for the purpose of this subparagraph, collectively, the “Investor Indemnitors”). Notwithstanding anything in this Agreement to the contrary, the Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to the Director are primary and any obligation of the Investor Indemnitors to advance Expenses or to provide indemnification for the same Expenses or liabilities incurred by the Director are secondary), (ii) that it shall be required to advance the full amount of Expenses incurred by the Director and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the Memorandum and Articles of Association of the Company, as may be amended from time to time (the “Charter”), or any other agreement between the Company and the Director, applicable law or otherwise, without regard to any rights the Director may have against the Investor Indemnitors, and, (iii) that it irrevocably waives, relinquishes and releases the Investor Indemnitors from any and all claims against the Investor Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Investor Indemnitors on behalf of the Director with respect to any Claim for which the Director has sought indemnification from the Company shall affect the foregoing and the Investor Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Director against the Company. The Company and the Director agree that the Investor Indemnitors are express third party beneficiaries of the terms of this
Section 1(a)(iii).

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(iv) Indemnification of Fund. The Company agrees that, if and whenever the Fund is or was a party or is threatened to be made a party to or is in any way involved in any Claim (including without limitation any such Claim brought by or in the right of the Company), by reason of the fact that (i) the Director is or was an Agent, (ii) by reason of anything done or not done by the Director in such capacity, or (iii) by reason of the fact that the Fund is or was acting as an express agent of the Company upon the request of the Company and solely for the benefit of the Company (provided that the fact that the Fund will incidentally benefit as a shareholder from such action will not alone mean that such action is not or was not solely for the benefit of the Company), the Company shall indemnify the Fund against all Expenses actually and reasonably incurred by the Fund or on the Fund’s behalf in connection with such Claim (including but not limited to in connection with the investigation, defense, settlement or appeal of such Claim) except to the extent that any such Expenses arise from a Claim for which the Director is not entitled to indemnification hereunder pursuant to Section 8 hereof or under applicable law.

(b) Reviewing Party. Notwithstanding the foregoing, (i) the obligations of the Company under Section 1(a) shall be subject to the condition that the Reviewing Party (as described in Section 10(e) hereof) shall not have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 1(e) hereof is involved) that an Indemnitee would not be permitted to be indemnified under applicable law or pursuant to Section 8 hereof, and (ii) each Indemnitee acknowledges and agrees that the obligation of the Company to make an advance payment of Expenses to an Indemnitee pursuant to Section 2(a) (an “Expense Advance”) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that such Indemnitee would not be permitted to be so indemnified under applicable law or Section 8 hereof, the Company shall be entitled to be reimbursed by the Indemnitee (who each hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if the Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that such Indemnitee should be indemnified under applicable law or Section 8 hereof, any determination made by the Reviewing Party that the Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and the Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). The Indemnitees’ obligation to reimburse the Company for any Expense Advance shall be unsecured and no interest shall be charged thereon. If there has not been a Change in Control (as defined in Section 10(c) hereof), the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company’s Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 1(e) hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that the Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law or Section 8 hereof, the Indemnitee shall have the right to commence litigation seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and the Indemnitees.

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(c) Contribution. If the indemnification provided for in Section 1(a) above for any reason other than the statutory limitations of applicable law or as provided in Section 8, is held by a court of competent jurisdiction to be unavailable to an Indemnitee in respect of any losses, claims, damages, expenses or liabilities in which the Company is jointly liable with such Indemnitee, as the case may be (or would be jointly liable if joined), then the Company, in lieu of indemnifying the Indemnitee thereunder, shall contribute to the amount actually and reasonably incurred and paid or payable by the Indemnitee as a result of such losses, claims, damages, expenses or liabilities in such proportion as is appropriate to reflect (i) the relative benefits received by the Company and the Indemnitee, and (ii) the relative fault of the Company and such Indemnitee in connection with the action or inaction that resulted in such losses, claims, damages, expenses or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and the Indemnitee shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Indemnitee and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such losses, claims, damages, expenses or liabilities.

The Company and the Indemnitees agree that it would not be just and equitable if contribution pursuant to this Section 1(c) were determined by pro rata or per capita allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the immediately preceding paragraph. No person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act of 1933, as amended (the “Securities Act”)) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation.

(d) Survival Regardless of Investigation. The indemnification and contribution provided for in this Section 1 will remain in full force and effect regardless of any investigation made by or on behalf of the Indemnitees.

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(e) Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company’s Board of Directors who were directors immediately prior to such Change in Control) then, with respect to all matters thereafter arising concerning the rights of Indemnitees to payments of Expenses and Expense Advances under this Agreement, any other agreement or under the Charter, Independent Legal Counsel (as defined in Section 10(d) hereof) shall be selected by the Indemnitees and approved by the Company (which approval shall not be unreasonably withheld). The Company agrees to abide by the determination of the Independent Legal Counsel and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

(f) Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement, to the extent an Indemnitee has been successful on the merits or otherwise, in the defense of any Claim referred to in Section 1(a) hereof or in the defense of any claim, issue or matter therein, such Indemnitee shall be indemnified against all Expenses incurred by the Indemnitee in connection herewith.

2. Expenses; Indemnification Procedure.

(a) Advancement of Expenses. Subject to Section 8 and except as prohibited by applicable law, the Company shall advance all Expenses incurred by an Indemnitee. The advances to be made hereunder shall be paid by the Company to the Indemnitee as soon as practicable but in any event no later than twenty (20) days after written demand by the Indemnitee therefor to the Company.

(b) Notice/Cooperation by Indemnitee. An Indemnitee shall give the Company notice in writing as soon as practicable of any Claim made against such Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the Company shall be directed to the Chief Executive Officer of the Company at the address shown on the signature page of this Agreement (or such other person and/or address as the Company shall designate in writing to the Indemnitee).

(c) No Presumptions; Burden of Proof. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that an Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether the Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee had not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by the Indemnitee to secure a judicial determination that the Indemnitee should be indemnified under applicable law, shall be a defense to the Indemnitee’s claim or create a presumption that the Indemnitee had not met any particular standard of conduct or did not have any particular belief. In connection with any determination by the Reviewing Party or otherwise as to whether the Indemnitee is entitled to be indemnified hereunder, the burden of proof shall be on the Company to establish that the Indemnitee is not so entitled.

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(d) Notice to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt written notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in each of the policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies.

(e) Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, an Indemnitee shall be entitled to request that the Company assume the defense of such Claim, with legal counsel approved by the Indemnitee, upon the delivery to the Company of written notice of its election to do so. After delivery of such notice, approval of such legal counsel by the Indemnitee and the retention of such legal counsel by the Company, the Company will not be liable to such Indemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect to the same Claim; provided that, (i) the Indemnitee shall have the right to employ such Indemnitee’s legal counsel in any such Claim at the Indemnitee’s expense; (ii) the Indemnitee shall have the right to employ its own legal counsel in connection with any such proceeding, at the expense of the Company, if such legal counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and (iii) if (A) the employment of legal counsel by the Indemnitee has been previously authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and such Indemnitee in the conduct of any such defense, or (C) the Company shall not in fact continue to retain such legal counsel to defend such Claim, then the fees and expenses of the Indemnitee’s legal counsel shall be at the expense of the Company. The Company shall conduct the defense of the Indemnitee in good faith and in consultation with the Indemnitee and legal counsel, and the Company shall not settle any claim against the Indemnitee without the express written consent of the Indemnitee which shall not be unreasonably withheld.

3. Additional Indemnification Rights; Non-exclusivity.

(a) Scope. The Company hereby agrees to indemnify the Indemnitees to the fullest extent permitted by law (except as provided in Section 8) with respect to Claims for Indemnification Events, even if such indemnification is not specifically authorized by the other provisions of this Agreement or any other agreement, the Charter or by statute. In the event of any change after the date of this Agreement in any applicable law, statute or rule which expands the right of a Cayman Islands company to indemnify a member of its Board of Directors or an officer, employee, agent or fiduciary, it is the intent of the parties hereto that Indemnitees shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any change in any applicable law, statute or rule which narrows the right of a Cayman Islands company to indemnify a member of its Board of Directors or an officer, employee, agent or fiduciary, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties’ rights and obligations hereunder except as set forth in Section 8 hereof.

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(b) Non-exclusivity. Notwithstanding anything in this Agreement, the indemnification provided by this Agreement shall be in addition to any rights to which the Indemnitees may be entitled under the Charter, any agreement, any vote of shareholders or disinterested directors, the laws of the Cayman Islands, or otherwise. Notwithstanding anything in this Agreement, the indemnification provided under this Agreement shall continue as to each Indemnitee for any action the Director took or did not take while serving in an indemnified capacity even though such Director may have ceased to serve in such capacity and such indemnification shall inure to the benefit of each Indemnitee from and after the Director’s first day of service as a director with the Company or affiliation with a director from and after the date the Director commences services as a director with the Company.

4. No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any Claim made against any Indemnitee to the extent such Indemnitee has otherwise actually received payment (under any insurance policy, Certificate, Bylaws or otherwise) of the amounts otherwise indemnifiable hereunder.

5. Partial Indemnification. If any Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for any portion of Expenses incurred in connection with any Claim, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses to which such Indemnitee is entitled.

6. Mutual Acknowledgment. The Company and each Indemnitee acknowledge that in certain instances, applicable law or public policy may prohibit the Company from indemnifying its directors, officers, employees, controlling persons, agents or fiduciaries under this Agreement or otherwise.

7. Liability Insurance. To the extent the Company maintains liability insurance applicable to directors, officers, fiduciaries or agents, the Director shall be covered by such policies in such a manner as to provide the Indemnitees the same rights and benefits as are accorded to the most favorably insured of the Company’s directors, officers, fiduciaries or agents.

8. Exceptions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:

(a) Excluded Action or Omissions. To indemnify an Indemnitee for Expenses resulting from acts, omissions or transactions for which Indemnitee is prohibited from receiving indemnification under this Agreement or applicable law;

(b) Claims Initiated by Indemnitee. To indemnify or advance expenses to an Indemnitee with respect to Claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company’s Charter now or hereafter in effect relating to Claims for Indemnification events, or (ii) in specific cases if the Board of Directors has approved the initiation or bringing of such Claim; or

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(c) Lack of Good Faith. To indemnify an Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by the Indemnitee to enforce or interpret a right to indemnification under this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous.

9. Period of Limitations. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against the Director, the Director’s estate, spouse, heirs, executors or personal or legal representatives after the expiration of five (5) years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such five (5)-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action, such shorter period shall govern.

10. Construction of Certain Phrases.

(a) For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees, agents or fiduciaries, so that if an Indemnitee is or was or may be deemed a director, officer, employee, agent or fiduciary of such constituent corporation, or is or was or may be deemed to be serving at the request of such constituent corporation as a director, officer, employee, trustee, general partner, managing member, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, each Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.

(b) For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on the Director with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants or its beneficiaries; and if the Director acted in good faith and in a manner the Director reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, the Director shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

(c) For purposes of this Agreement a “Change in Control” shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than thirty percent (30%) of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) during any period of two (2) consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company’s shareholders was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the shareholders of the Company approve a merger or consolidation of the Company with any other corporation other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least two-thirds (2/3) of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (iv) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets; provided that in no event shall a Change in Control be deemed to include (A) a merger, consolidation or reorganization of the Company for the purpose of changing the Company’s state of incorporation and in which there is no substantial change in the shareholders of the Company or its successor (as the case may be), or (B) the Company’s first firm commitment underwritten public offering of any of its securities to the general public pursuant to (x) a registration statement filed under the Securities Act, or (y) the securities laws applicable to an offering of securities in another jurisdiction pursuant to which such securities will be listed on an internationally recognized securities exchange (the “IPO”).

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(d) For purposes of this Agreement, “Independent Legal Counsel” shall mean an attorney or firm of attorneys, selected in accordance with the provisions of Section 1(e) hereof, who shall not have otherwise performed services for the Company or any Indemnitee within the last two (2) years (other than with respect to matters concerning the right of any Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

(e) For purposes of this Agreement, a “Reviewing Party” shall mean any appropriate person or body consisting of a member or members of the Company’s Board of Directors or any other person or body appointed by the Board of Directors who is not a named party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.

(f) For purposes of this Agreement, “Voting Securities” shall mean any securities of the Company that vote generally in the election of directors.

11. Counterparts; Facsimile. This Agreement may be executed in one or more counterparts, each of which shall constitute an original. This Agreement may also be executed and delivered by facsimile or other electronic signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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12. Binding Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to each Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. This Agreement shall continue in effect with respect to Claims relating to Indemnification Events regardless of whether any Indemnitee continues to serve as a director, officer, employee, agent or fiduciary of the Company or of any other enterprise, including subsidiaries of the Company, at the Company’s request.

13. Attorneys’ Fees. Subject to Section 8 and except as prohibited by applicable law, in the event that any action is instituted by an Indemnitee under this Agreement or under any liability insurance policies maintained by the Company to enforce or interpret any of the terms hereof or thereof, such Indemnitee shall be entitled to be paid all Expenses incurred by such Indemnitee with respect to such action, regardless of whether any Indemnitee is ultimately successful in such action, and shall be entitled to the advancement of Expenses with respect to such action, unless, as a part of such action, a court of competent jurisdiction over such action determines that each of the material assertions made by Indemnitee as a basis for such action was not made in good faith or was frivolous. In the event of an action instituted by or in the name of the Company under this Agreement to enforce or interpret any of the terms of this Agreement, the Indemnitee shall be entitled to be paid all Expenses incurred by such Indemnitee in defense of such action (including costs and expenses incurred with respect to the Indemnitee’s counterclaims and cross-claims made in such action), and shall be entitled to the advancement of Expenses with respect to such action, unless, as a part of such action, a court of competent jurisdiction over such action determines that each of Indemnitee’s material defenses to such action was made in bad faith or was frivolous.

14. Notice. All notices and other communications required or permitted hereunder shall be in writing, shall be effective when given, and shall in any event be deemed to be given (a) five (5) days after deposit with the U.S. Postal Service or other applicable postal service, if delivered by first class mail, postage prepaid, (b) upon delivery, if delivered by hand, (c) one (1) business day after the business day of deposit with Federal Express or similar overnight courier, freight prepaid, or (d) one (1) day after the business day of delivery by facsimile transmission, if delivered by facsimile transmission, with copy by first class mail, postage prepaid, and shall be addressed if to Indemnitee, at the Director’s and the Fund’s addresses as set forth beneath their signatures to this Agreement and if to the Company at the address of its principal corporate offices (attention: Chief Executive Officer), or at such other address as such party may designate by ten (10) days’ advance written notice to the other party hereto.

15. Severability. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without limitations, each portion of this Agreement containing any provision held to be invalid, void or otherwise unenforceable, that is not itself invalid, void or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

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16. Choice of Law. This Agreement shall be governed by and construed under the Laws of the State of New York, the United States of America, without regard to principles of conflict of laws thereunder (except solely to the extent that the corporate laws of the Cayman Islands are applicable).

17. Dispute Resolution. Any dispute, controversy or claim arising out of or relating to this Agreement, or the interpretation, breach, termination or validity hereof, shall first be subject to resolution through consultation of the parties to such dispute, controversy or claim. Such consultation shall begin within seven (7) days after one Party hereto has delivered to the other Parties involved a written request for such consultation. If, within thirty (30) days following the commencement of such consultation, the dispute cannot be resolved, the dispute may be submitted to arbitration at any time following such thirty (30) day period upon the request of any Party with notice to the other Parties. The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong International Arbitration Centre (the “HKIAC”). There shall be three arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration. Such arbitrators shall be freely selected, and the Parties shall not be limited in their selection to any prescribed list. The Chairman of the HKIAC shall select the third arbitrator, who shall be qualified to practice Law in the State of New York. If either party to the arbitration does not appoint an arbitrator who has consented to participate within thirty (30) days after selection of the first arbitrator, the relevant appointment shall be made by the Chairman of the HKIAC. The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply the Arbitration Rules of the HKIAC in effect at the time of the arbitration. However, if such rules are in conflict with the provisions of this Section 17, including the provisions concerning the appointment of arbitrators, the provisions of this Section 17 shall prevail. The award of the arbitration tribunal shall be final and binding upon the disputing parties, and any party to the dispute may apply to a court of competent jurisdiction for enforcement of such award.

18. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitees who each shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

19. Amendment and Termination. Except as provided in Section 22, no amendment, modification, termination or cancellation of this Agreement shall be effective unless it is in writing signed by the parties to be bound thereby. Notice of same shall be provided to all parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

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20. No Construction as Employment Agreement. Nothing contained in this Agreement shall be construed as giving the Indemnitees any right to be retained in the employment or service of the Company or any of its subsidiaries.

21. Corporate Authority. The Board of Directors of the Company and its shareholders in accordance with Cayman Islands law have approved the terms of this Agreement.

22. Termination of Agreement. This Agreement shall terminate and be of no further force or effect upon the closing of the IPO, provided that each Indemnitee will be entitled to all of the benefits and rights accorded such party under this Agreement with respect to any Claims for any Indemnification Events arising or related to events, circumstances and actions or omissions which have occurred or alleged and to have occurred prior to the closing of the IPO.

[The remainder of this page is intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and year first above written.

COMPANY:	BAOZUN INC.
	By:
	Name:
	Title:

[Signature Page to Fund and Director Indemnification Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and year first above written.

DIRECTOR:	As Individual:
	Name:
FUND:
	By:
	Name:
	Title:

[Signature Page to Fund and Director Indemnification Agreement]

EX-10.4

Exhibit 10.4

SHANGHAI ZUNYI BUSINESS CONSULTING LTD.

AND

SHANGHAI BAOZUN E-COMMERCE LIMITED

EXCLUSIVE TECHNOLOGY AND SERVICES AGREEMENT

DATED APRIL 1, 2014

EXCLUSIVE TECHNOLOGY AND SERVICES AGREEMENT

THIS EXCLUSIVE TECHNOLOGY AND SERVICES AGREEMENT (this “Agreement”) is made on April 1, 2014, BETWEEN:

(1) Shanghai Zunyi Business Consulting Ltd. (the “Company”)

Registered Address: Room 212, Building No. 7, No. 8 and No. 11, No. 1188 Wanrong Road Zhabei District, Shanghai

Legal Representative: Wenbin Qiu; and

(2) Shanghai Baozun E-Commerce Limited (“Baozun”)

Registered Address: Room 108, Building No. 1, No. 2 and No. 3, No. 1188 Wanrong Road Zhabei District, Shanghai

Legal Representative: Wenbin Qiu

(each a “Party”, collectively the “Parties”)

W I T N E S S E T H

WHEREAS, Party A is a limited liability company registered and lawfully existing in Shanghai, PRC, which is mainly engaged in marketing planning, technology development in professional computer science, E-commerce business and the like;

WHEREAS, Party B is a wholly foreign-owned enterprise registered and lawfully existing in Shanghai, PRC, which is mainly engaged in computer related technology service and technology consulting, commerce information consulting business and the like;

WHEREAS, Party A needs Party B to provide it with technology and services relating to Party A Business (as defined below) and Party B agrees to provide such services to Party A.

NOW, THEREFORE, upon friendly discussions, the Parties agree as follows:

1. DEFINITIONS

1.1. Unless otherwise indicated herein or otherwise required by the context, the following terms shall have the following meanings in this Agreement:

“Party A Business” means all of the business activities operated and developed by Party A now and at any time during the term hereof, including, without limitation, Party A’s operation of marketing planning, technology development in professional computer science, and E-commerce business.

“Services” means the services to be provided by Party B within its business scope on an exclusive basis to Party A in relation to Party A Business, including, without limitation, the services as set forth in Schedule 1:

“Annual Business Plan” means the Party A Business development plan and budget report for the next calendar year to be prepared by Party A in accordance with this Agreement by November 30 of each year with the assistance of Party B.

“Service Fees” means all of the fees payable by Party A to Party B under Section 3 hereof in respect of the advices and services provide by Party B.

“Devices” means any and all devices owned or acquired from time to time by Party B and utilized for the purposes of the provision of the Services.

“Business-Related Technology” means any and all software and technologies developed by Party A on the basis of the Services provided by Party B hereunder in relation to Party A Business.

“Confidential Information” has the meaning ascribed to it in Section 6.2 hereof.

“Defaulting Party” has the meaning ascribed to it in Section 11.1 hereof.

“Default” has the meaning ascribed to it in Section 11.1 hereof.

“Party’s Rights” has the meaning ascribed to it in Section 13.5 hereof.

1.2. In this Agreement, any reference to any laws and regulations (“Laws”) shall be deemed to include:

(i) a reference to such Laws as modified, amended, supplemented or reenacted, effective either before or after the date hereof; and

(ii) a reference to any other decision, circular or rule made thereunder or effective as a result thereof.

1.3. Unless otherwise required by the context, a reference to a provision, clause, section or paragraph shall be a reference to a provision, clause, section or paragraph of this Agreement.

2. Services

2.1. During the term hereof, Party B shall, in accordance with the requirements of Party A Business, diligently provide the Services to Party A. Both parties understand that, the actual service provided by Party B is subject to the authorized business scope of Party B; if Party A requires Party B to provide service beyond Party B’s authorized business scope, Party B will apply for the expansion of its business scope to the extent permitted by the Laws, and provide such service after the expansion of business scope is approved.

2.2. Party B shall be equipped with all Devices and personnel reasonably necessary for the provision of the Services and shall, in accordance with Party A’s Annual Business Plan and Party A’s reasonable requests, procure and purchase new Devices and add new personnel so as to meet the requirement of providing quality Services to Party A in accordance with this Agreement.

2.3. For the purpose of the provision of the Services hereunder, Party B shall communicate and exchange with Party A information pertaining to Party A Business.

2.4. Notwithstanding any other provisions hereof, Party B shall have the right to designate any third party to provide any or all of the Services hereunder or fulfill, in lieu of Party B, Party B’s obligations hereunder. Party A hereby agrees that Party B has the right to assign to any third party its rights and interests hereunder.

3. Service Fees

3.1. In connection with the Services provided by Party B hereunder, Party A agrees to pay Services Fees to Party B as follows:

3.1.1. In connection with the service provided by Party B to Party A for each calendar year within the term of this Agreement, Party A shall pay a fixed service fee of 95% of Party A’s net revenue of current calendar year, provided such service fee is compliant with PRC Laws; for such purpose, the term “net revenue” means the amount of total revenue of Party A minus necessary costs, expenses (except for the service fee hereunder) and tax (except for enterprise income tax), and minus the amount as reimbursement for the loss (as applicable) of previous years; and

3.1.2. Service Fees as quoted by Party B for any special services provided from time to time by Party B at Party A’s request.

3.2. In accordance with this Section 3.1, Party A shall pay all Service Fees into a bank account designated by Party B within three months after the end of each calendar year. If Party B changes its bank account, it shall give Party A seven (7) business day’s written notice. Party A shall bear all bank expenses incurred by such payment.

3.3. Both parties agree that the payment of the above-mentioned Service Fees shall not threat any party’s operation of business in the current year. For such purpose and to the extent such principal shall be realized, Party B may agree to allow Party A to delay its payment of Service Fees. Furthermore, Party B may adjust the calculation and recognition ratio and/or specific amounts of the Service Fees payable by Party A to Party B in accordance with Section 3.1.

4. Party A’s Obligations

4.1. Party B’s Services hereunder shall be exclusive; during the term hereof, without prior written consent of Party B, Party A shall not enter into any agreement or otherwise with any third party and thereby accept from such third party services identical or similar to the Services of Party B.

4.2. Party A shall by November 30 of each year provide to Party B its fixed Annual Business Plan of the next year such that Party B may prepare the relevant Services plan and procure required software, Devices, personnel and technical services resources. If Party A needs Party B to procure additional Devices or personnel on an ad hoc basis, it shall consult with Party B fifteen (15) days in advance so as to reach mutual agreement.

4.3. In order to facilitate Party B’s provision of the Services, Party A shall at Party B’s request provide in a timely manner such information as has been required by Party B.

4.4. Party A shall in accordance with Section 3 pay the full amount of the Service Fees in a timely manner.

4.5. Party A shall maintain its own good reputation, shall actively expand its business and shall seek maximization of its profits.

4.6. During the term hereof, Party A agrees to assist Party B and Party B’s direct or indirect parent companies to perform related party audit and other various kinds of audits, and to provide Party B, Party B’s parent company or its designated auditors with relevant information and documents with respect to Party A’s operation, business, clients, financials and employees, and further agrees that Party B’s parent companies may disclose such information and documents to satisfy the compliance requirements of the jurisdiction where Party B’s parent companies are listed.

5. Intellectual Property

5.1. All of the intellectual properties, which are either originally owned by Party B or acquired by it during the term hereof, including the intellectual property to and in the work results created during its provision of the Services, shall belong to Party B.

5.2. Considering that the conduct of Party A Business is dependent upon the Services provided by Party B hereunder, Party A agrees to the following arrangement with respect to the Business-Related Technology developed on the basis of such Services:

(i) If the Business-Related Technology is developed and derived by Party A under Party B’s entrustment or is derived by Party A through joint development with Party B, then such Business-Related Technology and relevant patent application right shall be owned by Party B;

(ii) If the Business-Related Technology is derived by Party A through further independent development, then it shall be owned by Party A, provided however that: (A) Party A shall timely inform Party B of the details of such Business-Related Technology and shall provide relevant documents reasonably required by Party B; (B) if Party A intends to license or transfer such Business-Related Technology, Party A shall, to the extent not contrary to mandatory requirements of PRC Laws, transfer the same to Party B or grant an exclusive license to Party B on a preemptive basis, and Party B may use such Business-Related Technology within the specific scope of transfer or license (however, Party B may determine in its discretion whether to accept such transfer or license); if and only if Party B has waived its right of first refusal or its right to exclusive license with respect to such Business-Related Technology, Party A may then transfer the title of, or license, such Business-Related Technology, to a third party on terms and conditions no more favorable than those proposed to Party B (including, without limitation, transfer price or royalty) and shall ensure that such third party shall fully comply with and perform the liabilities and obligations to be performed by Party A hereunder; (C) except in the case of a circumstance described in (B), during the term hereof, Party B shall have the right to offer to purchase such Business-Related Technology, and in the event that such a request is so made, Party A shall, to the extent not contrary to mandatory requirements of PRC Laws, agree to such purchase request of Party B at the lowest purchase price then permissible by PRC Laws.

5.3. In the event that Party B is granted, in accordance with Section 5.2(ii), an exclusive license to use the Business-Related Technology, such license shall comply with the following requirements:

(i) The term of the license shall be no less than five (5) years (from the date of effectiveness of the underlying license agreement);

(ii) The scope of the rights granted under the license shall be as broad as possible;

(iii) During the term of the license, no one (including Party A) other than Party B shall use or license another party to use such Business-Related Technology within the scope of the license;

(iv) To the extent not contrary to Section 5.3(iii), Party A shall have the right to relicense, in its discretion, such Business-Related Technology to other third parties;

(v) Upon expiry of the term of the license, Party B shall have the right to demand to renew the license agreement and Party A shall grant its consent, and upon such renewal the terms of such license agreement shall remain unchanged other than amendments thereto which have been confirmed by Party B.

5.4. Notwithstanding Section 5.2(ii), a patent application in respect of any Business-Related Technology described therein shall be processed as follows:

(i) If Party A intends to file a patent application with respect to any Business-Related Technology described in Section 5.2(ii), it shall first obtain written consent from Party B;

(ii) If and only if Party B has waived its right to purchase the patent application right for such Business-Related Technology, Party A may then file such patent application on its own or assign such right to a third party. Prior to so transferring such patent application right to a third party, Party A shall ensure that such third party shall fully comply with and perform the liabilities and obligations to be performed by Party A hereunder; in addition, the terms on which Party A transfers such patent application right to a third party (including, without limitation, transfer price) shall not be more favorable than those proposed by Party A to Party B under Section 5.4(iii);

(iii) During the term hereof, Party B may at any time request Party A to file patent applications with respect to such Business-Related Technology and may decide in its discretion whether to purchase the right to file such patent application. If so requested by Party B, Party A shall, to the extent not contrary to the mandatory requirements of PRC Laws, transfer such right to file patent applications to Party B at the lowest transfer price then permissible by PRC Laws; once Party B has been granted patents upon its so acquiring the right to file patent applications with respect to such Business-Related Technology and so filing such applications, Party B shall become the lawful owner of such patents.

5.5. Each Party undertakes to the other Party that it will indemnify the other Party against any and all economic losses suffered by the other Party as a result of its infringement of third party intellectual properties (including copyrights, trademarks, patents and know-hows).

6. Confidentiality Obligations

6.1. During the term of this Agreement, all customer information and other customer related documents with respect to Party A Business and the Services provided by Party B (“Customer Information”) shall be jointly owned by the Parties. Irrespective of whether this Agreement has been terminated, each of Party A and Party B shall maintain in strict confidence the business secrets, proprietary information, Customer Information and any other information of a confidential nature of the other Party coming into its knowledge during the entry into and performance of this Agreement (“Confidential Information”). Except where prior written consent has been obtained from the party disclosing the Confidential Information or where disclosure to a third party is mandated by relevant laws or regulations or listing rules of the jurisdiction where any related party of any party is listed, the Party receiving the Confidential Information shall not disclose any Confidential Information to any third party; the Party receiving the Confidential Information shall not use, either directly or indirectly, any Confidential Information other than for the purpose of performing this Agreement.

6.2. The following information shall not constitute the Confidential Information:

(a) any information which, as shown by written evidence, has previously been known to the receiving Party by way of legal means; or

(b) any information which enters the public domain other than as a result of a fault of the receiving Party; or

(c) any information lawfully acquired by the receiving Party from another source subsequent to the receipt of relevant information.

6.3. A receiving Party may disclose the Confidential Information to its relevant employees, agents or its appointed professionals provided that such receiving Party shall ensure that such persons shall comply with relevant terms and conditions of this Agreement and that it shall assume any liability arising out of any breach by such persons of relevant terms and conditions of this Agreement.

6.4. Notwithstanding any other provisions of this Agreement, the validity of this Section shall not be affected by any termination of this Agreement.

7. Representations and Warranties by Party A

Party A hereby represents and warrants that:

7.1. It is a limited liability company duly registered and lawfully existing under PRC Laws with independent legal personality, has full and independent legal status and capacity to execute, deliver and perform this Agreement and may sue or be sued as an independent party.

7.2. It has full internal corporate power and authority to execute and deliver this Agreement and all other documents to be executed by it in connection with the transactions contemplated hereunder as well as full power and authority to consummate the transactions contemplated hereunder. This Agreement will be lawfully and duly executed and delivered by it, and will constitute its legal and binding obligations enforceable against it in accordance with its terms.

7.3. It shall timely inform Party B of any circumstance which has or is likely to have a material adverse effect on Party A Business or operation thereof and shall use its best efforts to prevent the occurrence of such circumstance and/or the expansion of losses.

7.4. Without written consent of Party B, Party A will not dispose of its material assets or change its current shareholding structure in whatsoever manner.

7.5. Party A has obtained all operation licenses and certificates required for its operation upon the effectiveness of this Agreement, and has full rights and qualification to operate its current Party A Business within PRC.

7.6. Upon Party B’s written request, Party A will use all of its accounts receivables and/or all other legally owned and disposable properties as guaranty in a way as permitted by the then applicable Laws for its performance of payment obligation as set forth in Section 3 hereunder.

7.7. Party A will indemnify Party B against any and all losses suffered or may be suffered by Party B as a result of its provision of service, including but not limited to any loss resulted from litigation, recovery, arbitration or claims by any third party against Party B, or resulted from administrative investigation or penalty by government authorities, provided, however, if such losses are resulted from Party B’s intention or gross negligence, Party A is not obliged to indemnify such losses.

7.8. Without Party B’s written consent, Party A shall not execute any other agreement or arrangement which conflicts with the provisions hereunder or may damage Party B’s rights hereunder.

8. Representations and Warranties by Party B

Party B hereby represents and warrants that:

8.1. It is a limited liability company duly registered and lawfully existing under PRC Laws with independent legal personality, has full and independent legal status and capacity to execute, deliver and perform this Agreement and may sue or be sued as an independent party.

8.2. It has full internal corporate power and authority to execute and deliver this Agreement and all other documents to be executed by it in connection with the transactions contemplated hereunder as well as full power and authority to consummate the transactions contemplated hereunder. This Agreement will be lawfully and duly executed and delivered by it, and will constitute its legal and binding obligations enforceable against it in accordance with its terms.

9. Term of Agreement

9.1. The Parties hereby acknowledge that, this Agreement shall become effective when it is duly executed by the Parties hereto. Unless otherwise expressly stipulated herein, the term of this Agreement shall last, in the absence of early termination by written notice from Party B, twenty (20) years. Upon the expiration of the term of this Agreement, unless Party B notifies Party A by thirty (30) days prior notice to not to extend the term of this agreement, this agreement shall be automatically extended for another one (1) year and will continue to be so renewed in the absence of such negative notice.

9.2. If Party A or Party B fails to apply for the approval and filing of extension of its business operation period upon expiration, this Agreement will terminate upon such expiration of Party A or Party B’s business operation period. Therefore each party shall complete the application for the approval and filing of extension of its business operation period within three month before expiration to extent the period of this Agreement.

9.3. Upon termination hereof the Parties shall continue to comply with their respective obligations under Section 6.

10. Indemnification

10.1. Party A shall indemnify Party B against any and all losses suffered or may be suffered by Party B as a result of its provision of service, including but not limited to any loss resulted from litigation, recovery, arbitration or claims by any third party against Party B, or resulted from administrative investigation or penalty by government authorities, provided, however, if such losses are resulted from Party B’s intention or gross negligence, Party A is not obliged to indemnify such losses.

11. Notice

11.1. Any notice, request, demand and other correspondences required by or made pursuant to this Agreement shall be made in writing and delivered to the relevant Party.

11.2. Such notice or other correspondences shall be deemed delivered when it is transmitted if transmitted by fax or telex; or upon delivery if delivered in person; or five (5) days after posting if delivered by mail.

12. Liability for Default

12.1. The Parties agree and acknowledge that if any Party (“Defaulting Party”) substantially breaches any provision hereunder, or substantially fails to perform or substantially delays in performing any obligations hereunder, such breach, failure or delay shall constitute a default hereunder (“Default”) and that in such event, the non-defaulting Party shall have the right to demand the Defaulting Party to cure such Default or take remedial measures within a reasonable time. If the Defaulting Party fails to cure such Default or take remedial measures within such reasonable time or within ten (10) days after the non-defaulting Party notifies the Defaulting Party in writing and requests it to cure such Default, and if the non-defaulting Party is Party A, it may elect, in its discretion, to (i) terminate this Agreement and demand the Defaulting Party to fully indemnify for damage; or (ii) demand enforced performance by the Defaulting Party of its obligations hereunder and full indemnification from the Defaulting Party for damage. If the non-defaulting Party is Party B, it may demand the defaulting party to continue to perform its obligations hereunder and fully indemnify for all damages.

12.2. Notwithstanding Section 12.1 above, the Parties agree and acknowledge that unless otherwise stipulated by Laws, Party A shall in no event be permitted to demand to terminate this Agreement on the ground of any reason.

12.3. Notwithstanding any other provisions hereof, the validity of this Section 12 shall not be affected by any termination of this Agreement.

13. Force Majeure

If there occurs an earthquake, typhoon, flood, fire disaster, war, computer virus, tool software design loophole, hacking attack on the Internet, change of policy or law or any other force majeure event which is unforeseeable and whose consequences are insurmountable or unavoidable and a Party is directly affected thereby in its performance of this Agreement or is prevented thereby from performing this Agreement on agreed terms, such prevented Party shall immediately notify the other Party by fax of the same and shall within thirty (30) days provide a evidencing document to be issued by the notary body of the place of the force majeure event setting forth the details of such force majeure and the reasons for such failure to perform, or for the need for postponed performance of, this Agreement. The Parties shall in light of the extent of the effect of such force majeure event on the performance of this Agreement, agree on whether to waive performance of part of this Agreement or to permit postponed performance thereof. No Party shall be held liable to indemnify the other Party against its economic losses resulting from a force majeure event.

14. Miscellaneous

14.1. This Agreement is made in Chinese in two (2) originals, with each Party holding one (1) copy.

14.2. The entry into, effectiveness, interpretation and dispute settlement of this Agreement shall be governed by the Laws of the People’s Republic of China.

14.3. Dispute resolution:

14.3.1. Any dispute arising out of or in connection with the provisions hereunder shall be settled by the Parties through friendly consultations and shall, in the absence of an agreement being reached by the Parties within thirty (30) days of its occurrence, be brought by either party for arbitration in Shanghai before Shanghai International Economic and Trade Arbitration Commission (“SHIAC”) in accordance with the then current rules of SHIAC by three arbitrators, The claiming party and the responding party may each appoint one arbitrator, and SHIAC appoint the third arbitrator. If the claiming party or the responding party exceeds two persons (either natural person or legal person), such persons shall appoint one arbitrator by written agreement.

14.3.2. The arbitration award is final and binding upon all parties in the arbitration.

14.3.3. During the period of dispute resolution, all parties shall continue to perform all other provisions hereunder apart from the provisions under dispute.

14.3.4. After the arbitration award becomes effective, any party may render the judgment upon the award rendered by the arbitrator to any court having jurisdiction thereof for enforcement.

14.4. No right, power or remedy empowered to any Party by any provision of this Agreement shall preclude any other right, power or remedy enjoyed by such Party in accordance with Laws or any other provisions hereof and no exercise by a Party of any of its rights, powers and remedies shall preclude its exercise of its other rights, powers and remedies.

14.5. No failure or delay by a Party in exercising any right, power or remedy under this Agreement or Laws (“Party’s Rights”) shall result in a waiver of such rights; and no single or partial waiver by a Party of the Party’s Rights shall preclude such Party from exercising such rights in any other way or exercising the remaining part of the Party’s Rights.

14.6. The section headings herein are inserted for convenience of reference only and shall in no event be used in or affect the interpretation of the provisions hereof.

14.7. Each provision contained herein shall be severable and independent of any other provisions hereof, and if at any time any one or more provisions hereof become invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not be affected thereby.

14.8. Once executed, this Agreement shall replace any other legal documents entered into by the Parties in respect of the same subject matter hereof. Any amendments or supplements to this Agreement shall be made in writing and, except for Party B’s transfer of its rights hereunder in accordance with Section 14.9 shall take effect only when properly signed by the Parties hereto.

14.9. Without prior written consent of Party B, Party A shall not assign any of its rights and/or obligations hereunder to any third party. Party A hereby agree that, Party B is entitled to unilaterally transfer its rights and/or obligations to any third party without obtaining any written consent from Party A, provided that Party B shall notify Party A of such transfer by written notice.

14.10. This Agreement shall be binding upon the legal assignees or successors of the Parties.

14.11. The Parties undertake to each file and pay, in accordance with law, the taxes involved in the transaction hereunder.

[THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

[EXECUTION PAGE TO EXCLUSIVE TECHNOLOGY AND SERVICE AGREEMENT]

IN WITNESS WHEREOF, the Parties have caused this Exclusive Technology and Services Agreement to be executed at the place and as of the date first above written.

Party A:

Shanghai Zunyi Business Consulting Ltd.

Seal: /s/ Shanghai Zunyi Business Consulting Ltd.

By: /s/ Wenbin Qiu

Name: Wenbin Qiu

Title:

Party B:

Shanghai Baozun E-Commerce Limited

Seal: /s/ Shanghai Baozun E-Commerce Limited

By: /s/ Wenbin Qiu

Name: Wenbin Qiu

Title:

Schedule I:

Scope of Service

Party B will provide the following services to Party A:

(1) Party B will license Party A to use software necessary for Party A Business and legally owned by Party B, and will provide application and implementation of relevant technology for the operation of Party A Business, including but not limited to general plan for system design, system installation, testing and trial system operation;

(2) Party B is responsible for the research, development, maintenance and update of relevant technology and application software necessary for Party A Business, including development, design and production of database software, user interface software and other relevant technologies and licensing such technology for Party A’s use;

(3) Party B will provide consulting service for Party A’s procurement of relevant equipment, hardware and software system necessary for Party A’s operation on internet, including but not limited to provision of consulting service with respect to selection, system installation and testing of various kinds of tool software, application software and technology platform, as well as the purchase, type and performance of relevant kinds of equipment and facilities;

(4) Party B is responsible for the daily management, maintenance, monitoring, testing, trouble-shooting and updating of Party A’s computer internet equipment, other hardware equipment and database, including input of clients’ information into the database, or, based upon other business information provided by Party A from time to time, prompt update of database, regular update of client surface and provision of other relevant technology services;

(5) Party B is responsible for provision of technology services with respect to advertisement design scheme, software design, web page production, as well as provision of management consulting advices;

(6) Party B is responsible for providing technology training, technology support and help to relevant employees of Party A, including but not limited to: providing Party A’s relevant employees with proper training, including training regarding client service, technology and other trainings; introducing knowledge and experience to relevant employees of Party A regarding installation and operation of system and equipment; assisting Party A to solve problems which may take place from time to time during installation and operation of system and equipment; providing consultation and advise of other internet editable platform and software operation; and help Party A prepare and collect all kinds of information;

(7) In order to improve the quality of technology service hereunder, Party B shall provide assistance to collect and analyze technology data with respect to website operation, including errors and defects; and

(8) other relevant service to be provided by Party B in response to Party A’s requirements from time to time.

EX-10.5

Exhibit 10.5

WENBIN QIU

QINGYU ZHANG

SHANGHAI BAOZUN E-COMMERCE LIMITED

AND

SHANGHAI ZUNYI BUSINESS CONSULTING LTD.

EXCLUSIVE CALL OPTION AGREEMENT FOR

SHANGHAI ZUNYI BUSINESS CONSULTING LTD.

DATED APRIL 1, 2014

EXCLUSIVE CALL OPTION AGREEMENT

THIS EXCLUSIVE CALL OPTION AGREEMENT (this “Agreement”) is made on April 1, 2014, BETWEEN:

(1) Wenbin Qiu

ID Number: 110108196804038979;

and

(2) Qingyu Zhang

ID Number: 310104196808290452;

(Wenbin Qiu and Qingyu Zhang, each an “Existing Shareholder”, collectively the “Existing Shareholders”)

(3) Shanghai Baozun E-Commerce Limited (“Baozun”)

Registered Address: Room 108, Building No. 1, No. 2 and No. 3, No. 1188 Wanrong Road Zhabei District, Shanghai

Legal Representative: Wenbin Qiu

(4) Shanghai Zunyi Business Consulting Ltd. (the “Company”)

Registered Address: Room 212, Building No. 7, No. 8 and No. 11, No. 1188 Wanrong Road Zhabei District, Shanghai

Legal Representative: Wenbin Qiu

(each a “Party”, collectively the “Parties”)

WHEREAS:

(A) The Existing Shareholders are the record shareholders of the Company and lawfully own all the equity interests in the Company. Their respective contributions to and percentages of the registered capital of the Company as of the date hereof being as set out in Schedule 1 hereto.

(B) Subject to compliance with PRC Laws, the Existing Shareholders wish to transfer to Baozun, and Baozun wishes to accept such transfer of, the entirety of their respective equity interests in the Company.

(C) Subject to compliance with PRC Laws, the Company wishes to transfer to Baozun, and Baozun wishes to accept such transfer of, the assets held by the Company.

(D) In order for such transfer of equity interests or assets to occur, both the Existing Shareholders and the Company agree to grant, on an exclusive basis, to Baozun an irrevocable option of purchasing such equity interests and an irrevocable option of purchasing such assets whereby, subject to compliance with PRC Laws, the Existing Shareholders or the Company shall, at the request of Baozun, transfer, in accordance with this Agreement, the Option Equity Interests or the Company Assets (as defined below) to Baozun and/or any other entity or individual designated by it.

NOW, THEREFORE, upon mutual discussions, the Parties agree as follows:

1. DEFINITIONS

1.1. Unless otherwise required by the context, the following terms shall have the following meanings in this Agreement:

“PRC Laws” means the then effective laws, administrative regulations, administrative rules, local regulations, judicial interpretations and other binding regulatory documents of the PRC (solely for the purpose of this Agreement, the term “PRC” does not include Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan).

“Equity Transfer Option” means the option granted to Baozun by the Existing Shareholders to acquire, upon Baozun’s request, the equity interests in the Company in accordance with the terms and conditions of this Agreement.

“Asset Purchase Option” means the option granted to Baozun by the Company to acquire, upon Baozun’s request, any assets of the Company in accordance with the terms and conditions of this Agreement.

“Option Equity Interests” means, as to each of the Existing Shareholders, the entirety of their respective equity interests in the Registered Capital (as defined below) of the Company; as to all of the Existing Shareholders, the equity interests representing 100% of the Registered Capital of the Company.

“Registered Capital” means, as of the date hereof, the registered capital of the Company in the amount of Renminbi One Million (RMB1,000,000), including any augmentation thereof arising out of any form of capital increase during the term hereof.

“Transferrable Equity Interests” means the equity interests in the Company which Baozun shall be entitled to request, upon exercise of its Equity Transfer Option, any of the Existing Shareholders to transfer to it or its designated entity or individual in accordance with Section 3 hereof, being either the whole or a part of the Option Equity Interests, as may be determined by Baozun in its sole discretion in light of the PRC Laws then in effect and its own business considerations.

“Transferrable Assets” means the assets of the Company which Baozun shall be entitled to request, upon exercise of its Asset Purchase Option, the Company to transfer to it or its designated entity or individual in accordance with Section 3 hereof, being either the whole or part of the Company Assets, as may be determined by Baozun in its sole discretion in light of the PRC Laws then in effect and its own business considerations.

“Exercise of Option” means the exercise by Baozun of either the Equity Transfer Option or the Asset Purchase Option.

“Transfer Price” means the aggregate considerations payable by Baozun or its designated entity or individual to the Existing Shareholders or the Company (as applicable) upon Exercise of Option for the acquisition of the Transferrable Equity Interests or Transferrable Assets.

“Business Permits” means any approval, permit, filing, registration or the like required of the Company for its lawful and valid operation of all of its business, including, without limitation, the Enterprise Legal Person Business License, Tax Registration Certificate, Telecom Business Operation License and other applicable permits and licenses as may then be prescribed by PRC Laws.

“Company Assets” means all tangible and intangible assets owned or disposable by the Company during the term hereof, including, without limitation, any fixed assets, movable assets, and intellectual property such as trademarks, copyrights, patents, know- hows, domain names and software use rights.

“Material Agreements” means any agreement to which the Company is a party having material effect on the business or assets of the Company, including, without limitation, the Exclusive Technology Service Agreement which is executed simultaneously with this Agreement, entered into between Company and Baozun, and other agreements pertinent to the business of the Company.

“Exercise Notice” has the meaning ascribed to it in Section 3.7 hereof.

“Confidential Information” has the meaning ascribed to it in Section 8.1 hereof.

“Defaulting Party” has the meaning ascribed to it in Section 11.1 hereof.

“Default” has the meaning ascribed to it in Section 11.1 hereof.

“Party’s Rights” has the meaning ascribed to it in Section 12.5 hereof.

1.2. In this Agreement, any reference to any PRC Law shall be deemed to include:

1.2.1. a reference to such PRC Law as modified, amended, supplemented or reenacted, effective either before or after the date hereof; and

1.2.2. a reference to any other decision, circular or rule made thereunder or effective as a result thereof.

1.3. Unless otherwise required by the context, a reference to a provision, clause, section or paragraph shall be a reference to a provision, clause, section or paragraph of this Agreement.

2. Grant of Equity Transfer Option and Asset Purchase Option

2.1. The Existing Shareholders hereby severally and jointly agree to grant, irrevocably, unconditionally and exclusively, Baozun an Equity Transfer Option whereby Baozun shall be entitled to request, to the extent permissible by PRC Laws, the Existing Shareholders to transfer the Option Equity Interests to Baozun or its designated entity or individual in accordance with the terms and conditions hereof. Baozun hereby agrees to accept such Equity Transfer Option.

2.2. The Company hereby agrees for the Existing Shareholders to grant Baozun such Equity Transfer Option pursuant to Section 2.1 above an other provisions hereof.

2.3. The Company hereby agrees to grant, irrevocably, unconditionally and exclusively, Baozun an Asset Purchase Option whereby Baozun shall be entitled to request, to the extent permissible by PRC Laws, the Company to transfer all or part of the Company Assets to Baozun or its designated entity or individual in accordance with the terms and conditions hereof. Baozun hereby agrees to accept such Asset Purchase Option.

2.4. The Existing Shareholders hereby severally and jointly agree for the Company to grant Baozun such Asset Purchase Option pursuant to Section 2.3 above and other provisions hereof.

3. Method of Exercise of Options

3.1. Subject to the terms and conditions hereof, to the extent permissible by PRC Laws, Baozun shall determine the timing, method and times of its Exercise of Options in its absolute and sole discretion.

Notwithstanding the above provision, upon the day when Baozun is permitted by law to directly operate the business of the Company, Baozun shall, as soon as possible, exercise such Equity Transfer Option and Asset Purchase Option hereunder to directly operate the business of the Company.

3.2. Subject to the terms and conditions hereof, to the extent not contrary to PRC Laws then in effect, Baozun shall have the right to request at any time the Existing Shareholders to transfer all or part of their equity interests in the Company to it or other entity or individual designated by it.

3.3. Subject to the terms and conditions hereof, to the extent not contrary to PRC Laws then in effect, Baozun shall have the right to request at any time the Company to transfer all or part of the assets of the Company to it or other entity or individual designated by it.

3.4. In the case of the Equity Transfer Option, in connection with each Exercise of Option, Baozun shall be entitled to determine in its sole discretion the amounts of the equity interests to be transferred by the Existing Shareholders to Baozun and/or other entity or individual designated by it as a result of such Exercise of Option; and the Existing Shareholders shall each transfer to Baozun and/or other entity or individual designated by it the Transferrable Equity Interests in such amounts as requested by Baozun. Baozun and/or other entity or individual designated by it shall pay the Transfer Price to the transferring Existing Shareholders for the Transferrable Equity Interests acquired as a result of each Exercise of Option.

3.5. In the case of the Asset Purchase Option, in connection with each Exercise of Option, Baozun shall be entitled to determine in its sole discretion the specific Company Assets to be transferred by the Company to Baozun and/or other entity or individual designated by it as a result of such Exercise of Option; and the Company shall transfer to Baozun and/or other entity or individual designated by it such Transferrable Assets as requested by Baozun. Baozun and/or other entity or individual designated by it shall pay the Transfer Price to the Company for the Transferrable Assets acquired as a result of each Exercise of Option.

3.6. In connection with each Exercise of Option, Baozun may either acquire the Transferrable Equity Interests or Transferrable Assets itself or designate a third party to acquire all or part of such Transferrable Equity Interests or Transferrable Assets. For avoidance of doubt, the term third party referred in this provision means (a) direct or indirect shareholder of Baozun and direct or indirect subsidiary of such shareholder; (b) PRC citizens of Baozun, direct or indirect shareholder of Baozun or direct or indirect subsidiary of Baozun; or (c) other PRC citizen as determined by resolution duly adopted by the board of directors of Baozun.

3.7. Whenever Baozun elects to exercise its options hereunder, it shall give the Existing Shareholders or the Company, as applicable, either an Equity Transfer Option exercise notice or an Asset Purchase Option exercise notice (each an “Exercise Notice”, the forms of which are set out in Schedules 2 and 3 hereto). Upon receipt of an Exercise Notice, the Existing Shareholders and the Company shall, acting in accordance with Section 3.4 or Section 3.5 (as applicable), immediately transfer the Transferrable Equity Interests to Baozun and/or other entity or individual designated by it pursuant to the Exercise Notice on a one-off basis.

4. Transfer Price

4.1. In case of the Equity Transfer Option, upon each Exercise of Option by Baozun, the aggregate Transfer Prices payable by Baozun or its designated entity or individual to each of the Existing Shareholders shall be the amount of the contributions to the Registered Capital of the Company as represented by the relevant Transferrable Equity Interests; if the lowest price permissible by the PRC Laws then in effect is higher than the amount of contributions, the Transfer Price shall be the lowest price permissible by PRC Laws.

4.2. In case of the Asset Purchase Option, upon each Exercise of Option by Baozun, the aggregate Transfer Prices payable by Baozun or its designated entity or individual to the Company shall be the net book value of the relevant assets; if the lowest price permissible by the PRC Laws then in effect is higher than the net book value, the Transfer Price shall be the lowest price permissible by PRC Laws.

5. Representations and Warranties

5.1. The Existing Shareholders hereby severally and jointly represent and warrant that:

5.1.1. The Existing Shareholders are PRC citizens with full capacity to act, have full and independent legal status and capacity to execute, deliver and perform this Agreement and may sue or be sued as an independent party.

5.1.2. They each have full power and authority to execute, deliver and perform this Agreement and all other documents to be executed by them in connection with the transactions contemplated hereunder as well as full power and authority to consummate the transactions contemplated hereunder.

5.1.3. This Agreement will be lawfully and duly executed and delivered by the Existing Shareholders. This Agreement will constitute their legal and binding obligations enforceable against them in accordance with its terms.

5.1.4. The Existing Shareholders are the legal owners of record of the Option Equity Interests as of the time of effectiveness of this Agreement; other than the pledge created as otherwise agreed by Baozun, the Option Equity Interests are free from any lien, pledge, claims and other security interests or third party rights. Upon Exercise of Option pursuant to this Agreement, Baozun and/or other entity or individual designated by it may obtain good title to the Transferrable Equity Interests free from any lien, pledge, claims and other security interests or third party rights.

5.1.5. To the knowledge of the Existing Shareholders, the Company Assets are free from any lien, pledge, claims and other security interests or third party rights. Upon Exercise of Option pursuant to this Agreement, Baozun and/or other entity or individual designated by it may obtain good title to the Company Assets free from any lien, pledge, claims and other security interests or third party rights.

5.2. The Company hereby represents and warrants that:

5.2.1. It is a limited liability company duly registered and lawfully existing under PRC Laws with independent legal personality, has full and independent legal status and capacity to execute, deliver and perform this Agreement and may sue or be sued as an independent party.

5.2.2. It has full internal corporate power and authority to execute, deliver and perform this Agreement and all other documents to be executed by it in connection with the transactions contemplated hereunder as well as full power and authority to consummate the transactions contemplated hereunder.

5.2.3. This Agreement will be lawfully and duly executed and delivered by it and constitute its legal and binding obligations. The execution, delivery and performance of this agreement and consummation of the transaction hereunder will neither violate the provision of PRC Laws nor violate any agreement, contract or other arrangement as reached by the Company and any third party which constitute the Company’s binding obligations.

5.2.4. The Company Assets are free from any lien, pledge, claims and other security interests or third party rights. Upon Exercise of Option pursuant to this Agreement, Baozun and/or other entity or individual designated by it may obtain good title to the Company Assets free from any lien, pledge, claims and other security interests or third party rights.

5.2.5. The Company is entitled to the complete ownership of all of its assets without creating any encumbrance on such assets.

5.2.6. Other than (i) liability incurred during ordinary business course; and (ii) liabilities which have been disclosed to Baozun in written form, the Company has no other liabilities.

5.2.7. As of the date herein, there is no unresolved or potential litigation, arbitration or administrative investigation against the Company concerning the Company’s equity interest, assets or the Company itself.

5.3. Baozun hereby represents and warrants that:

5.3.1. It is a wholly foreign-owned enterprise duly registered and lawfully existing under PRC Laws with independent legal personality, has full and independent legal status and capacity to execute, deliver and perform this Agreement and may sue or be sued as an independent party.

5.3.2. It has full internal corporate power and authority to execute, deliver and perform this Agreement and all other documents to be executed by it in connection with the transactions contemplated hereunder as well as full power and authority to consummate the transactions contemplated hereunder.

5.3.3. This Agreement will be lawfully and duly executed and delivered by it and constitute its legal and binding obligations.

6. Undertakings by Existing Shareholders

The Existing Shareholders hereby severally undertake that:

6.1. During the term of this Agreement, without prior written consent of Baozun:

6.1.1. None of them shall transfer or otherwise dispose of, or create any security interest or other third party rights on, any Option Equity Interests;

6.1.2. They shall not increase or decrease the Registered Capital of the Company or cause or agree to the merge of the Company with any other entity;

6.1.3. They shall not (and shall not cause the management of the Company to) dispose of any material Company Assets, other than in the ordinary course of business;

6.1.4. They shall not (and shall not cause the management of the Company to) terminate any Material Agreement entered into by the Company or enter into any other agreements in conflict with such existing Material Agreements;

6.1.5. They shall not appoint or remove any director, supervisor or other management members appointable and removable by the Existing Shareholders;

6.1.6. They shall not cause the Company to declare distributions or actually effect distribution of any distributable profits, bonuses or dividends;

6.1.7. They shall ensure that the Company shall maintain its valid existence and shall not be terminated, liquidated or dissolved;

6.1.8. They shall not amend the articles of association of the Company; and

6.1.9. They shall ensure that the Company shall not lend or borrow money, provide guarantee or any other form of security, or assume any material obligations outside of its ordinary course of business.

6.2. During the term of this Agreement, they shall use their respective best efforts to develop the business of the Company and ensure the lawful and compliant operation of the Company and shall not commit any act or omission likely to impair the assets or goodwill of the Company or affect the validity of the Business Permits of the Company.

6.3. During the term of this Agreement, they shall promptly inform Baozun of any circumstances likely to have a material adverse effect on the existence, business operation, financial condition, assets or goodwill of the Company and shall promptly take all measures acceptable to Baozun to remove such adverse circumstances or take effective remedial measures.

6.4. Immediately upon the rendering by Baozun of an Exercise Notice:

6.4.1. The Company shall call a shareholders’ meeting and adopt a shareholders’ meeting resolution and shall take all other necessary actions so as to approve the transfer by any of the Existing Shareholders or by the Company of all relevant Transferrable Equity Interests or Transferrable Assets to Baozun and/or other entity or individual designated by it at the relevant Transfer Price and shall waive any first right of refusal (if any) as may be available to such shareholder;

6.4.2. They shall execute an equity transfer agreement with Baozun and/or other entity or individual designated by it whereby all of the relevant Transferrable Equity Interests shall be transferred to Baozun and/or other entity or individual designated by it at the relevant Transfer Price, and shall, in accordance with the request of Baozun and the requirements of laws and regulations, provide Baozun with necessary support (including provision and execution of all relevant legal documents, completion of all governmental approval and registration formalities and assumption of all relevant obligations) such that Baozun and/or other entity or individual designated by it shall acquire all of the Transferrable Equity Interests free from any legal defects and any security interest, third party restrictions or any other restrictions on equity interests.

6.5. If any of the Existing Shareholders receives Transfer Prices in respect of his Transferrable Equity Interests, or if any of the Existing Shareholders receives from the Company any form of profit distribution, dividend or bonus, then such Existing Shareholder agrees to waive, to the extent not contrary to PRC Laws, such Transfer Price and any such profit distribution, dividend or bonus (net of applicable taxes), all of which shall be receivable by Baozun instead. The Existing Shareholders shall instruct the relevant transferee or the Company (as applicable) to pay such excess profit or such distribution into such bank account then designated by Baozun.

7. Undertakings by Company

7.1. The Company hereby undertakes that:

7.1.1. The Company will exert every effort to assist with the obtaining of any third party consent, permission, waiver or authorization or any governmental approval, permission or exemption or the completion of any registration or filing procedures (if required by law) with any governmental authority requisite for the execution and performance of this Agreement and the grant of the Equity Transfer Option or Asset Purchase Option hereunder.

7.1.2. Without prior written consent of Baozun, the Company will not assist or permit the Existing Shareholders to transfer or otherwise dispose of, or create any security interest or other third party rights on, any Option Equity Interests.

7.1.3. Without prior written consent of Baozun, the Company will not transfer or otherwise dispose of any material Company Assets, other than in the ordinary course of business, or create any security interest or other third party rights on any Company Assets.

7.1.4. The Company will not do or permit to be done any act or action likely to have an adverse effect on the interest of Baozun hereunder, including, without limitation, any act or action restricted by Section 6.1.

7.2. Immediately upon the rendering by Baozun of an Exercise Notice:

7.2.1. It shall cause the Existing Shareholders to call a shareholders’ meeting and adopt a shareholders’ meeting resolution and take all other necessary actions so as to approve the transfer by the Company of all relevant Transferrable Assets to Baozun and/or other entity or individual designated by it at the relevant Transfer Price;

7.2.2. It shall execute an asset transfer agreement with Baozun and/or other entity or individual designated by it whereby all of the relevant Transferrable Assets shall be transferred to Baozun and/or other entity or individual designated by it at the relevant Transfer Price, and shall, in accordance with the request of Baozun and the requirements of laws and regulations, cause the Existing Shareholders to provide Baozun with necessary support (including provision and execution of all relevant legal documents, completion of all governmental approval and registration formalities and assumption of all relevant obligations) such that Baozun and/or other entity or individual designated by it shall acquire all of the Transferrable Assets free from any legal defects and any security interest, third party restrictions or any other restrictions on the Company Assets.

8. Confidentiality Obligations

8.1. Irrespective of whether this Agreement has been terminated, each of the Parties shall maintain in strict confidence the business secrets, proprietary information, customer information and any other information of a confidential nature of the other Parties coming into its knowledge during the entry into and performance of this Agreement (“Confidential Information”). Except where prior written consent has been obtained from the Party disclosing the Confidential Information or where disclosure to a third party is mandated by relevant laws or regulations or by the rules of the place of listing of a Party or its affiliate, the Party receiving the Confidential Information shall not disclose any Confidential Information to any third party; the Party receiving the Confidential Information shall not use, either directly or indirectly, any Confidential Information other than for the purpose of performing this Agreement.

8.2. The following information shall not constitute the Confidential Information:

(a) any information which, as shown by written evidence, has previously been known to the receiving Party by way of legal means; or

(b) any information which becomes available in the public domain other than as a result of a fault of the receiving Party; or

(c) any information lawfully acquired by the receiving Party from another source subsequent to the receipt of relevant information.

8.3. A receiving Party may disclose the Confidential Information to its relevant employees, agents or its engaged professionals provided that such receiving Party shall ensure that such persons shall comply with relevant terms and conditions of this Agreement and that it shall assume any liability arising out of any breach by such persons of relevant terms and conditions of this Agreement.

8.4. Notwithstanding any other provisions of this Agreement, the validity of this Section 8 shall not be affected by any termination of this Agreement.

9. Term of Agreement

This Agreement shall become effective as from the date it is duly executed by the Parties hereto. The term of this Agreement shall end as of the time the entirety of the Option Equity Interests and the Company Assets hereunder shall have been lawfully transferred to Baozun and/or other entity or individual designated by it in accordance with the provisions hereof.

10. Notice

10.1. Any notice, request, demand and other correspondences required by or made pursuant to this Agreement shall be made in writing and delivered to the relevant Parties.

10.2. Such notice or other correspondences shall be deemed delivered when it is transmitted if transmitted by fax or telex; or upon delivery if delivered in person; or five (5) days after posting if delivered by mail.

11. Liability for Default

11.1. The Parties agree and acknowledge that if any Party (“Defaulting Party”) substantially breaches any provision hereunder, or substantially fails to perform or substantially delays in performing any obligations hereunder, such breach, failure or delay shall constitute a default hereunder (“Default”) and that in such event, the non-defaulting Party shall have the right to demand the Defaulting Party to cure such Default or take remedial measures within a reasonable time. If the Defaulting Party fails to cure such Default or take remedial measures within such reasonable time or within ten (10) days after the non-defaulting Party notifies the Defaulting Party in writing and requests remedies, the non-defaulting Party may, in its discretion, elect to take the following action:

11.1.1. If either the Existing Shareholders or the Company is the Defaulting Party, Baozun shall be entitled to terminate this Agreement and demand the Defaulting Party to indemnify for damage;

11.1.2. If Baozun is the Defaulting Party, the non-defaulting Party shall be entitled to demand the Defaulting Party to indemnify for damage, provided that unless otherwise stipulated by law, the non-defaulting Party shall in no event be entitled to terminate or revoke this Agreement.

11.2. Notwithstanding any other provisions hereof, the validity of this Section 11 shall not be affected by any termination of this Agreement.

12. Miscellaneous

12.1. This Agreement is made in Chinese in four (4) originals, with each Party holding one (1) copy.

12.2. The entry into, effectiveness, interpretation and dispute resolution of this Agreement shall be governed by PRC Laws.

12.3. Dispute resolution:

12.3.1. Any dispute arising out of or in connection with the provisions hereunder shall be settled by the Parties through friendly consultations and shall, in the absence of an agreement being reached by the Parties within thirty (30) days of its occurrence, be brought by either party for arbitration in Shanghai before Shanghai International Economic and Trade Arbitration Commission (“SHIAC”) in accordance with the then current rules of SHIAC by three arbitrators, The claiming party and the responding party may each appoint one arbitrator, and SHIAC appoint the third arbitrator. If the claiming party or the responding party exceeds two persons (either natural person or legal person), such persons shall appoint one arbitrator by written agreement.

12.3.2. The arbitration award is final and binding upon all parties in the arbitration.

12.3.3. During the period of dispute resolution, all parties shall continue to perform all other provisions hereunder apart from the provisions under dispute.

12.3.4. After the arbitration award becomes effective, any party may render the judgment upon the award rendered by the arbitrator to any court having jurisdiction thereof for enforcement.

12.4. No right, power or remedy empowered to any Party by any provision of this Agreement shall preclude any other right, power or remedy enjoyed by such Party in accordance with law or any other provisions hereof and no exercise by a Party of any of its rights, powers and remedies shall preclude its exercise of its other rights, powers and remedies.

12.5. No failure or delay by a Party in exercising any right, power or remedy under this Agreement or laws (“Party’s Rights”) shall result in a waiver of such rights; and no single or partial waiver by a Party of the Party’s Rights shall preclude such Party from exercising such rights in any other way or exercising the remaining part of the Party’s Rights.

12.6. The section headings herein are inserted for convenience of reference only and shall in no event be used in or affect the interpretation of the provisions hereof.

12.7. Each provision contained herein shall be severable and independent of any other provisions hereof, and if at any time any one or more provisions hereof become invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not be affected thereby.

12.8. Once executed, this Agreement shall replace any other legal documents entered into by the Parties in respect of the same subject matter hereof. Any amendments or supplements to this Agreement shall be made in writing and, except for Baozunn’s transfer of its rights hereunder in accordance with Section 12.9, shall take effect only when properly signed by the Parties hereto.

12.9. Without prior written consent of Baozun, any other Party shall not assign any of its rights and/or obligations hereunder to any third party. All other Parties hereby agree that, Baozun is entitled to unilaterally transfer its rights and/or obligations to any third party without obtaining any written consent from other Parties, provided that Baozun shall notify all other Parties of such transfer by written notice.

12.10. This Agreement shall be binding upon the legal assignees or successors of the Parties. Each Existing Shareholder guarantees to Baozun that such Existing Shareholder has made proper arrangements and executed all necessary documents to ensure that, in case of its death, disability, bankruptcy, divorce or other circumstances which may affect its exercise of equity interest, such shareholder’s successor, custodian, creditor, spouse or the like who may obtain the Company’s equity interest or relevant rights will not influence to hinder the performance of this Agreement.

[THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

[EXECUTION PAGE TO EXCLUSIVE CALL OPTION AGREEMENT]

IN WITNESS WHEREOF, the Parties have caused this Exclusive Call Option Agreement to be executed at the place and as of the date first above written.

Existing Shareholder:

Wenbin Qiu

Signature by: /s/ Wenbin Qiu

Qingyu Zhang

Signature by: /s/ Qingyu Zhang

Baozun:

Shanghai Baozun E-Commerce Limited

Seal: /s/ Shanghai Baozun E-Commerce Limited
By:	/s/ Wenbin Qiu
Name:	Wenbin Qiu
Title:

The Company:

Shanghai Zunyi Business Consulting Ltd.
Seal: /s/ Shanghai Zunyi Business Consulting Ltd.
By:	/s/ Wenbin Qiu
Name:	Wenbin Qiu
Title:

SCHEDULE 1

BASIC INFORMATION OF THE COMPANY

Company Name: Shanghai Zunyi Business Consulting Ltd.

Registered Address: Room 212, Building No. 7, No. 8 and No. 11, No. 1188 Wanrong Road Zhabei District, Shanghai

Registered Capital: RMB1.0 million

Legal Representative: Wenbin Qiu

Shareholding Structure as of the Effective of this Agreement:

Shareholder Name	Amount of Contributed Registered Capital		Percentage of Capital Contribution			Form of Capital Contribution
Wenbin Qiu		RMB 800,000		80	%		cash
Qingyu Zhang		RMB 200,000		20	%		cash
Total		RMB 1,000,000		100	%		(n/a	)

SCHEDULE 2

EQUITY TRANSFER OPTION EXERCISE NOTICE

To: [Names of the Existing Shareholders]

Dear Sirs:

WHEREAS, pursuant to that certain Exclusive Call Option Agreement (“Option Agreement”) dated [    ] [    ], 2014 by you and Shanghai Zunyi Business Consulting Ltd. (“Company”), to the extent permissible by PRC laws and regulations, you shall, at our request, transfer your equity interests in the Company to us or any third party designated by us.

NOW, THEREFORE, we hereby notify you of the following:

We hereby request to exercise our Equity Transfer Option under the Option Agreement whereby we or [ name of entity or individual ] designated by us shall acquire from you your [    ]% equity interests in the Company (“Subject Equity Interests”). You are kindly required to transfer all of the Subject Equity Interests to us or [ name of entity or individual ] designated by us in accordance with the provisions of the Option Agreement immediately upon receipt of the present notice.

Sincerely yours,

Shanghai Baozun E-Commerce Limited (Company Chop)

Authorized Representative:

Date:

SCHEDULE 3

ASSET PURCHASE OPTION EXERCISE NOTICE

To: Shanghai Zunyi Business Consulting Ltd.

Dear Sirs:

WHEREAS, pursuant to that certain Exclusive Call Option Agreement (“Option Agreement”) dated [    ] 2014 by and among us, your Company, Mr. Wenbin Qiu and Mr. Qingyu Zhang, to the extent permissible by PRC laws and regulations, you shall, at our request, transfer your assets to us or any third party designated by us.

NOW, THEREFORE, we hereby notify you of the following:

We hereby request to exercise our Asset Purchase Option under the Option Agreement whereby we or [ name of entity or individual ] designated by us shall acquire from you all of the assets as separately set out in the list attached hereto (“Subject Assets”). You are kindly required to transfer all of the Subject Assets to us or [ name of entity or individual ] designated by us in accordance with the provisions of the Option Agreement immediately upon receipt of the present notice.

Sincerely yours,

Shanghai Baozun E-Commerce Limited (Company Chop)

Authorized Representative:

Date:

EX-10.6

Exhibit 10.6

WENBIN QIU

QINGYU ZHENG

SHANGHAI BAOZUN E-COMMERCE LIMITED

AND

SHANGHAI ZUNYI BUSINESS CONSULTING LTD.

SHAREHOLDERS’ VOTING RIGHTS PROXY AGREEMENT FOR

SHANGHAI ZUNYI BUSINESS CONSULTING LTD.

DATED JULY 28, 2014

SHAREHOLDERS’ VOTING RIGHTS PROXY AGREEMENT

THIS SHAREHOLDERS’ VOTING RIGHTS PROXY AGREEMENT (the “Agreement”) is made on July 28, 2014:

BETWEEN:

(1) Wenbin Qiu

ID Number: 110108196804038979;

(2) Qingyu Zhang

ID Number: 310104196808290452;

(Wenbin Qiu and Qingyu Zhang, each a “Shareholder”, collectively the “Shareholders”)

(3) Shanghai Baozun E-Commerce Limited (“WFOE”)

Registered Address: Room 108, Building No. 1, No. 2 and No. 3, No. 1188 Wanrong Road Zhabei District, Shanghai

Legal Representative: Wenbin Qiu

(4) Shanghai Zunyi Business Consulting Ltd. (the “Company”)

Registered Address: Room 212, Building No. 7, No. 8 and No. 11, No. 1188 Wanrong Road Zhabei District, Shanghai

Legal Representative: Wenbin Qiu

(each a “Party”, collectively the “Parties”)

WHEREAS:

(A) The Shareholders are the current shareholders of the Company and collectively own all the equity interests in the Company.

(B) The Shareholders intend to respectively entrust the individual designated by WFOE with the exercise of their voting rights in the Company, and WFOE intends to designate the individual to accept such entrustment.

NOW, THEREFORE, upon friendly discussions, the Parties agree as follows:

1. Voting Rights Entrustment

1.1. The Shareholders hereby irrevocably undertake to respectively execute a proxy letter in the form and substance of Schedule 1 hereto upon execution of this Agreement whereby they shall each authorize the individual then designated by WFOE (“Proxy”) to exercise, on their behalf, the following rights available to them in their capacity as shareholders of the Company under the then effective articles of association of the Company (collectively, “Proxy Rights”):

(i) to propose the convening of, and attend, shareholders’ meetings in accordance with the articles of association of the Company as the proxy of the Shareholders;

(ii) to exercise voting rights on behalf of the Shareholders on all matters required to be deliberated and resolved by the shareholders’ meeting, including without limitation the appointment and election of the directors and other officers to be appointed and removed by the Shareholders; sale or disposal of the equity interest of the Company held by each Shareholder; disposal of the Company’s assets; dissolution or liquidation of the Company, the establishment of liquidation team on behalf of the Shareholders, and the exercise of the rights of liquidation group during the liquidation period;

(iii) as the proxy of each Shareholder, to deliver all necessary documents to relevant company registrar or other relevant authorities;

(iv) to exercise other shareholders’ voting rights under the articles of association of the Company (inclusive of any other shareholders’ voting rights arising after an amendment to such articles of association); and

(v) upon transfer of the Company’s equity interest held by each Shareholder in accordance with Exclusive Call Option Agreement, to execute relevant share transfer agreement and other ancillary documents on behalf of each Shareholder, and apply for necessary approvals, registrations and filings.

The foregoing authorization and entrustment is conditional upon the Proxy being a PRC citizen and WFOE consenting to such authorization and entrustment. The Shareholders shall not revoke the authorization and entrustment accorded to the Proxy other than in the case where WFOE gives the Shareholders a written notice requesting the replacement of the Proxy, in which event the Shareholders shall immediately appoint such other PRC citizen as designated by WFOE to exercise the foregoing Proxy Rights and such new authorization and entrustment shall supersede, immediately upon its grant, the original authorization and entrustment.

1.2. The Proxy shall, acting with care and diligence, lawfully fulfill the entrusted duties within the scope of authorization hereunder; the Shareholders acknowledge, and assume liability for, any legal consequences arising out of the exercise by the Proxy of the foregoing Proxy Rights.

1.3. The Shareholders hereby acknowledge that the Proxy will not be required to solicit the opinions of the Shareholders when exercising the foregoing Proxy Rights, provided that the Proxy shall promptly inform the Shareholders (on an ex-post basis) of all resolutions adopted or any proposal for an extraordinary shareholders’ meeting.

1.4. The Shareholders hereby acknowledge that the Proxy may designate any other entity or individual to exercise the Proxy Right on its behalf as granted to it in accordance with Section 1.1. hereunder, without obtaining consent from the Shareholders.

1.5. The Shareholders hereby undertake that, after the execution of this Agreement, the Shareholders will continue to entrust the Proxy to exercise the Proxy Rights, regardless of any change to the percentage of equity interest held by the Shareholders.

2. Right to Information

2.1. For the purposes of the exercise of the Proxy Rights hereunder, the Proxy shall have the right to be informed of the operations, business, customers, finances, employees and other matters of the Company and to access relevant documents of the Company; the Company shall provide full cooperation with respect thereto.

3. Exercise of Proxy Rights

3.1. The Shareholders shall provide full assistance with respect to the exercise by the Proxy of the Proxy Rights, including, where necessary (e.g., in order to meet the document submission requirements in connection with governmental authority approval, registration and filing), executing the shareholders’ meeting resolutions adopted by the Proxy or other relevant legal documents.

3.2. If at any time during the term hereof, the grant or exercise of the Proxy Rights hereunder cannot be realized for any reason (other than a breach by the Shareholders or the Company), the Parties shall immediately seek an alternative scheme closest possible to the unrealizable provisions and shall, to the extent necessary, enter into a supplementary agreement to amend or modify the terms hereof so that the purpose of this Agreement may continue to be achieved.

4. Release of Liability and Compensation

4.1. The Parties acknowledge that in no event shall WFOE or the Proxy be required to bear any liability or provide any economic or other compensation to the other Parties or to any third party in connection with the exercise of the Proxy Rights hereunder by the individual(s) designated by WFOE.

4.2. The Shareholders and the Company agree to indemnify and hold harmless WFOE against any and all losses suffered or likely to be suffered by WFOE as a result of the exercise by its designated Proxy of the Proxy Rights, including without limitation any losses arising out of any suit, recourse, arbitration or claims brought by any third party against it or any administrative investigation or sanction by any governmental authorities, but exclusive of any losses arising out of any willful misconduct or gross negligence of the Proxy.

5. Representations and Warranties

5.1. The Shareholders hereby severally represent and warrant that:

5.1.1. They are PRC citizens with full capacity to act, have full and independent legal status and capacity to execute, deliver and perform this Agreement and may sue or be sued as an independent party.

5.1.2. They each have full power and authority to execute, deliver and perform this Agreement and all other documents to be executed by them in connection with the transactions contemplated hereunder as well as full power and authority to consummate the transactions contemplated hereunder. This Agreement will be lawfully and duly executed and delivered by the Shareholders and will constitute their legal and binding obligations enforceable against them in accordance with its terms.

5.1.3. The Shareholders are the legal owners of record of the Company as of the time of effectiveness of this Agreement; other than the rights created under this Agreement and the Equity Pledge Agreement and the Exclusive Call Option Agreement by and among the Shareholders, the Company and WFOE, the Proxy Rights are free from any third party rights. In accordance with this Agreement, the Proxy may fully and completely exercise the Proxy Rights under the then effective articles of association of the Company.

5.1.4. The execution by the Shareholders of and the performance of this Agreement as well as the consummation of the transaction contemplated herein neither violate the provisions of PRC Laws, nor are in contrary to any binding agreements, contracts or other arrangements reached between the Shareholders and any third party.

5.2. WFOE and the Company hereby severally represent and warrant that:

5.2.1. They are each a limited liability company duly registered and lawfully existing under the laws of the place of incorporation with independent legal personality, have full and independent legal status and capacity to execute, deliver and perform this Agreement and may sue or be sued as an independent party;

5.2.2. They each have full internal corporate power and authority to execute and deliver this Agreement and all other documents to be executed by them in connection with the transactions contemplated hereunder as well as full power and authority to consummate the transactions contemplated hereunder.

5.3. The Company further represents and warrants that:

5.3.1. The Shareholders are the legal owners of record of the Company as of the time of effectiveness of this Agreement; other than the rights created under this Agreement and the Equity Pledge Agreement and the Exclusive Call Option Agreement by and among the Shareholders, the Company and WFOE, the Proxy Rights are free from any third party rights. In accordance with this Agreement, the Proxy may fully and completely exercise the Proxy Rights under the then effective articles of association of the Company.

6. Term of Agreement

6.1. Subject to Sections 6.2 and Section 6.3 hereof, this Agreement shall become effective as from the date it is duly executed by the Parties hereto, and, unless terminated early by the Parties by written agreement or in accordance with Section 9.1 hereof, this Agreement shall remain valid for a period of twenty (20) years from the effective date. Upon expiry of the term, unless WFOE has by a thirty (30) days’ notice notified the other Parties not to renew, this Agreement shall be automatically renewed for one (1) year and will continue to be so renewed in the absence of such negative notice.

6.2. If either the Company or WFOE fails to complete relevant approval and registration procedures to extend its business term upon expiry thereof, this Agreement shall terminate upon such expiry. Therefore each party shall complete the approval and registration procedures to extend its business term within three month before expiry thereof to extent the period of this Agreement.

6.3. If either of the Shareholders assigns, with prior consent of WFOE, all of its equity interests in the Company, such Shareholder shall cease to be a Party hereto but the obligations and covenants of the other Parties hereunder shall not be affected thereby.

7. Notice

7.1. Any notice, request, demand and other correspondences required by or made pursuant to this Agreement shall be made in writing and delivered to the relevant Parties.

7.2. Such notice or other correspondences shall be deemed delivered when it is transmitted if transmitted by fax or telex; or upon delivery if delivered in person; or five (5) days after posting if delivered by mail.

8. Confidentiality Obligations

8.1. Irrespective of whether this Agreement has been terminated, each of the Parties shall maintain in strict confidence the business secrets, proprietary information, customer information and any other information of a confidential nature of the other Parties coming into its knowledge during the entry into and performance of this Agreement (“Confidential Information”). Except where prior written consent has been obtained from the Party disclosing the Confidential Information or where disclosure to a third party is mandated by relevant laws or regulations or by the rules of the place of listing of a Party or its affiliate, the Party receiving the Confidential Information shall not disclose any Confidential Information to any third party; the Party receiving the Confidential Information shall not use, either directly or indirectly, any Confidential Information other than for the purpose of performing this Agreement.

8.2. The following information shall not constitute the Confidential Information:

(a) any information which, as shown by written evidence, has previously been known to the receiving Party by way of legal means; or

(b) any information which enters the public domain other than as a result of a fault of the receiving Party; or

(c) any information lawfully acquired by the receiving Party from another source subsequent to the receipt of relevant information.

8.3. A receiving Party may disclose the Confidential Information to its relevant employees, agents or its appointed professionals, provided that such receiving Party shall ensure that such persons shall comply with relevant terms and conditions of this Agreement and that it shall assume any liability arising out of any breach by such persons of relevant terms and conditions of this Agreement.

8.4. Notwithstanding any other provisions of this Agreement, the validity of this Section 8 shall not be affected by any termination of this Agreement.

9. Liability for Default

9.1. The Parties agree and acknowledge that if any Party (“Defaulting Party”) substantially breaches any provision hereunder, or substantially fails to perform or substantially delays in performing any obligations hereunder, such breach, failure or delay shall constitute a default hereunder (“Default”) and that in such event, any of the non-defaulting Parties (“Non-Defaulting Party”) shall have the right to demand the Defaulting Party to cure such Default or take remedial measures within a reasonable time. If the Defaulting Party fails to cure such Default or take remedial measures within such reasonable time or within ten (10) days after the Non-Defaulting Party notifies the Defaulting Party in writing and requests it to cure such Default, then:

9.1.1. If either of the Shareholders or the Company is the Defaulting Party, WFOE shall be entitled to terminate this Agreement and demand the Defaulting Party to indemnify for damage;

9.1.2. If WFOE is the Defaulting Party, the Non-Defaulting Party shall be entitled to demand the Defaulting Party to indemnify for damage, provided that unless otherwise stipulated by law, the Non-Defaulting Party shall in no event be entitled to terminate or revoke this Agreement.

9.2. Notwithstanding any other provisions hereof, the validity of this Section 9 shall not be affected by any suspension or termination of this Agreement.

10. Miscellaneous

10.1. This Agreement is made in Chinese in four (4) originals, with each Party holding one (1) copy.

10.2. The entry into, effectiveness, interpretation and dispute resolution of this Agreement shall be governed by PRC laws.

10.3. Dispute resolution:

10.3.1. Any dispute arising out of or in connection with the provisions hereunder shall be settled by the Parties through friendly consultations and shall, in the absence of an agreement being reached by the Parties within thirty (30) days of its occurrence, be brought by either party for arbitration in Shanghai before Shanghai International Economic and Trade Arbitration Commission (“SHIAC”) in accordance with the then current rules of SHIAC by three arbitrators, The claiming party and the responding party may each appoint one arbitrator, and SHIAC appoint the third arbitrator. If the claiming party or the responding party exceeds two persons (either natural person or legal person), such persons shall appoint one arbitrator by written agreement.

10.3.2. The arbitration award is final and binding upon all parties in the arbitration.

10.3.3. During the period of dispute resolution, all parties shall continue to perform all other provisions hereunder apart from the provisions under dispute.

10.3.4. After the arbitration award becomes effective, any party may render the judgment upon the award rendered by the arbitrator to any court having jurisdiction thereof for enforcement.

10.4. No right, power or remedy empowered to any Party by any provision of this Agreement shall preclude any other right, power or remedy enjoyed by such Party in accordance with law or any other provisions hereof and no exercise by a Party of any of its rights, powers and remedies shall preclude its exercise of its other rights, powers and remedies.

10.5. No failure or delay by a Party in exercising any right, power or remedy under this Agreement or laws (“Party’s Rights”) shall result in a waiver of such rights; and no single or partial waiver by a Party of the Party’s Rights shall preclude such Party from exercising such rights in any other way or exercising the remaining part of the Party’s Rights.

10.6. The section headings herein are inserted for convenience of reference only and shall in no event be used in or affect the interpretation of the provisions hereof.

10.7. Each provision contained herein shall be severable and independent of any other provisions hereof, and if at any time any one or more provisions hereof become invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not be affected thereby.

10.8. Once executed, this Agreement shall replace any other legal documents entered into by the Parties in respect of the same subject matter hereof. Any amendments or supplements to this Agreement shall be made in writing and, except for WFOE’s transfer of its rights hereunder in accordance with Section 10.9, shall take effect only when properly signed by the Parties hereto.

10.9. Without prior written consent of WFOE, any other Party shall not assign any of its rights and/or obligations hereunder to any third party. All other Parties hereby agree that, WFOE is entitled to unilaterally transfer its rights and/or obligations to any third party without obtaining any written consent from other Parties, provided that WFOE shall notify all other Parties of such transfer by written notice.

10.10. This Agreement shall be binding upon the legal assignees or successors of the Parties. Each Shareholder guarantees to WFOE that such Shareholder has made proper arrangements and executed all necessary documents to ensure that, in case of its death, disability, bankruptcy, divorce or other circumstances which may affect its exercise of equity interest, such shareholder’s successor, custodian, creditor, spouse or the like who may obtain the Company’s equity interest or relevant rights will not influence to hinder the performance of this Agreement.

[THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

[EXECUTION PAGE TO SHAREHOLDERS’ VOTING RIGHTS PROXY AGREEMENT]

IN WITNESS WHEREOF, the Parties have caused this Shareholders’ Voting Rights Proxy Agreement to be executed at the place and as of the date first above written.

Shareholder:

Wenbin Qiu

Signature by: /s/ Wenbin Qiu

Qingyu Zhang

Signature by : /s/ Qingyu Zhang

WFOE:

Shanghai Baozun E-Commerce Limited

Seal: /s/ Shanghai Baozun E-Commerce Limited
By:	/s/ Wenbin Qiu
Name:	Wenbin Qiu
Title:

The Company:

Shanghai Zunyi Business Consulting Ltd.

Seal: /s/ Shanghai Zunyi Business Consulting Ltd.
By:	/s/ Wenbin Qiu
Name:	Wenbin Qiu
Title:

SCHEDULE 1

PROXY LETTER

THIS PROXY LETTER (this “Letter”), executed by [Company Shareholder] (ID No.:[             ]) as of              , 20, is being issued in favor of [             ] [ID No.: [             ] (“Proxy”))

I, [            ], hereby grant to the Proxy a general proxy authorizing the Proxy to exercise, as my proxy and on my behalf, the following rights enjoyed by myself in my capacity as a shareholder of Shanghai Zunyi Business Consulting Ltd. (“Company”):

(i) to propose the convening of, and attend, shareholders’ meetings as my proxy in accordance with the articles of association of the Company;

(ii) to exercise voting rights on behalf of the Shareholders on all matters required to be deliberated and resolved by the shareholders’ meeting, including without limitation the appointment and election of the directors and other officers to be appointed and removed by the Shareholders; sale or disposal of the equity interest of the Company held by each Shareholder; disposal of the Company’s assets; dissolution or liquidation of the Company, the establishment of liquidation team on behalf of the Shareholders, and the exercise of the rights of liquidation group during the liquidation period;

(iii) as the proxy of each Shareholder, to deliver all necessary documents to relevant company registrar or other relevant authorities;

(iv) to exercise other shareholders’ voting rights under the articles of association of the Company (inclusive of any other shareholders’ voting rights arising after an amendment to such articles of association); and

(v) upon transfer of the Company’s equity interest held by each Shareholder in accordance with Exclusive Call Option Agreement, to execute relevant share transfer agreement and other ancillary documents on behalf of each Shareholder, and apply for necessary approvals, registrations and filings.

I hereby irrevocably confirm that unless Shanghai Baozun E-Commerce Limited (“WFOE”) has issued an instruction requesting the replacement of the Proxy, this Letter shall remain valid until the expiry or early termination of the Shareholders’ Voting Rights Proxy Agreement, dated             , 2014, among WFOE, the Company and the shareholders of the Company.

This Letter is hereby issued.

Name:

By:

Date:             , 20

EX-10.7

Exhibit 10.7

WENBIN QIU

SHANGHAI BAOZUN E-COMMERCE LIMITED

AND

SHANGHAI ZUNYI BUSINESS CONSULTING LTD.

EQUITY PLEDGE AGREEMENT

FOR

SHANGHAI ZUNYI BUSINESS CONSULTING LTD.

DATED JULY 28, 2014

EQUITY PLEDGE AGREEMENT

THIS EQUITY PLEDGE AGREEMENT (this “Agreement”) is made on July 28, 2014,

BETWEEN:

(1) Wenbin Qiu (“Pledgor”)

ID Number: 110108196804038979;

(2) Shanghai Baozun E-Commerce Limited (“Pledgee”)

Registered Address: Room 108, Building No. 1, No. 2 and No. 3, No. 1188 Wanrong Road Zhabei District, Shanghai

Legal Representative: Wenbin Qiu

(3) Shanghai Zunyi Business Consulting Ltd. (the “Company”)

Registered Address: Room 212, Building No. 7, No. 8 and No. 11, No. 1188 Wanrong Road Zhabei District, Shanghai

Legal Representative: Wenbin Qiu

(each a “Party”, collectively the “Parties”)

(each a “Party”, collectively the “Parties”)

WHEREAS:

(A) Pledgor is the record shareholder of the Company, lawfully own 80% of the equity interests in the Company (“Company Equity”) in accordance with law. On the date of execution of this Agreement, his contributions to and percentages of the registered capital of the Company being as set out in Schedule 1 hereto.

(B) As a guarantee for the performance by the Pledgor of his Contractual Obligations (as defined below) and his satisfaction of the Secured Indebtedness (as defined below), the Pledgor intend to pledge all of their equity interests in the Company to the Pledgee and create first ranking rights of pledge in favor of the Pledgee; and the Company has agreed to such equity pledge arrangement.

(C) The Parties further agree that, the amount secured for the pledged Company Equity hereunder is approximately RMB16,000,000

NOW, THEREFORE, upon mutual discussions, the Parties agree as follows:

1. DEFINITIONS

1.1 Unless otherwise required by the context, the following terms shall have the following meanings in this Agreement:

“Contractual Obligations” means all of the Pledgor’s contractual obligations under this Agreement and under the Transactional Agreements.

“Secured Indebtedness” means any and all direct, indirect or consequential losses and loss of projectable benefits as may be suffered by the Pledgee as a result of any Event of Default (as defined below) of the Pledgor and/or the Company (the amounts of such losses shall be determined based on factors, including but not limited to, the Pledgee’s reasonable business plan and profit forecasts); and all costs as may be incurred by the Pledgee in connection with its enforcement of the performance of the Contractual Obligations against the Pledgor and/or the Company.

“Transaction Agreements” means the Proxy Agreement and the Exclusive Call Option Agreement executed by the Parties hereto and Qingyu Zhang, and Assets and Business Transfer Agreement and Exclusive Technology and Service Agreement between the Company and the Pledgee.

“Event of Default” means any of the following events: (i) a breach by any Pledgor of any of its Contractual Obligations under the Proxy Agreement, the Exclusive Call Option Agreement and/or this Agreement, or failure to fully perform any Secured Indebtedness on time; (ii) a breach by the Company of any of its Contractual Obligations under the Proxy Agreement, the Exclusive Technology and Service Agreement, the Exclusive Call Option Agreement and/or this Agreement, or failure to fully perform any Secure Indebtedness on time; (iii) any provision in Transaction Agreements and/or this Agreement becomes invalid or unenforceable because of the any modification to PRC Laws, newly promulgated PRC Laws or any other reasons, and the Parties hereunder fail to reach a replacement arrangement to realize the purposes of the Transaction Agreements and hereof; (iv) the occurrence of material adverse changes to the assets owned by the Pledgor has rendered reasonable doubt to the Pledgee that there will be material adverse influence on the ability of the Pledgor to perform its obligations hereunder; (v) the Pledgor withdraws its pledge on the equity or sells or transfers the Pledged Equity to third party, without prior written notice from the Pledgee; or (vi) the Company is liquidated.

“Pledged Equity” means all of the Pledgor’ equity interests in the Company as lawfully owned by the Pledgor as of the effectiveness hereof and pledged hereunder to the Pledgee as security for the Pledgor’s and the Company’s performance of their respective Contractual Obligations (the specific equity interests pledged by the Pledgor being as set out in Schedule 1 hereto) and any increased capital contribution and any dividend under Sections 2.6 and 2.7 hereof.

“PRC Laws” means the then effective laws, administrative regulations, administrative rules, local regulations, judicial interpretations and other binding regulatory documents of the People’s Republic of China (solely for the purpose of this Agreement, the term “PRC” does not include Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan).

1.2 In this Agreement, any reference to any PRC Law shall be deemed to include (i) a reference to such PRC Law as modified, amended, supplemented or reenacted, effective either before or after the date hereof; and (ii) a reference to any other decision, circular or rule made thereunder or effective as a result thereof.

1.3 Unless otherwise required by the context, a reference to a provision, clause, section or paragraph shall be a reference to a provision, clause, section or paragraph of this Agreement.

2. Equity Pledge

2.1 The Pledgor hereby agrees to pledge, in accordance with the terms hereof, his lawfully owned and rightfully disposable Pledged Equity to the Pledgee as security for the repayment of the Secured Indebtedness. The Company hereby agrees for the Pledgor to so pledge the Pledged Equity to the Pledgee in accordance with the terms hereof.

2.2 The Pledgor covenants that he will assume the responsibility of recording the equity pledge arrangement (“Equity Pledge”) hereunder in the shareholders’ register of the Company as of the execution of this Agreement. The Pledgor further covenants that he, with his best efforts and by all necessary means, will arrange the registration of the Equity Pledge with the industry and commerce registration authority having jurisdiction over the Company as of the execution of this Agreement.

2.3 During the term hereof, the Pledgee shall not be liable in whatsoever manner for any diminution in value of the Pledged Equity and the Pledgor shall have no right to seek any form of recourse or bring any claims against the Pledgee in connection therewith, except where such diminution arises out of any willful conduct of the Pledgee or out of its material omission having immediate causal link with such result.

2.4 Subject to Section 2.3 above, if the Pledged Equity is likely to suffer such a manifest value diminution as to impair the rights of the Pledgee, the Pledgee may at any time auction or sell the Pledged Equity on behalf of the Pledgor and may, as agreed with the Pledgor, apply the proceeds from such auction or sale towards early full satisfaction of the Secured Indebtedness, or deposit (entirely at the cost of the Pledgee) such proceeds with a notary organ of the place of the Pledgee. In addition, as the request of the Pledgee, the Pledgor shall provide other assets as security to the Secured Indebtedness.

2.5 Upon occurrence of any Event of Default, the Pledgee shall be entitled to dispose of the Pledged Equity in such manner as prescribed in Section 4 hereof.

2.6 The Pledgor may not increase the capital of the Company except with prior consent of the Pledgee. Any increase in the capital contributed by the Pledgor to the registered capital of the Company as a result of any capital increase shall equally become part of the Pledged Equity. To the extent as permissible un the PRC Laws, the Pledgor shall promptly register Equity Pledge reflecting its increased capital contribution with the relevant industry and commerce registration authority.

2.7 The Pledgos may not receive any dividend or bonus in respect of the Pledged Equity except with prior consent of the Pledgee. Any dividend or bonus received by the Pledgor in respect of the Pledged Equity shall be deposited into an account designated by the Pledgee under the custody of the Pledgee and be firstly used to repay the Secured Indebtedness.

2.8 Upon occurrence of an Event of Default, the Pledgee shall be entitled to dispose of any Pledged Equity of any Pledgor in accordance with the terms hereof.

3. Release of Pledge

3.1 Upon full and complete performance by the Pledgor and the Company of all of their Contractual Obligations, the Pledgee shall, at the request of the Pledgor, release the Equity Pledge hereunder and cooperate with the Pledgor in relation to both the deregistration of the Equity Pledge in the shareholders’ register of the Company and the deregistration of the Equity Pledge with the relevant industry and commerce administration; reasonable costs arising out of such release of Equity Pledge shall be borne by the Pledgee.

4. Disposal of Pledged Equity

4.1 Upon occurrence of or any event that may trigger any Event of Default which becomes known to or should become known to the Pledgor, the Pledgor shall immediately notify the Pledge by written notice. The Parties hereby agree that, upon occurrence of any Event of Default, the Pledgee shall be entitled to exercise, upon written notice to the Pledgor, all of the remedies, rights and powers available to it under PRC Laws, the Transaction Agreements and this Agreement, including without limitation the right to auction or sell the Pledged Equity for prior satisfaction of claims. The Pledgee shall not be held liable for any losses resultant from its reasonable exercise of such rights and powers.

4.2 The Pledgee shall be entitled to appoint, in writing, its counsels or other agents to exercise any and all of its foregoing rights and powers and neither the Pledgor nor the Company shall object thereto.

4.3 The Pledgee shall have the right to fully deduct all reasonable costs incurred by it in connection with its exercise of any or all of its foregoing rights and powers from the proceeds obtained as a result of its such exercise of rights and powers.

4.4 The proceeds obtained as a result of the exercise by the Pledgee of its rights and powers shall be applied in the following order of precedence:

(i) towards payment of all costs arising out of the disposal of the Pledged Equity and the exercise by the Pledgee of its rights and powers (including fees incurred by court proceedings and fees paid to its counsels and agents);

(ii) towards payment of the taxes payable in connection with the disposal of the Pledged Equity; and

(iii) towards repayment of the Secured Indebtedness to the Pledgee;

and any balance after the deduction of the foregoing payments shall either be returned by the Pledgee to the Pledgor or any other person who may be entitled to such balance under relevant laws and regulations or be deposited by the Pledgee with a notary organ of the place of the Pledgee (any costs rising out of such deposit shall be borne by the Pledgee).

4.5 The Pledgee shall have the right to exercise, at its option, concurrently or successively, any of its breach of contract remedies; the Pledgee shall not be required to first exercise other breach of contract remedies prior to exercising its right to auction or sell the Pledged Equity.

5. Costs and Expenses

5.1 Any and all actual costs and expenses arising in connection with the creation of the Equity Pledge hereunder, including without limitation the stamp duty and any other taxes and all legal costs, shall be borne by the Parties severally.

6. Continuing Guarantee and Non-Waiver

6.1 The Equity Pledge created hereunder shall constitute a continuing guarantee and shall remain valid until full performance of the Contractual Obligations or full satisfaction of the Secured Indebtedness. Neither any waiver or grace granted by the Pledgee with respect to any breach of the Pledgor nor any delay of the Pledgee in its exercise of any of its rights under the Transaction Agreements and this Agreement shall affect the right of the Pledgee under this Agreement, relevant PRC Laws and the Transaction Agreements to require at any time thereafter the Pledgor to strictly perform the Transaction Agreements and this Agreement or any right that may be available to the Pledgee as a result of any subsequent breach by the Pledgor of the Transaction Agreements and/or this Agreement.

7. Representations and Warranties by the Pledgor

The Pledgor represents and warrants to the Pledgee that:

7.1 The Pledgor is a PRC citizen with full capacity to act; and have lawful rights and ability to enter into this Agreement and assume legal obligations hereunder. The shareholder meeting of the Company has adopted a resolution according to the Company’s memorandum and articles of association to approve the Pledgor to pledge the equity according to the provisions hereunder

7.2 All reports, documents and information provided by the Pledgor to the Pledgee prior to the effectiveness of this Agreement with respect to matters pertaining to the Pledgor or required by this Agreement are true and correct in all material respects as of the effectiveness of this Agreement;

7.3 All reports, documents and information provided by the Pledgor to the Pledgee subsequent to the effectiveness of this Agreement with respect to matters pertaining to the Pledgor or required by this Agreement are true and valid in all material respects as of the time of provision of the same;

7.4 As of the effectiveness of this Agreement, the Pledgor is the sole lawful owner of the Pledged Equity free from any ongoing dispute as to the ownership thereof; and the Pledgor has the right to dispose of the Pledged Equity or any part thereof;

7.5 Other than the security interest created on the Pledged Equity hereunder and the rights created under the Transaction Agreements, the Pledged Equity is free from any other security interests, third party rights or interests or any other restriction;

7.6 The Pledged Equity may be lawfully pledged and assigned, and the Pledgor has full rights and powers to pledge the Pledged Equity to the Pledgee in accordance with the terms hereof;

7.7 Once duly executed by the Pledgor, this Agreement will constitute lawful, valid and binding obligations of the Pledgor;

7.8 Other than the industry and commerce registration in respect of the Pledge Equity, any consents, permissions, waivers or authorizations by any third party or any approval, license or exemption from or any registration or filing formalities with any governmental body (if required by law), requisite in each case for the execution and performance of this Agreement and the creation of the Equity Pledge hereunder, have been obtained or are being pursued and will remain fully valid during the term of this Agreement;

7.9 The entry into and performance by the Pledgor of this Agreement do not violate or conflict with any law applicable to the Pledgor, any agreement to which the Pledgor is a party or by which he is bound, any court judgments, any arbitral award, or any decision of any administrative authority;

7.10 The pledge hereunder constitutes a first ranking security interest on the Pledged Equity;

7.11 All taxes and costs payable in connection with the securing of the Pledged Equity have been paid in full by the Pledgor;

7.12 There are no pending, or to the knowledge of the Pledgor, threatened, suits, legal proceedings or claims before any court or arbitral tribunal or by any governmental body or administrative authority against the Pledgor or his properties or the Pledged Equity having a material or adverse effect on the financial condition of the Pledgor or his ability to fulfill their obligations and the guarantee liability hereunder;

7.13 The Pledgor hereby warrant to the Pledgee that the foregoing representations and warranties will remain true and correct and fully complied with under all circumstances at any time prior to full performance of the Contractual Obligations or full satisfaction of the Secured Indebtedness.

8. Representations and Warranties by the Company

The Company hereby represents and warrants to the Pledgee that:

8.1 It is a limited liability company duly registered and lawfully existing under PRC Laws with independent legal personality; and has full and independent legal status and capacity to execute and deliver this Agreement and may sue or be sued as an independent party.

8.2 All reports, documents and information provided by it to the Pledgee prior to the effectiveness of this Agreement with respect to matters pertaining to the Pledged Equity or required by this Agreement are true and correct in all material respects as of the effectiveness of this Agreement;

8.3 All reports, documents and information provided by it to the Pledgee subsequent to the effectiveness of this Agreement with respect to matters pertaining to the Pledged Equity or required by this Agreement are true and valid in all material respects as of the time of provision of the same;

8.4 Once duly executed by it, this Agreement will constitute its lawful, valid and binding obligations;

8.5 It has full internal corporate power and authority to execute and deliver this Agreement and all other documents to be executed by it in connection with the transactions contemplated hereunder as well as full power and authority to consummate the transactions contemplated hereunder;

8.6 There are no pending, or to the knowledge of the Company, threatened, suits, legal proceedings or claims before any court or arbitral tribunal or by any governmental body or administrative authority against the Company or its assets (including without limitation the Pledged Equity) having a material or adverse effect on the financial condition of the Company or the ability of the Pledgor to fulfill their obligations and the guarantee liability hereunder;

8.7 The Company hereby agrees to be severally and jointly liable to the Pledgee for the representations and warranties made by the Pledgor under Sections 7.4, 7.5, 7.6, 7.8 and 7.10 hereunder.

8.8 The Company hereby warrants to the Pledgee that the foregoing representations and warranties will remain true and correct and fully complied with under all circumstances at any time prior to full performance of the Contractual Obligations or full satisfaction of the Secured Indebtedness.

9. Undertakings by Pledgor

The Pledgor severally and jointly agrees and undertakes to the Pledgee that:

9.1 Without prior written consent of the Pledgee, the Pledgor will not create or permit to be created any new pledge or any other security interest on the Pledged Equity and any pledge or other security interest created on all or any part of the Pledged Equity without prior written consent of the Pledgee shall be null and void;

9.2 Without prior written notice to and prior written consent from the Pledgee, the Pledgor will not assign the Pledged Equity and all purported assignment of the Pledged Equity by the Pledgor shall be null and void; the proceeds received by the Pledgor from the assignment of the Pledged Equity shall be first applied towards early full repayment to the Pledgee of the Secured Indebtedness or shall be deposited with a third party to be agreed with the Pledgee;

9.3 Should there arise any suit, arbitration or other claims which are likely to have an adverse effect on the Pledgor’s or the Pledgee’s interest under the Transaction Agreements and this Agreement or on the Pledged Equity, the Pledgor undertakes that he will notify the Pledgee in writing of the same as promptly as possible without delay and will, in accordance with the reasonable request of the Pledgee, take all necessary measures to ensure the Pledgee’s rights and interests of pledge in and to the Pledged Equity;

9.4 The Pledgor undertakes to complete the formality to extend the business operation terms three months before the expiry of such terms so as to keep this Agreement effective;

9.5 The Pledgor will not do or permit to be done any act or action likely to have an adverse effect on the interest of the Pledgee under the Transaction Agreements and this Agreement or on the Pledged Equity; the Pledgor waives his preferential right of purchase if and when the Pledgee realizes its rights of pledge and triggers assignment of any Secured Equity, and the Pledgor will take all necessary steps and execute all necessary documents to realize such assignment;

9.6 After the execution of this Agreement, the Pledgor will use his best effort and take all necessary steps to promptly register the Equity Pledge hereunder at the relevant industry and commerce administration. The Pledgor undertakes that he will, in accordance with the reasonable request of the Pledgee, take all steps and execute all documents (including without limitation any supplement hereto) necessary to ensure the Pledgee’s rights and interests of pledge in and to the Pledged Equity as well as the exercise and realization by the Pledgee of its such rights and interests;

9.7 Should the exercise of the rights of pledge hereunder result in an assignment of any Pledged Equity, the Pledgor undertakes that he will take all measures to enable the realization of such assignment;

9.8 The Pledgor undertakes that the convening process of, voting mechanism of and items discussed in the shareholder meeting or board meeting of the Company for the purpose of the execution hereof, the establishment of the pledge and the exercise of such pledge are not in violation of Laws, administrative regulations and the Company’s memorandums and articles of association.

9.9 The Pledgor undertakes to apply for the registration of Equity Pledge with the relevant industry and commerce administration with respect to the Equity Pledge hereunder, as well as, for the purpose of realizing the provisions hereunder, any other formalities as required by applicable Laws and regulations, three (3) business days upon the execution hereof, and provide all necessary assistance to promptly complete such registration and formalities.

10. Undertakings by Company

10.1 The Company will use every effort to assist with the obtaining of any consents, permissions, waivers, authorizations of any third party or any approval, license or exemption from any governmental body or the completion of any registration or filing formalities with any governmental body (if required by law), requisite in each case for the execution and performance of this Agreement and the creation of the Equity Pledge hereunder; and will maintain the same in full force and effect during the term hereof;

10.2 Without prior written consent of the Pledgee, the Company will not assist or permit the Pledgor to create any new pledge or any other security interest on the Pledged Equity;

10.3 Without prior written consent of the Pledgee, the Company will not assist or permit the Pledgor to assign the Pledged Equity;

10.4 Should there arise any suit, arbitration or other claims which are likely to have an adverse effect on the Company, the Pledged Equity or the Pledgee’s interest under the Transaction Agreements and this Agreement, the Company undertakes that it will notify the Pledge in writing of the same as promptly as possible without delay and will, in accordance with the reasonable request of the Pledgee, take all necessary measures to ensure the Pledgee’s pledge rights and interests in and to the Pledged Equity;

10.5 The Company undertakes to complete the formality to extend the business operation terms three months before the expiry of such terms so as to keep this Agreement effective;

10.6 The Company will not do or permit to be done any act or action likely to have an adverse effect on the interest of the Pledgee under the Transaction Agreements and this Agreement or on the Pledged Equity;

10.7 The Pledgor will during the first month of each calendar quarter submit to the Pledgee the financial statements of the Company for the preceding calendar quarter, including without limitation the balance sheet, the income statement and the cashflow statement.

10.8 The Company will, in accordance with the reasonable request of the Pledgee, take all steps and execute all documents (including without limitation any supplement hereto) necessary to ensure the Pledgee’s rights and interests of pledge in and to the Pledged Equity as well as the exercise and realization by the Pledgee of its such rights and interests;

10.9 Should the exercise of the rights of pledge hereunder result in an assignment of any Pledged Equity, the Company undertakes that it will take all measures to enable the realization of such assignment.

10.10 The Company undertakes to assist the Pledgor to apply for the registration of Equity Pledge with the relevant industry and commerce administration with respect to the Equity Pledge hereunder three (3) business days upon the execution hereof, and provide all necessary assistance to promptly complete such registration and formalities.

11. Fundamental Changes of Circumstances

11.1 As a supplementary agreement and without contravening other provisions of the Transaction Agreements and this Agreement, if, at any time, as a result of any promulgation of or amendment to any PRC Laws, regulations or rules, or of any change in the interpretation or application of such laws, regulations or rules, or of any change in relevant registration procedures, the maintaining of the validity of this Agreement and/or the disposal of the Pledged Equity in the manner prescribed hereunder becomes illegal or contravenes such laws, regulations or rules, the Pledgor and the Company shall, on the Pledgee’s written instruction and in accordance with its reasonable request, immediately take any actions and/or execute any agreements or other documents so as to:

(i) maintain the validity of this Agreement;

(ii) facilitate the disposal of the Pledged Equity in the manner prescribed hereunder; and/or

(iii) maintain or realize the security created or purported to be created hereunder.

12. Effectiveness and Term of Agreement

12.1 This Agreement shall become effective upon fulfillment of all the following conditions:

(i) This Agreement has been duly executed by the Parties hereto; and

(ii) The Equity Pledge hereunder has been recorded in the shareholders’ register of the Company in accordance with law.

The Pledgor shall provide the Pledgee with the evidence, in a form satisfactory to the Pledgee, of the aforesaid recording of the Equity Pledge in the shareholders’ register, and, after the effectiveness of this Agreement, as permissible under the PRC Laws, provide the pledge certificate issued by the industry and commerce administration upon the request of the Pledgee and in a form satisfactory to the Pledgee.

12.2 The term of this Agreement shall end when the Contractual Obligations shall have been performed in full or when the Secured Indebtedness shall have been satisfied in full.

13. Notice

13.1 Any notice, request, demand and other correspondences required by or made pursuant to this Agreement shall be made in writing and delivered to the relevant Party.

13.2 Such notice or other correspondences shall be deemed delivered when it is transmitted if transmitted by fax or telex; or upon delivery, if delivered in person; or five (5) days after posting, if delivered by mail.

14. Miscellaneous

14.1 The Pledgor and the Company agree that the Pledgee may, immediately upon notice to the Pledgor and the Company, assign its rights and/or obligations hereunder to any third party; and that without prior written consent of the Pledgee, neither the Pledgor nor the Company may assign their respective rights, obligations or liabilities hereunder to any third party.

14.2 The sum of the Secured Indebtedness determined by the Pledgee in its discretion in connection with its exercise of its rights of pledge with respect to the Pledged Equity in accordance with the terms hereof shall constitute the conclusive evidence for the Secured Indebtedness hereunder.

14.3 This Agreement is made in Chinese in five (5) originals, with each Party holding one (1) copy and one (1) copy is maintained for the application to the industry and commerce administration for registration of Equity Pledge.

14.4 The entry into, effectiveness, interpretation and dispute resolution of this Agreement shall be governed by PRC Laws.

14.5 Dispute resolution:

(i) Any dispute arising out of or in connection with the provisions hereunder shall be settled by the Parties through friendly consultations and shall, in the absence of an agreement being reached by the Parties within thirty (30) days of its occurrence, be brought by either party for arbitration in Shanghai before Shanghai International Economic and Trade Arbitration Commission (“SHIAC”) in accordance with the then current rules of SHIAC by three arbitrators, The claiming party and the responding party may each appoint one arbitrator, and SHIAC appoint the third arbitrator. If the claiming party or the responding party exceeds two persons (either natural person or legal person), such persons shall appoint one arbitrator by written agreement.

(ii) The arbitration award is final and binding upon all parties in the arbitration.

(iii) During the period of dispute resolution, all parties shall continue to perform all other provisions hereunder apart from the provisions under dispute.

(iv) After the arbitration award becomes effective, any party may render the judgment upon the award rendered by the arbitrator to any court having jurisdiction thereof for enforcement.

14.6 No right, power or remedy empowered to any Party by any provision of this Agreement shall preclude any other right, power or remedy enjoyed by such Party in accordance with law or any other provisions hereof and no exercise by a Party of any of its rights, powers and remedies shall preclude its exercise of its other rights, powers and remedies.

14.7 No failure or delay by a Party in exercising any right, power or remedy under this Agreement or laws (“Party’s Rights”) shall result in a waiver of such rights; and no single or partial waiver by a Party of the Party’s Rights shall preclude such Party from exercising such rights in any other way or exercising the remaining part of the Party’s Rights.

14.8 The section headings herein are inserted for convenience of reference only and shall in no event be used in or affect the interpretation of the provisions hereof.

14.9 Each provision contained herein shall be severable and independent of any other provisions hereof, and if at any time any one or more provisions hereof become invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not be affected thereby.

14.10 This Agreement supersedes any other legal document previously executed by the Parties for the same nature. Any amendments or supplements to this Agreement shall be made in writing and except where the Pledgee assigns its rights hereunder in accordance with Section 14.1, such amendments or supplements shall take effect only when properly signed by the Parties hereto.

14.11 This Agreement shall be binding upon the legal assignees or successors of the Parties. Any successor or permitted assignees (if applicable) of the Pledgor and the Company shall continue to perform the respective obligations of the Pledgor and the Company hereunder. The Pledgor guarantees to Pledgee that he has made proper arrangements and executed all necessary documents to ensure that, in case of its death, disability, bankruptcy, divorce or other circumstances which may affect its exercise of equity interest, such shareholder’s successor, custodian, creditor, spouse or the like who may obtain the Company’s equity interest or relevant rights will not influence to hinder the performance of this Agreement.

14.12 Concurrently with the execution of this Agreement, the Pledgor shall each execute a power of attorney (“POA”) entrusting any nominee of the Pledgee to execute on its behalf in accordance with this Agreement any and all legal documents as may be required in order for the Pledgee to exercise its rights hereunder. Such POAs shall be submitted to the Pledgee for custody and may be presented by the Pledgee to relevant governmental authorities whenever necessary.

[THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

[EXECUTION PAGE TO SHARE PLEDGE AGREEMENT]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed at the place and as of the date first above written.

Pledgor:

Wenbin Qiu

Signature by: /s/ Wenbin Qiu

Pledgee:

Shanghai Baozun E-Commerce Limited

Seal: /s/ Shanghai Baozun E-Commerce Limited
By:	/s/ Wenbin Qiu
Name:	Wenbin Qiu
Title:

The Company:

Shanghai Zunyi Business Consulting Ltd.

Seal: /s/ Shanghai Zunyi Business Consulting Ltd.
By:	/s/ Wenbin Qiu
Name:	Wenbin Qiu
Title:

SCHEDULE 1

BASIC INFORMATION OF THE COMPANY

Company Name: Shanghai Zunyi Business Consulting Ltd.

Registered Address: Room 212, Building No. 7, No. 8 and No. 11, No. 1188 Wanrong Road Zhabei District, Shanghai

Registered Capital: RMB1.0 Million

Legal representative: Wenbin Qiu

Shareholding

Shareholder Name	Amount of Capital Contribution		Shareholding Percentage			Form of Contribution
Wenbin Qiu		RMB800,000		80	%		Cash
Qingyu Zhang		RMB200,000		20	%		Cash
Total		RMB1,000,000		100	%		/

SCHEDULE 2

FORM OF POWER OF ATTORNEY

I,                             , hereby irrevocably appoint             (ID No.:                             ), to act as my attorney in fact to execute all legal documents necessary or desirable for the exercise by Shanghai Baozun E-Commerce Limited of its rights under the Equity Pledge Agreement for Shanghai Zunyi Business Consulting Ltd. by and among Shanghai Baozun E-Commerce Limited, myself and Shanghai Zunyi Business Consulting Ltd.

By:

Date:

EX-10.8

Exhibit 10.8

QINGYU ZHANG

SHANGHAI BAOZUN E-COMMERCE LIMITED

AND

SHANGHAI ZUNYI BUSINESS CONSULTING LTD.

EQUITY PLEDGE AGREEMENT

FOR

SHANGHAI ZUNYI BUSINESS CONSULTING LTD.

DATED JULY 28, 2014

EQUITY PLEDGE AGREEMENT

THIS EQUITY PLEDGE AGREEMENT (this “Agreement”) is made on July 28, 2014,

BETWEEN:

(1) Qingyu Zhang (“Pledgor”)

ID Number: 310104196808290452;

(2) Shanghai Baozun E-Commerce Limited (“Pledgee”)

Registered Address: Room 108, Building No. 1, No. 2 and No. 3, No. 1188 Wanrong Road Zhabei District, Shanghai

Legal Representative: Wenbin Qiu

(3) Shanghai Zunyi Business Consulting Ltd. (the “Company”)

Registered Address: Room 212, Building No. 7, No. 8 and No. 11, No. 1188 Wanrong Road Zhabei District, Shanghai

Legal Representative: Wenbin Qiu

(each a “Party”, collectively the “Parties”)

(each a “Party”, collectively the “Parties”)

WHEREAS:

(A) Pledgor is the record shareholder of the Company, lawfully own 20% of the equity interests in the Company (“Company Equity”) in accordance with law. On the date of execution of this Agreement, his contributions to and percentages of the registered capital of the Company being as set out in Schedule 1 hereto.

(B) As a guarantee for the performance by the Pledgor of his Contractual Obligations (as defined below) and his satisfaction of the Secured Indebtedness (as defined below), the Pledgor intend to pledge all of their equity interests in the Company to the Pledgee and create first ranking rights of pledge in favor of the Pledgee; and the Company has agreed to such equity pledge arrangement.

(C) The Parties further agree that, the amount secured for the pledged Company Equity hereunder is approximately RMB4,000,000

NOW, THEREFORE, upon mutual discussions, the Parties agree as follows:

1. DEFINITIONS

1.1 Unless otherwise required by the context, the following terms shall have the following meanings in this Agreement:

“Contractual Obligations” means all of the Pledgor’s contractual obligations under this Agreement and under the Transactional Agreements.

“Secured Indebtedness” means any and all direct, indirect or consequential losses and loss of projectable benefits as may be suffered by the Pledgee as a result of any Event of Default (as defined below) of the Pledgor and/or the Company (the amounts of such losses shall be determined based on factors, including but not limited to, the Pledgee’s reasonable business plan and profit forecasts); and all costs as may be incurred by the Pledgee in connection with its enforcement of the performance of the Contractual Obligations against the Pledgor and/or the Company.

“Transaction Agreements” means the Proxy Agreement and the Exclusive Call Option Agreement executed by the Parties hereto and Wenbin Qiu, and Assets and Business Transfer Agreement and Exclusive Technology and Service Agreement between the Company and the Pledgee.

“Event of Default” means any of the following events: (i) a breach by any Pledgor of any of its Contractual Obligations under the Proxy Agreement, the Exclusive Call Option Agreement and/or this Agreement, or failure to fully perform any Secured Indebtedness on time; (ii) a breach by the Company of any of its Contractual Obligations under the Proxy Agreement, the Exclusive Technology and Service Agreement, the Exclusive Call Option Agreement and/or this Agreement, or failure to fully perform any Secure Indebtedness on time; (iii) any provision in Transaction Agreements and/or this Agreement becomes invalid or unenforceable because of the any modification to PRC Laws, newly promulgated PRC Laws or any other reasons, and the Parties hereunder fail to reach a replacement arrangement to realize the purposes of the Transaction Agreements and hereof; (iv) the occurrence of material adverse changes to the assets owned by the Pledgor has rendered reasonable doubt to the Pledgee that there will be material adverse influence on the ability of the Pledgor to perform its obligations hereunder; (v) the Pledgor withdraws its pledge on the equity or sells or transfers the Pledged Equity to third party, without prior written notice from the Pledgee; or (vi) the Company is liquidated.

“Pledged Equity” means all of the Pledgor’ equity interests in the Company as lawfully owned by the Pledgor as of the effectiveness hereof and pledged hereunder to the Pledgee as security for the Pledgor’s and the Company’s performance of their respective Contractual Obligations (the specific equity interests pledged by the Pledgor being as set out in Schedule 1 hereto) and any increased capital contribution and any dividend under Sections 2.6 and 2.7 hereof.

“PRC Laws” means the then effective laws, administrative regulations, administrative rules, local regulations, judicial interpretations and other binding regulatory documents of the People’s Republic of China (solely for the purpose of this Agreement, the term “PRC” does not include Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan).

1.2 In this Agreement, any reference to any PRC Law shall be deemed to include (i) a reference to such PRC Law as modified, amended, supplemented or reenacted, effective either before or after the date hereof; and (ii) a reference to any other decision, circular or rule made thereunder or effective as a result thereof.

1.3 Unless otherwise required by the context, a reference to a provision, clause, section or paragraph shall be a reference to a provision, clause, section or paragraph of this Agreement.

2. Equity Pledge

2.1 The Pledgor hereby agrees to pledge, in accordance with the terms hereof, his lawfully owned and rightfully disposable Pledged Equity to the Pledgee as security for the repayment of the Secured Indebtedness. The Company hereby agrees for the Pledgor to so pledge the Pledged Equity to the Pledgee in accordance with the terms hereof.

2.2 The Pledgor covenants that he will assume the responsibility of recording the equity pledge arrangement (“Equity Pledge”) hereunder in the shareholders’ register of the Company as of the execution of this Agreement. The Pledgor further covenants that he, with his best efforts and by all necessary means, will arrange the registration of the Equity Pledge with the industry and commerce registration authority having jurisdiction over the Company as of the execution of this Agreement.

2.3 During the term hereof, the Pledgee shall not be liable in whatsoever manner for any diminution in value of the Pledged Equity and the Pledgor shall have no right to seek any form of recourse or bring any claims against the Pledgee in connection therewith, except where such diminution arises out of any willful conduct of the Pledgee or out of its material omission having immediate causal link with such result.

2.4 Subject to Section 2.3 above, if the Pledged Equity is likely to suffer such a manifest value diminution as to impair the rights of the Pledgee, the Pledgee may at any time auction or sell the Pledged Equity on behalf of the Pledgor and may, as agreed with the Pledgor, apply the proceeds from such auction or sale towards early full satisfaction of the Secured Indebtedness, or deposit (entirely at the cost of the Pledgee) such proceeds with a notary organ of the place of the Pledgee. In addition, as the request of the Pledgee, the Pledgor shall provide other assets as security to the Secured Indebtedness.

2.5 Upon occurrence of any Event of Default, the Pledgee shall be entitled to dispose of the Pledged Equity in such manner as prescribed in Section 4 hereof.

2.6 The Pledgor may not increase the capital of the Company except with prior consent of the Pledgee. Any increase in the capital contributed by the Pledgor to the registered capital of the Company as a result of any capital increase shall equally become part of the Pledged Equity. To the extent as permissible un the PRC Laws, the Pledgor shall promptly register Equity Pledge reflecting its increased capital contribution with the relevant industry and commerce registration authority.

2.7 The Pledgos may not receive any dividend or bonus in respect of the Pledged Equity except with prior consent of the Pledgee. Any dividend or bonus received by the Pledgor in respect of the Pledged Equity shall be deposited into an account designated by the Pledgee under the custody of the Pledgee and be firstly used to repay the Secured Indebtedness.

2.8 Upon occurrence of an Event of Default, the Pledgee shall be entitled to dispose of any Pledged Equity of any Pledgor in accordance with the terms hereof.

3. Release of Pledge

3.1 Upon full and complete performance by the Pledgor and the Company of all of their Contractual Obligations, the Pledgee shall, at the request of the Pledgor, release the Equity Pledge hereunder and cooperate with the Pledgor in relation to both the deregistration of the Equity Pledge in the shareholders’ register of the Company and the deregistration of the Equity Pledge with the relevant industry and commerce administration; reasonable costs arising out of such release of Equity Pledge shall be borne by the Pledgee.

4. Disposal of Pledged Equity

4.1 Upon occurrence of or any event that may trigger any Event of Default which becomes known to or should become known to the Pledgor, the Pledgor shall immediately notify the Pledge by written notice. The Parties hereby agree that, upon occurrence of any Event of Default, the Pledgee shall be entitled to exercise, upon written notice to the Pledgor, all of the remedies, rights and powers available to it under PRC Laws, the Transaction Agreements and this Agreement, including without limitation the right to auction or sell the Pledged Equity for prior satisfaction of claims. The Pledgee shall not be held liable for any losses resultant from its reasonable exercise of such rights and powers.

4.2 The Pledgee shall be entitled to appoint, in writing, its counsels or other agents to exercise any and all of its foregoing rights and powers and neither the Pledgor nor the Company shall object thereto.

4.3 The Pledgee shall have the right to fully deduct all reasonable costs incurred by it in connection with its exercise of any or all of its foregoing rights and powers from the proceeds obtained as a result of its such exercise of rights and powers.

4.4 The proceeds obtained as a result of the exercise by the Pledgee of its rights and powers shall be applied in the following order of precedence:

(i) towards payment of all costs arising out of the disposal of the Pledged Equity and the exercise by the Pledgee of its rights and powers (including fees incurred by court proceedings and fees paid to its counsels and agents);

(ii) towards payment of the taxes payable in connection with the disposal of the Pledged Equity; and

(iii) towards repayment of the Secured Indebtedness to the Pledgee;

and any balance after the deduction of the foregoing payments shall either be returned by the Pledgee to the Pledgor or any other person who may be entitled to such balance under relevant laws and regulations or be deposited by the Pledgee with a notary organ of the place of the Pledgee (any costs rising out of such deposit shall be borne by the Pledgee).

4.5 The Pledgee shall have the right to exercise, at its option, concurrently or successively, any of its breach of contract remedies; the Pledgee shall not be required to first exercise other breach of contract remedies prior to exercising its right to auction or sell the Pledged Equity.

5. Costs and Expenses

5.1 Any and all actual costs and expenses arising in connection with the creation of the Equity Pledge hereunder, including without limitation the stamp duty and any other taxes and all legal costs, shall be borne by the Parties severally.

6. Continuing Guarantee and Non-Waiver

6.1 The Equity Pledge created hereunder shall constitute a continuing guarantee and shall remain valid until full performance of the Contractual Obligations or full satisfaction of the Secured Indebtedness. Neither any waiver or grace granted by the Pledgee with respect to any breach of the Pledgor nor any delay of the Pledgee in its exercise of any of its rights under the Transaction Agreements and this Agreement shall affect the right of the Pledgee under this Agreement, relevant PRC Laws and the Transaction Agreements to require at any time thereafter the Pledgor to strictly perform the Transaction Agreements and this Agreement or any right that may be available to the Pledgee as a result of any subsequent breach by the Pledgor of the Transaction Agreements and/or this Agreement.

7. Representations and Warranties by the Pledgor

The Pledgor represents and warrants to the Pledgee that:

7.1 The Pledgor is a PRC citizen with full capacity to act; and have lawful rights and ability to enter into this Agreement and assume legal obligations hereunder. The shareholder meeting of the Company has adopted a resolution according to the Company’s memorandum and articles of association to approve the Pledgor to pledge the equity according to the provisions hereunder

7.2 All reports, documents and information provided by the Pledgor to the Pledgee prior to the effectiveness of this Agreement with respect to matters pertaining to the Pledgor or required by this Agreement are true and correct in all material respects as of the effectiveness of this Agreement;

7.3 All reports, documents and information provided by the Pledgor to the Pledgee subsequent to the effectiveness of this Agreement with respect to matters pertaining to the Pledgor or required by this Agreement are true and valid in all material respects as of the time of provision of the same;

7.4 As of the effectiveness of this Agreement, the Pledgor is the sole lawful owner of the Pledged Equity free from any ongoing dispute as to the ownership thereof; and the Pledgor has the right to dispose of the Pledged Equity or any part thereof;

7.5 Other than the security interest created on the Pledged Equity hereunder and the rights created under the Transaction Agreements, the Pledged Equity is free from any other security interests, third party rights or interests or any other restriction;

7.6 The Pledged Equity may be lawfully pledged and assigned, and the Pledgor has full rights and powers to pledge the Pledged Equity to the Pledgee in accordance with the terms hereof;

7.7 Once duly executed by the Pledgor, this Agreement will constitute lawful, valid and binding obligations of the Pledgor;

7.8 Other than the industry and commerce registration in respect of the Pledge Equity, any consents, permissions, waivers or authorizations by any third party or any approval, license or exemption from or any registration or filing formalities with any governmental body (if required by law), requisite in each case for the execution and performance of this Agreement and the creation of the Equity Pledge hereunder, have been obtained or are being pursued and will remain fully valid during the term of this Agreement;

7.9 The entry into and performance by the Pledgor of this Agreement do not violate or conflict with any law applicable to the Pledgor, any agreement to which the Pledgor is a party or by which he is bound, any court judgments, any arbitral award, or any decision of any administrative authority;

7.10 The pledge hereunder constitutes a first ranking security interest on the Pledged Equity;

7.11 All taxes and costs payable in connection with the securing of the Pledged Equity have been paid in full by the Pledgor;

7.12 There are no pending, or to the knowledge of the Pledgor, threatened, suits, legal proceedings or claims before any court or arbitral tribunal or by any governmental body or administrative authority against the Pledgor or his properties or the Pledged Equity having a material or adverse effect on the financial condition of the Pledgor or his ability to fulfill their obligations and the guarantee liability hereunder;

7.13 The Pledgor hereby warrant to the Pledgee that the foregoing representations and warranties will remain true and correct and fully complied with under all circumstances at any time prior to full performance of the Contractual Obligations or full satisfaction of the Secured Indebtedness.

8. Representations and Warranties by the Company

The Company hereby represents and warrants to the Pledgee that:

8.1 It is a limited liability company duly registered and lawfully existing under PRC Laws with independent legal personality; and has full and independent legal status and capacity to execute and deliver this Agreement and may sue or be sued as an independent party.

8.2 All reports, documents and information provided by it to the Pledgee prior to the effectiveness of this Agreement with respect to matters pertaining to the Pledged Equity or required by this Agreement are true and correct in all material respects as of the effectiveness of this Agreement;

8.3 All reports, documents and information provided by it to the Pledgee subsequent to the effectiveness of this Agreement with respect to matters pertaining to the Pledged Equity or required by this Agreement are true and valid in all material respects as of the time of provision of the same;

8.4 Once duly executed by it, this Agreement will constitute its lawful, valid and binding obligations;

8.5 It has full internal corporate power and authority to execute and deliver this Agreement and all other documents to be executed by it in connection with the transactions contemplated hereunder as well as full power and authority to consummate the transactions contemplated hereunder;

8.6 There are no pending, or to the knowledge of the Company, threatened, suits, legal proceedings or claims before any court or arbitral tribunal or by any governmental body or administrative authority against the Company or its assets (including without limitation the Pledged Equity) having a material or adverse effect on the financial condition of the Company or the ability of the Pledgor to fulfill their obligations and the guarantee liability hereunder;

8.7 The Company hereby agrees to be severally and jointly liable to the Pledgee for the representations and warranties made by the Pledgor under Sections 7.4, 7.5, 7.6, 7.8 and 7.10 hereunder.

8.8 The Company hereby warrants to the Pledgee that the foregoing representations and warranties will remain true and correct and fully complied with under all circumstances at any time prior to full performance of the Contractual Obligations or full satisfaction of the Secured Indebtedness.

9. Undertakings by Pledgor

The Pledgor severally and jointly agrees and undertakes to the Pledgee that:

9.1 Without prior written consent of the Pledgee, the Pledgor will not create or permit to be created any new pledge or any other security interest on the Pledged Equity and any pledge or other security interest created on all or any part of the Pledged Equity without prior written consent of the Pledgee shall be null and void;

9.2 Without prior written notice to and prior written consent from the Pledgee, the Pledgor will not assign the Pledged Equity and all purported assignment of the Pledged Equity by the Pledgor shall be null and void; the proceeds received by the Pledgor from the assignment of the Pledged Equity shall be first applied towards early full repayment to the Pledgee of the Secured Indebtedness or shall be deposited with a third party to be agreed with the Pledgee;

9.3 Should there arise any suit, arbitration or other claims which are likely to have an adverse effect on the Pledgor’s or the Pledgee’s interest under the Transaction Agreements and this Agreement or on the Pledged Equity, the Pledgor undertakes that he will notify the Pledgee in writing of the same as promptly as possible without delay and will, in accordance with the reasonable request of the Pledgee, take all necessary measures to ensure the Pledgee’s rights and interests of pledge in and to the Pledged Equity;

9.4 The Pledgor undertakes to complete the formality to extend the business operation terms three months before the expiry of such terms so as to keep this Agreement effective;

9.5 The Pledgor will not do or permit to be done any act or action likely to have an adverse effect on the interest of the Pledgee under the Transaction Agreements and this Agreement or on the Pledged Equity; the Pledgor waives his preferential right of purchase if and when the Pledgee realizes its rights of pledge and triggers assignment of any Secured Equity, and the Pledgor will take all necessary steps and execute all necessary documents to realize such assignment;

9.6 After the execution of this Agreement, the Pledgor will use his best effort and take all necessary steps to promptly register the Equity Pledge hereunder at the relevant industry and commerce administration. The Pledgor undertakes that he will, in accordance with the reasonable request of the Pledgee, take all steps and execute all documents (including without limitation any supplement hereto) necessary to ensure the Pledgee’s rights and interests of pledge in and to the Pledged Equity as well as the exercise and realization by the Pledgee of its such rights and interests;

9.7 Should the exercise of the rights of pledge hereunder result in an assignment of any Pledged Equity, the Pledgor undertakes that he will take all measures to enable the realization of such assignment;

9.8 The Pledgor undertakes that the convening process of, voting mechanism of and items discussed in the shareholder meeting or board meeting of the Company for the purpose of the execution hereof, the establishment of the pledge and the exercise of such pledge are not in violation of Laws, administrative regulations and the Company’s memorandums and articles of association.

9.9 The Pledgor undertakes to apply for the registration of Equity Pledge with the relevant industry and commerce administration with respect to the Equity Pledge hereunder, as well as, for the purpose of realizing the provisions hereunder, any other formalities as required by applicable Laws and regulations, three (3) business days upon the execution hereof, and provide all necessary assistance to promptly complete such registration and formalities.

10. Undertakings by Company

10.1 The Company will use every effort to assist with the obtaining of any consents, permissions, waivers, authorizations of any third party or any approval, license or exemption from any governmental body or the completion of any registration or filing formalities with any governmental body (if required by law), requisite in each case for the execution and performance of this Agreement and the creation of the Equity Pledge hereunder; and will maintain the same in full force and effect during the term hereof;

10.2 Without prior written consent of the Pledgee, the Company will not assist or permit the Pledgor to create any new pledge or any other security interest on the Pledged Equity;

10.3 Without prior written consent of the Pledgee, the Company will not assist or permit the Pledgor to assign the Pledged Equity;

10.4 Should there arise any suit, arbitration or other claims which are likely to have an adverse effect on the Company, the Pledged Equity or the Pledgee’s interest under the Transaction Agreements and this Agreement, the Company undertakes that it will notify the Pledge in writing of the same as promptly as possible without delay and will, in accordance with the reasonable request of the Pledgee, take all necessary measures to ensure the Pledgee’s pledge rights and interests in and to the Pledged Equity;

10.5 The Company undertakes to complete the formality to extend the business operation terms three months before the expiry of such terms so as to keep this Agreement effective;

10.6 The Company will not do or permit to be done any act or action likely to have an adverse effect on the interest of the Pledgee under the Transaction Agreements and this Agreement or on the Pledged Equity;

10.7 The Pledgor will during the first month of each calendar quarter submit to the Pledgee the financial statements of the Company for the preceding calendar quarter, including without limitation the balance sheet, the income statement and the cashflow statement.

10.8 The Company will, in accordance with the reasonable request of the Pledgee, take all steps and execute all documents (including without limitation any supplement hereto) necessary to ensure the Pledgee’s rights and interests of pledge in and to the Pledged Equity as well as the exercise and realization by the Pledgee of its such rights and interests;

10.9 Should the exercise of the rights of pledge hereunder result in an assignment of any Pledged Equity, the Company undertakes that it will take all measures to enable the realization of such assignment.

10.10 The Company undertakes to assist the Pledgor to apply for the registration of Equity Pledge with the relevant industry and commerce administration with respect to the Equity Pledge hereunder three (3) business days upon the execution hereof, and provide all necessary assistance to promptly complete such registration and formalities.

11. Fundamental Changes of Circumstances

11.1 As a supplementary agreement and without contravening other provisions of the Transaction Agreements and this Agreement, if, at any time, as a result of any promulgation of or amendment to any PRC Laws, regulations or rules, or of any change in the interpretation or application of such laws, regulations or rules, or of any change in relevant registration procedures, the maintaining of the validity of this Agreement and/or the disposal of the Pledged Equity in the manner prescribed hereunder becomes illegal or contravenes such laws, regulations or rules, the Pledgor and the Company shall, on the Pledgee’s written instruction and in accordance with its reasonable request, immediately take any actions and/or execute any agreements or other documents so as to:

(i) maintain the validity of this Agreement;

(ii) facilitate the disposal of the Pledged Equity in the manner prescribed hereunder; and/or

(iii) maintain or realize the security created or purported to be created hereunder.

12. Effectiveness and Term of Agreement

12.1 This Agreement shall become effective upon fulfillment of all the following conditions:

(i) This Agreement has been duly executed by the Parties hereto; and

(ii) The Equity Pledge hereunder has been recorded in the shareholders’ register of the Company in accordance with law.

The Pledgor shall provide the Pledgee with the evidence, in a form satisfactory to the Pledgee, of the aforesaid recording of the Equity Pledge in the shareholders’ register, and, after the effectiveness of this Agreement, as permissible under the PRC Laws, provide the pledge certificate issued by the industry and commerce administration upon the request of the Pledgee and in a form satisfactory to the Pledgee.

12.2 The term of this Agreement shall end when the Contractual Obligations shall have been performed in full or when the Secured Indebtedness shall have been satisfied in full.

13. Notice

13.1 Any notice, request, demand and other correspondences required by or made pursuant to this Agreement shall be made in writing and delivered to the relevant Party.

13.2 Such notice or other correspondences shall be deemed delivered when it is transmitted if transmitted by fax or telex; or upon delivery, if delivered in person; or five (5) days after posting, if delivered by mail.

14. Miscellaneous

14.1 The Pledgor and the Company agree that the Pledgee may, immediately upon notice to the Pledgor and the Company, assign its rights and/or obligations hereunder to any third party; and that without prior written consent of the Pledgee, neither the Pledgor nor the Company may assign their respective rights, obligations or liabilities hereunder to any third party.

14.2 The sum of the Secured Indebtedness determined by the Pledgee in its discretion in connection with its exercise of its rights of pledge with respect to the Pledged Equity in accordance with the terms hereof shall constitute the conclusive evidence for the Secured Indebtedness hereunder.

14.3 This Agreement is made in Chinese in five (5) originals, with each Party holding one (1) copy and one (1) copy is maintained for the application to the industry and commerce administration for registration of Equity Pledge.

14.4 The entry into, effectiveness, interpretation and dispute resolution of this Agreement shall be governed by PRC Laws.

14.5 Dispute resolution:

(i) Any dispute arising out of or in connection with the provisions hereunder shall be settled by the Parties through friendly consultations and shall, in the absence of an agreement being reached by the Parties within thirty (30) days of its occurrence, be brought by either party for arbitration in Shanghai before Shanghai International Economic and Trade Arbitration Commission (“SHIAC”) in accordance with the then current rules of SHIAC by three arbitrators, The claiming party and the responding party may each appoint one arbitrator, and SHIAC appoint the third arbitrator. If the claiming party or the responding party exceeds two persons (either natural person or legal person), such persons shall appoint one arbitrator by written agreement.

(ii) The arbitration award is final and binding upon all parties in the arbitration.

(iii) During the period of dispute resolution, all parties shall continue to perform all other provisions hereunder apart from the provisions under dispute.

(iv) After the arbitration award becomes effective, any party may render the judgment upon the award rendered by the arbitrator to any court having jurisdiction thereof for enforcement.

14.6 No right, power or remedy empowered to any Party by any provision of this Agreement shall preclude any other right, power or remedy enjoyed by such Party in accordance with law or any other provisions hereof and no exercise by a Party of any of its rights, powers and remedies shall preclude its exercise of its other rights, powers and remedies.

14.7 No failure or delay by a Party in exercising any right, power or remedy under this Agreement or laws (“Party’s Rights”) shall result in a waiver of such rights; and no single or partial waiver by a Party of the Party’s Rights shall preclude such Party from exercising such rights in any other way or exercising the remaining part of the Party’s Rights.

14.8 The section headings herein are inserted for convenience of reference only and shall in no event be used in or affect the interpretation of the provisions hereof.

14.9 Each provision contained herein shall be severable and independent of any other provisions hereof, and if at any time any one or more provisions hereof become invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not be affected thereby.

14.10 This Agreement supersedes any other legal document previously executed by the Parties for the same nature. Any amendments or supplements to this Agreement shall be made in writing and except where the Pledgee assigns its rights hereunder in accordance with Section 14.1, such amendments or supplements shall take effect only when properly signed by the Parties hereto.

14.11 This Agreement shall be binding upon the legal assignees or successors of the Parties. Any successor or permitted assignees (if applicable) of the Pledgor and the Company shall continue to perform the respective obligations of the Pledgor and the Company hereunder. The Pledgor guarantees to Pledgee that he has made proper arrangements and executed all necessary documents to ensure that, in case of its death, disability, bankruptcy, divorce or other circumstances which may affect its exercise of equity interest, such shareholder’s successor, custodian, creditor, spouse or the like who may obtain the Company’s equity interest or relevant rights will not influence to hinder the performance of this Agreement.

14.12 Concurrently with the execution of this Agreement, the Pledgor shall each execute a power of attorney (“POA”) entrusting any nominee of the Pledgee to execute on its behalf in accordance with this Agreement any and all legal documents as may be required in order for the Pledgee to exercise its rights hereunder. Such POAs shall be submitted to the Pledgee for custody and may be presented by the Pledgee to relevant governmental authorities whenever necessary.

[THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

[EXECUTION PAGE TO SHARE PLEDGE AGREEMENT]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed at the place and as of the date first above written.

Pledgor:

Qingyu Zhang

Signature by: /s/ Qingyu Zhang

Pledgee:

Shanghai Baozun E-Commerce Limited

Seal: /s/ Shanghai Baozun E-Commerce Limited

By:	/s/ Wenbin Qiu
Name:	Wenbin Qiu
Title:

The Company:

Shanghai Zunyi Business Consulting Ltd.

Seal: /s/ Shanghai Zunyi Business Consulting Ltd.
By:	/s/ Wenbin Qiu
Name:	Wenbin Qiu
Title:

SCHEDULE 1

BASIC INFORMATION OF THE COMPANY

Company Name: Shanghai Zunyi Business Consulting Ltd.

Registered Address: Room 212, Building No. 7, No. 8 and No. 11, No. 1188 Wanrong Road Zhabei District, Shanghai

Registered Capital: RMB1.0 Million

Legal representative: Wenbin Qiu

Shareholding

Shareholder Name	Amount of Capital Contribution		Shareholding Percentage			Form of Contribution
Wenbin Qiu		RMB800,000		80	%		Cash
Qingyu Zhang		RMB200,000		20	%		Cash
Total		RMB1,000,000		100	%		/

SCHEDULE 2

FORM OF POWER OF ATTORNEY

I,                             , hereby irrevocably appoint                  (ID No.:                             ), to act as my attorney in fact to execute all legal documents necessary or desirable for the exercise by Shanghai Baozun E-Commerce Limited of its rights under the Equity Pledge Agreement for Shanghai Zunyi Business Consulting Ltd. by and among Shanghai Baozun E-Commerce Limited, myself and Shanghai Zunyi Business Consulting Ltd.

By:

Date:

EX-21.1

Exhibit 21.1

List of Subsidiaries

of

Baozun Inc.

(the “Registrant”)

Beneficially Owned Subsidiaries

	Name of Company	Jurisdiction of Incorporation	Percentage of Attributable Equity Interests
1.	Shanghai Baozun E-Commerce Limited	PRC	100%
2.	Baozun Hong Kong Holding Limited	Hong Kong	100%
3.	Shanghai Bodao E-commerce Limited	PRC	100%
4.	Hangzhou Dianzhen E-commerce Limited	PRC	100%
5.	Shanghai Yingsai Advertisement Limited	PRC	100%
6.	Shanghai Fengbo E-commerce Limited	PRC	100%
7.	Shanghai Fenghe Software Technology Limited	PRC	100%
8.	Shanghai Fengyi E-commerce Limited	PRC	100%
9.	Shanghai Fengjin E-commerce Limited	PRC	100%
10.	Shanghai Fenghu E-commerce Limited	PRC	100%
11.	Baozun Hongkong Limited	Hong Kong	100%
12.	Taiwan Baozun Online Sales Limited	Taiwan	100%
13.	Car Care Holdings Limited	Cayman Islands	100%

Affiliated Entities Consolidated in the Registrant’s Financial Statement

	Name of Company	Jurisdiction of Incorporation
1.	Shanghai Zunyi Business Consulting Ltd	PRC

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form F-1 of our report dated March 5, 2015 relating to the consolidated financial statements and financial statement schedule of Baozun Inc., formerly named Baozun Cayman Inc., its subsidiaries and variable interest entity (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the translation of Renminbi amounts into United States dollar amounts) appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to us under the headings “Selected Consolidated Financial and Other Data” and “Experts” in such Prospectus.

/s/ Deloitte Touche Tohmatsu Certified Public Accountants LLP

April 17, 2015

EX-23.3

Exhibit 23.3

	26th Floor, Two ifc 8 Century Boulevard Shanghai 200120 People’s Republic of China Tel: +86.21.6101.6000 Fax: +86.21.6101.6001 www.lw.com FIRM / AFFILIATE OFFICES
April 17, 2015 Baozun Inc. Building No. H, No. 1188 Wanrong Road Zhabei District, Shanghai 200436 The People’s Republic of China	Abu Dhabi Barcelona Beijing Boston Brussels Century City Chicago Doha Dubai Düsseldorf Frankfurt Hamburg Hong Kong Houston London Los Angeles Madrid	Milan Moscow Munich New Jersey New York Orange County Paris Riyadh Rome San Diego San Francisco Shanghai Silicon Valley Singapore Tokyo Washington, D.C.

Re: Registration Statement on Form F-1

Ladies and Gentlemen:

We hereby consent to the use of our name under the caption “Legal Matters” in the Registration Statement on Form F-1 as originally filed by Baozun Inc. on April 17, 2015 with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”). In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act, or the rules or regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ LATHAM & WATKINS LLP

EX-99.1

Exhibit 99.1

Baozun Inc. is dedicated to conducting its business consistent with the highest standards of business ethics. We have an obligation to our employees, shareholders, customers, suppliers, community representatives and other business contacts to be honest, fair and forthright in all of our business activities. The guidelines set out in this Code of Business Conduct and Ethics (the “Code”) are to be followed at all levels of this organization by our directors, officers and employees. We rely on them to uphold our core values and conduct our business honestly, fairly and with integrity.

CODE OF BUSINESS CONDUCT AND ETHICS

(Adopted as of April 17, 2015)

I. INTRODUCTION

(a) Purpose

This Code contains general guidelines for conducting the business of Baozun Inc. and its subsidiaries and affiliates (which, unless the context otherwise requires, are collectively referred to as the “Company” in this Code) consistent with the highest standards of business ethics. To the extent this Code requires a higher standard than required by commercial practice or applicable laws, rules or regulations, we adhere to these higher standards.

This Code applies to all of the directors, officers and employees of the Company. We refer to all persons covered by this Code as “Company employees” or simply “employees.” We also refer to our Chief Executive Officer, Chief Financial Officer and our controller as our “principal financial officers.”

(b) Seeking Help and Information

This Code is not intended to be a comprehensive rulebook and cannot address every situation that you may face. If you feel uncomfortable about a situation or have any doubts about whether it is consistent with the Company’s ethical standards, seek help. We encourage you to contact your supervisor for help first. If your supervisor cannot answer your question or if you do not feel comfortable contacting your supervisor, contact the Compliance Officer of the Company (the “Compliance Officer”). The Company has designated Mr. Lei Zhong to serve as the Compliance Officer. You may remain anonymous and will not be required to reveal your identity in your communication to the Company, although providing your identity may assist the Company in addressing your questions or concerns.

(c) Reporting Violations of the Code

All employees have a duty to report any known or suspected violation of this Code, including any violation of the laws, rules, regulations or policies that apply to the Company. If you know of or suspect a violation of this Code, immediately report the conduct to your supervisor. Your supervisor will contact the Compliance Officer, who will work with you and your supervisor to investigate your concern. If you do not feel comfortable reporting the conduct to your supervisor or you do not get a satisfactory response, you may contact the Compliance Officer directly. Employees making a report need not leave their name or other personal information and reasonable efforts will be used to conduct the investigation that follows from the report in a manner that protects the confidentiality and anonymity of the employee submitting the report. You may remain anonymous, although providing your identity may assist the Company in investigating your concern. All reports of known or suspected violations of the law or this Code will be handled sensitively and with discretion. Your supervisor, the Compliance Officer and the Company will protect your confidentiality to the extent possible, consistent with law and the Company’s need to investigate your concern.

It is Company policy that any employee who violates this Code will be dealt with in accordance with the Company’s disciplinary policy up to and including termination of employment. This determination will be based upon the facts and circumstances of each particular situation. An employee accused of violating this Code will be given an opportunity to present his or her version of the events at issue prior to any determination of appropriate discipline. Employees who violate the law or this Code may expose themselves to substantial civil damages, criminal fines and prison terms. The Company may also face substantial fines and penalties and may incur damage to its reputation and standing in the community. Your conduct as a representative of the Company, if it does not comply with the law or with this Code, can result in serious consequences for both you and the Company.

(d) Policy Against Retaliation

The Company prohibits retaliation against an employee who, in good faith, seeks help or reports known or suspected violations. Any reprisal or retaliation against an employee because the employee, in good faith, sought help or filed a report will be subject to disciplinary action, including potential termination of employment.

(e) Waivers of the Code

Waivers of this Code for employees may be made only by an executive officer of the Company. Any waiver of this Code for our directors, executive officers or other principal financial officers may be made only by our Board or the appropriate committee of our Board and will be disclosed to the public as required by law or the rules of the NASDAQ Stock Market.

II. CONFLICTS OF INTEREST

(a) Identifying Potential Conflicts of Interest

A conflict of interest can occur when an employee’s private interest interferes, or appears to interfere, with the interests of the Company as a whole. You should avoid any private interest that influences your ability to act in the interests of the Company or that makes it difficult to perform your work objectively and effectively.

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Identifying potential conflicts of interest may not always be clear-cut. The following situations are examples of conflicts of interest:

• Outside Employment. No employee should be employed by, serve as a director of, or provide any services to a company that is a material customer, supplier or competitor of the Company.

• Improper Personal Benefits. No employee should obtain any material (as to the employee) personal benefits or favors because of his or her position with the Company. Please see “Gifts and Entertainment” below for additional guidelines in this area.

• Financial Interests. No employee should have a significant financial interest (ownership or otherwise) in any company that is a material customer, supplier or competitor of the Company. A “significant financial interest” means (i) ownership of greater than 1% of the equity of a material customer, supplier or competitor or (ii) an investment in a material customer, supplier or competitor that represents more than 5% of the total assets of the employee.

• Loans or Other Financial Transactions. No employee should obtain loans or guarantees of personal obligations from, or enter into any other personal financial transaction with any company that is a material customer, supplier or competitor of the Company. This guideline does not prohibit arms-length transactions with banks, brokerage firms or other financial institutions.

• Service on Boards and Committees. No employee should serve on a board of directors or trustees or on a committee of any entity (whether profit or not-for-profit) whose interests reasonably would be expected to conflict with those of the Company. Employees must obtain prior approval from the Board before accepting any such board or committee position.

• Actions of Family Members. The actions of family members outside the workplace may also give rise to the conflicts of interest described above because they may influence an employee’s objectivity in making decisions on behalf of the Company. For purposes of this Code, “family members” include your spouse or life-partner, brothers, sisters and parents, in-laws and children whether such relationships are by blood or adoption.

If you are uncertain whether a particular company is a material customer, supplier or competitor, please contact the Compliance Officer for assistance.

(b) Disclosure of Conflicts of Interest

The Company requires that employees disclose any situations that reasonably would be expected to give rise to a conflict of interest. If you suspect that you have a conflict of interest, or something that others could reasonably perceive as a conflict of interest, you must report it to your supervisor or the Compliance Officer. Your supervisor and the Compliance Officer will work with you to determine whether you have a conflict of interest and, if so, how best to address it. Although conflicts of interest are not automatically prohibited, they are not desirable and may only be waived as described in “Waivers of the Code” above.

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III. CORPORATE OPPORTUNITIES

As an employee of the Company, you have an obligation to advance the Company’s interests when the opportunity to do so arises. If you discover or are presented with a business opportunity through the use of corporate property or information, or because of your position with the Company, you should first present the business opportunity to the Company before pursuing the opportunity in your individual capacity. No employee may use corporate property or information, or his or her position with the Company, for personal gain or should compete with the Company.

You should disclose to your supervisor the terms and conditions of each business opportunity covered by this Code that you wish to pursue. Your supervisor will contact the Compliance Officer and the appropriate management personnel to determine whether the Company wishes to pursue the business opportunity. If the Company waives its right to pursue the business opportunity, you may pursue the business opportunity on the same terms and conditions as originally proposed and consistent with the other ethical guidelines set forth in this Code.

IV. CONFIDENTIAL INFORMATION

Employees have access to a variety of confidential information while employed at the Company. Confidential information includes all non-public information that might be of use to competitors, or, if disclosed, harmful to the Company or its customers. Every employee has a duty to respect and safeguard the confidential information of the Company or third parties with which the Company conducts business, except when disclosure is authorized or legally mandated. Confidential information includes information that Company obtains from a third party under a contractual obligation of confidentiality. An employee’s obligation to protect confidential information continues after he or she leaves the Company. Unauthorized disclosure of confidential information could cause competitive harm to the Company or its customers and could result in legal liability to you and the Company.

Any questions or concerns regarding whether disclosure of Company information is legally mandated should be referred promptly to the Compliance Officer.

Care must be taken to safeguard and protect confidential information. Accordingly, the following measures should be adhered to:

• The Company’s employees should conduct their business and social activities so as not to risk inadvertent disclosure of confidential information. For example, when not in use, confidential information should be secretly stored. Also, review of confidential documents or discussion of confidential subjects in public places (e.g., airplanes, trains, taxis, buses, etc.) should be conducted so as to prevent overhearing or other access by unauthorized persons.

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• Within the Company’s offices, confidential matters should not be discussed within hearing range of visitors or others not working on such matters.

• Confidential matters should not be discussed with other employees not working on such matters or with friends or relatives, including those living in the same household as a Company employee.

• Company employees are only to access, use and disclose confidential information that is necessary for them to have in the course of performing their duties. They are not to disclose confidential information to other employees or contractors at the Company unless it is necessary for those employees or contractors to have such confidential information in the course of their duties.

V. COMPETITION AND FAIR DEALING

All employees are obligated to deal fairly with fellow employees and with the Company’s customers, suppliers and competitors. Employees should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.

(a) Relationships with Customers

Our business success depends upon our ability to foster lasting customer relationships. The Company is committed to dealing with customers fairly, honestly and with integrity. Specifically, you should keep the following guidelines in mind when dealing with customers:

• Information we supply to customers should be accurate and complete to the best of our knowledge. Employees should not deliberately misrepresent information to customers.

• Customer entertainment should not exceed reasonable and customary business practice. Employees should not provide entertainment or other benefits that could be viewed as an inducement to or a reward for customer purchase decisions.

• Please see “Gifts and Entertainment” below for additional guidelines in this area.

(b) Relationships with Suppliers

The Company deals fairly and honestly with its suppliers. This means that our relationships with suppliers are based on price, quality, service and reputation, among other factors. Employees dealing with suppliers should carefully guard their objectivity. Specifically, no employee should accept or solicit any personal benefit from a supplier or potential supplier that might compromise, or appear to compromise, their objective assessment of the supplier’s products and prices. Employees can give or accept promotional items of nominal value or moderately scaled entertainment within the limits of responsible and customary business practice. Please see “Gifts and Entertainment” below for additional guidelines in this area.

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(c) Relationships with Competitors

The Company is committed to free and open competition in the marketplace. Employees should avoid actions that would be contrary to laws governing competitive practices in the marketplace, including antitrust laws. Such actions include misappropriation and/or misuse of a competitor’s confidential information, making false statements about the competitor’s business and business practices or colluding with competitors to determine prices or competitive conduct.

VI. PROTECTION AND USE OF COMPANY ASSETS

Employees should protect the Company’s assets and ensure their efficient use for legitimate business purposes only. Theft, carelessness and waste have a direct impact on the Company’s profitability and are prohibited. The use of Company funds or assets, whether or not for personal gain, for any unlawful or improper purpose is prohibited.

To ensure the protection and proper use of the Company’s assets, each employee should:

• Exercise reasonable care to prevent theft, damage or misuse of Company property.

• Report the actual or suspected theft, damage or misuse of Company property to a supervisor.

• Use the Company’s telephone system, other electronic communication services, written materials and other property primarily for business-related purposes.

• Safeguard all electronic programs, data, communications and written materials from inadvertent access by others.

• Use Company property only for legitimate business purposes, as authorized in connection with your job responsibilities.

Employees should be aware that Company property includes all data and communications transmitted or received to or by, or contained in, the Company’s electronic or telephonic systems. Company property also includes all written communications. Employees and other users of Company property should have no expectation of privacy with respect to these communications and data. To the extent permitted by law, the Company has the ability, and reserves the right, to monitor all electronic and telephonic communications. These communications may also be subject to disclosure to law enforcement or government officials. The interception, recording and monitoring of communications is intended to protect the Company’s business interests, for example, for the purposes of quality control, security of the Company information technology or communication systems, protection of the Company’s confidential information and legitimate business interests, record-keeping and evidential requirements, detection and prevention of criminal activity or misconduct and to assist the Company to comply with relevant legal requirements.

Employees should be aware that all communications, data, records and files stored on the Company’s information technology or communication systems or on the Company’s premises may be used as evidence in disciplinary or legal proceedings against employees.

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VII. GIFTS AND ENTERTAINMENT

The giving and receiving of gifts is a common business practice. Appropriate business gifts and entertainment are welcome courtesies designed to build relationships and understanding among business partners. However, gifts and entertainment should not compromise, or appear to compromise, your ability to make objective and fair business decisions.

It is your responsibility to use good judgment in this area. As a general rule, you may give or receive gifts or entertainment to or from customers or suppliers only if the gift or entertainment would not be viewed as an inducement to or reward for any particular business decision. All gifts and entertainment expenses should be properly accounted for on expense reports. The following specific examples may be helpful:

• Meals and Entertainment. You may occasionally accept or give meals, refreshments or other entertainment if:

• The items are of reasonable and proportionate value;

• The primary purpose of the meeting or attendance at the event is business related; and

• The expenses would be paid by the Company as a reasonable business expense if not paid for by another party.

Entertainment of reasonable value may include food and tickets for sporting and cultural events if they are generally offered to other customers, suppliers or vendors.

• Advertising and Promotional Materials. You may occasionally accept or give advertising or promotional materials of nominal value.

• Personal Gifts. You may accept or give personal gifts of reasonable value that are related to recognized special occasions such as a graduation, promotion, new job, wedding, retirement or holiday. A gift is also acceptable if it is based on a family or personal relationship and unrelated to the business involved between the individuals.

• Gifts Rewarding Service or Accomplishment. You may accept a gift from a civic, charitable or religious organization specifically related to your service or accomplishment.

You must be particularly careful that gifts and entertainment are not construed as bribes, kickbacks or other improper payments. See “Bribes and Other Improper Payments” below for a more detailed discussion of our policies regarding giving or receiving gifts related to business transactions.

Employees must also adhere to the Company’s travel and expenses policy, which is available from the finance and human resources departments.

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You should make every effort to refuse or return a gift that is beyond these permissible guidelines. If it would be inappropriate to refuse a gift or you are unable to return a gift, you should promptly report the gift to your supervisor. Your supervisor will bring the gift to the attention of the Compliance Officer who may require you to donate the gift to an appropriate community organization. If you have any questions about whether it is permissible to accept a gift or something else of value, contact your supervisor or the Compliance Officer for additional guidance.

All travel expenses incurred during visiting a client, whether the location is the client’s site, a client event or elsewhere, should be paid for by the travelling employee and not the client. Travel expenses include, but are not limited to, flights, taxis and hotel accommodations. All claims for travel expenses must comply fully with the Company’s travel and expenses policy.

VIII. COMPANY RECORDS

Accurate and reliable records are crucial to our business. Our records are the basis of our earnings statements, financial reports and other disclosures to the public and guide our business decision-making and strategic planning. Company records include booking information, payroll, timecards, travel and expense reports, e-mails, accounting and financial data, measurement and performance records, electronic data files and all other records maintained in the ordinary course of our business.

All Company records must be complete, accurate and reliable in all material respects. Undisclosed or unrecorded funds, payments or receipts are inconsistent with our business practices and are prohibited. You are responsible for understanding and complying with our record keeping policy. Ask your supervisor if you have any questions.

IX. ACCURACY OF FINANCIAL REPORTS AND OTHER PUBLIC COMMUNICATIONS

As a public company we are subject to various securities laws, regulations and reporting obligations. These laws, regulations and obligations and our policies require the disclosure of accurate and complete information regarding the Company’s business, financial condition and results of operations. Inaccurate, incomplete or untimely reporting will not be tolerated and can severely damage the Company and result in legal liability.

The Company’s principal financial officers and other employees working in the Company’s finance department have a special responsibility to ensure that all of our financial disclosures are full, fair, accurate, timely and understandable. These employees must understand and strictly comply with applicable accounting principles and all standards, laws and regulations for accounting and financial reporting of transactions, estimates and forecasts.

In addition, U.S. federal securities law requires the Company to maintain proper internal books and records and to devise and maintain an adequate system of internal accounting controls. The SEC has supplemented the statutory requirements by adopting rules that prohibit (i) any person from falsifying records or accounts subject to the above requirements and (ii) officers or directors from making any materially false, misleading, or incomplete statement to an accountant in connection with an audit or any filing with the SEC. These provisions reflect the SEC’s intent to discourage officers, directors, and other persons with access to the Company’s books and records from taking action that might result in the communication of materially misleading financial information to the investing public.

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X. COMPLIANCE WITH LAWS AND REGULATIONS

Each employee has an obligation to comply with all laws, rules and regulations applicable to the Company’s operations. These include laws covering bribery and kickbacks, copyrights, trademarks and trade secrets, information privacy, insider trading, illegal political contributions, antitrust prohibitions, foreign corrupt practices, offering or receiving gratuities, national and international sanctions, anti-boycott, currency controls, environmental hazards, employment discrimination or harassment, occupational health and safety, false or misleading financial information or misuse of corporate assets. You are expected to understand and comply with all laws, rules and regulations that apply to your job position. If any doubt exists about whether a course of action is lawful, you should seek advice from your supervisor or the Compliance Officer.

XI. COMPLIANCE WITH INSIDER TRADING LAWS

Company employees are prohibited from trading in the stock or other securities of the Company while in possession of material, nonpublic information about the Company. In addition, Company employees are prohibited from recommending, “tipping” or suggesting that anyone else buy or sell stock or other securities of the Company on the basis of material, nonpublic information. Company employees who obtain material nonpublic information about another company in the course of their employment are prohibited from trading in the stock or securities of the other company while in possession of such information or “tipping” others to trade on the basis of such information. Violation of insider trading laws can result in severe fines and criminal penalties, as well as disciplinary action by the Company, up to and including termination of employment. You are required to read carefully and observe our Statement on Insider Trading Policy. Please inform your supervisor or the Compliance Officer if you do not have a copy of our Statement on Insider Trading Policy.

The laws against insider trading are specific and complex. Any questions about information you may possess or about any dealings you have had in the Company’s securities should be promptly brought to the attention of the Compliance Officer.

XII. PUBLIC COMMUNICATIONS AND PREVENTION OF SELECTIVE DISCLOSURE

(a) Public Communications Generally

The Company places a high value on its credibility and reputation in the community. What is written or said about the Company in the news media and investment community directly impacts our reputation, positively or negatively. Our policy is to provide timely, accurate and complete information in response to public requests (media, analysts, etc.), consistent with our obligations to maintain the confidentiality of competitive and proprietary information and to prevent selective disclosure of market-sensitive financial data. To ensure compliance with this policy, all news media or other public requests for information regarding the Company should be directed to Mr. Nicolas Zurstrassen, Senior Vice President of Marketing. The Company’s marketing department will work with you and the appropriate personnel to evaluate and coordinate a response to the request.

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(b) Prevention of Selective Disclosure

Preventing selective disclosure is necessary to comply with United States and other jurisdictions’ securities laws and to preserve the reputation and integrity of the Company as well as that of all persons affiliated with it. “Selective disclosure” occurs when any person provides information that could potentially affect the market for the Company’s securities to selected persons before the news is available to the investing public generally.

The following guidelines have been established to avoid selective disclosure. Every employee is required to follow these procedures:

• All contact by the Company with investment analysts, the press and/or members of the media shall be made through the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Corporate Finance and Investor Relations Director or the Director of Marketing and Communications or persons designated by them (collectively, the “Media Contacts”).

• Other than the Media Contacts, no officer, director or employee shall provide any information regarding the Company or its business to any investment analyst or member of the press or media.

• All inquiries from third parties, such as industry analysts or members of the media, about the Company or its business should be directed to the Public Relations Department. All presentations to the investment community regarding the Company will be made under the direction of a Media Contact.

• Other than the Media Contacts, any employee who is asked a question regarding the Company or its business by a member of the press or media shall respond with “No comment” and forward the inquiry to the Public Relations Department.

These procedures do not apply to the routine process of making previously released information regarding the Company available upon inquiries made by investors, investment analysts and members of the media.

Please contact the Compliance Officer if you have any questions about the scope or application of the Company’s policies regarding selective disclosure.

XIII. BRIBES AND OTHER IMPROPER PAYMENTS

A bribe or other improper payment is not an acceptable way of doing business and exposes both the Company and you to criminal and civil liability under anti-bribery laws. While all forms of commercial and public bribery are prohibited, particular care must be taken to avoid actual or perceived bribery in your dealings with government officials, including employees of government-owned enterprises. We are subject to a variety of local and international anti-bribery laws, including the U.S. Foreign Corrupt Practices Act (“FCPA”) and the Hong Kong Prevention of Bribery Ordinance (Cap. 201) (the “Bribery Ordinance”). The FCPA and the Bribery Ordinance impose criminal or civil penalties for offering, paying, promising to pay, or authorizing the payment of money or anything else of value to a foreign government official, whether directly or through an agent or other intermediary, for the purpose of influencing an act or decision or securing an improper advantage, including “facilitation” payments and even if customary in a particular jurisdiction.

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Improper payments are distinct from the reasonable, limited expenditures for gifts and entertainment discussed above. If any employee, officer or director has a question about whether any particular expense should be viewed as a permissible gift or entertainment expense or an impermissible bribe, he or she should refer that question to the Compliance Officer. In addition to the severe fines and criminal penalties that may result from violation of anti-bribery laws, the Company may take disciplinary action in accordance with the disciplinary policy with respect to an employee who violates anti-bribery laws, up to and including termination of employment.

XIV. CONCLUSION

This Code of Business Conduct and Ethics contains general guidelines for conducting the business of the Company consistent with the highest standards of business ethics. If you have any questions about these guidelines, please contact your supervisor or the Compliance Officer. We expect all directors, officers and employees of the Company to adhere to these standards.

This Code of Business Conduct and Ethics is intended to qualify as a “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder. This Code and the matters contained herein are neither a contract of employment nor a guarantee of continuing Company policy. We reserve the right to amend, supplement or discontinue this Code and the matters addressed herein, without prior notice, at any time.

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EX-99.2

Exhibit 99.2

To: Baozun Inc.

April 17, 2015

Re: Legal Opinion on Certain PRC Law Matters

Dear Sirs,

We are lawyers qualified in the People’s Republic of China (the “PRC”, which, for the purpose of this opinion, does not include the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan) and are qualified to issue an opinion on PRC Laws (as defined below).

We are acting as PRC legal counsel to Baozun Inc. (the “Company”), formerly known as Baozun Cayman Inc., solely in connection with (A) the Company’s registration statement on Form F-1, including all amendments or supplements thereto (the “Registration Statement”), filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) under the U.S. Securities Act of 1933, as amended, relating to the initial public offering (the “Offering”) by the Company of a certain number of the Company’s American depositary shares (the “ADSs”), each representing a certain number of ordinary share of par value US$0.0001 per share of the Company, and (B) the proposed issuance and sale of the Company’s ADSs and the proposed listing and trading of the Company’s ADSs on the NASDAQ Global Market.

As used in this opinion, (A) “PRC Authorities” means any national, provincial or local governmental, regulatory or administrative authority, agency or commission in the PRC, or any court, tribunal or any other judicial or arbitral body in the PRC; (B) “PRC Laws” means all laws, statutes, regulations, orders, decrees, notices, circulars, judicial interpretations and other legislations of the PRC effective and available to the public as of the date hereof; (C) “Governmental Authorizations” means all approvals, consents, certificates, authorizations, filings, registrations, exemptions, permissions, annual inspections, qualifications, permits and licenses required by any PRC Authorities pursuant to any applicable PRC Laws; (D) “WFOE” means Shanghai Baozun E-commerce Limited; (E) “VIE Entity” means Shanghai Zunyi Business Consulting Ltd.; (F) the “New M&A Rules” means the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, which was issued by six PRC regulatory agencies, namely, the Ministry of Commerce, the State-owned Assets Supervision and Administration Commission, the State Administration for Taxation, the State Administration for Industry and Commerce, the China Securities Regulatory Commission (the “CSRC”) and the State Administration of Foreign Exchange, on August 8, 2006 and became effective on September 8, 2006, as amended by the Ministry of Commerce on June 22, 2009. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to them in the Registration Statement.

In so acting, we have examined the originals or copies, certified or otherwise identified to our satisfaction, provided to us by the Company, the WFOE and the VIE Entity and such other documents, corporate records, certificates, Governmental Authorizations and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion, including, without limitation, originals or copies of the agreements listed in Appendix A hereof (the “VIE Agreements”) and the certificates issued by the PRC Authorities and officers of the Company, the WFOE and the VIE Entity (collectively, the “Documents”).

In reviewing the Documents and for the purpose of this opinion, we have assumed without further inquiry or investigation:

(1) the genuineness of all the signatures, seals and chops;

(2) the authenticity of the Documents submitted to us as originals and the conformity with the originals of the Documents provided to us as copies and the authenticity of such originals;

(3) the truthfulness, accuracy, completeness and fairness of all the Documents, as well as the factual statements contained in such Documents;

(4) that the Documents provided to us remain in full force and effect up to the date of this opinion and have not been revoked, amended, varied or supplemented except as otherwise indicated in such Documents;

(5) that all information (including factual statements) provided to us by the Company, the WFOE and the VIE Entity in response to our enquiries for the purpose of this opinion is true, accurate, complete and not misleading, and that the Company, the WFOE and the VIE Entity have not withheld anything that, if disclosed to us, would reasonably cause us to alter this opinion in whole or in part;

(6) that all parties other than the WFOE and the VIE Entity have the requisite power and authority to enter into, execute, deliver and perform the Documents to which they are parties;

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(7) that all parties other than the WFOE and the VIE Entity have duly executed, delivered and performed the Documents to which they are parties, and all parties will duly perform their obligations under the Documents to which they are parties;

(8) that all Governmental Authorizations and other official statement or documentation are obtained from competent PRC Authorities by lawful means in due course;

(9) that all the Documents are legal, valid, binding and enforceable under all such laws as govern or relate to them other than PRC Laws; and

(10) that no issuance and sale of the ADSs have been or will be made directly or indirectly within the PRC in accordance with the Underwriting Agreement and each of the Underwriting Agreement and the Deposit Agreement is not executed in the PRC.

I. Opinions

Based on the foregoing and subject to the disclosures contained in the Registration Statement and the qualifications set out below, we are of the opinion that, as of the date hereof, so far as PRC Laws are concerned:

(i) Based on our understanding of the current PRC Laws (a) the ownership structures of the WFOE and the VIE Entity, both currently and immediately after giving effect to the Offering, do not violate any applicable PRC Laws; and (b) each of the VIE Agreements is valid, binding and enforceable in accordance with its terms and applicable PRC Laws, and do not violate applicable PRC Laws. However, there are substantial uncertainties regarding the interpretation and application of PRC Laws and future PRC laws and regulations, and there can be no assurance that the PRC Authorities will take a view that is not contrary to or otherwise different from our opinion stated above.

(ii) The New M&A Rules, among other things, purport to require that an offshore special purpose vehicle controlled directly or indirectly by PRC companies or individuals and formed for purposes of overseas listing through acquisition of PRC domestic interests held by such PRC companies or individuals obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. The CSRC has not issued any definitive rules or interpretations concerning whether offerings such as the Offering are subject to the CSRC approval procedures under the New M&A Rules. Based on our understanding of the PRC Laws (including the New M&A Rules), a prior approval from the CSRC is not required under the New M&A Rules for the Offering because (i) when the Company was being set up, the WFOE was a then existing foreign-invested entity and not a PRC domestic company as defined under the New M&A Rules, and the acquisition by Baozun Hong Kong Holding Limited of all the equity interest in the WFOE was not subject to the New M&A Rules; and (ii) there is no statutory provision that clearly classifies the contractual arrangement among the WFOE and the VIE Entity and its shareholders under the VIE Agreements as transactions regulated by the New M&A Rules. However, uncertainties still exist as to how the New M&A Rules will be interpreted and implemented and our opinion stated above is subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the New M&A Rules.

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(iii) The summary of the contractual arrangements under the heading “Corporate History and Structure — Contractual Arrangements with Shanghai Zunyi and its Shareholders”, to the extent that it constitutes matters of PRC Laws, are correct and accurate in all material aspects, and nothing has been omitted from such statements which would make the same misleading in any material aspect.

(iv) The statements made in the Registration Statement under the heading “Taxation — People’s Republic of China Taxation,” to the extent that the discussion states definitive legal conclusions under PRC tax laws and regulations, subject to the qualifications therein, constitute our opinion on such matters.

II. Qualifications

This opinion is subject to the following qualifications:

(a) This opinion is subject to, in so far as it relates to the validity and enforceability of a contract, (i) any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting creditors’ rights generally, (ii) possible judicial, arbitral or administrative actions or any PRC Laws affecting creditors’ rights, (iii) certain equitable, legal or statutory principles affecting the validity and enforceability of contractual rights generally under concepts of public interest, interests of the state, national security, reasonableness, good faith and fair dealing, and applicable statutes of limitation; (iv) any circumstance in connection with formulation, execution or implementation of any legal documents that would be deemed materially mistaken, clearly unconscionable, fraudulent or coercionary at the conclusions thereof; and (v) judicial or arbitral discretion with respect to the availability of indemnifications, remedies or defenses, the calculation of damages, the entitlement to attorney’s fees and other costs, and the waiver of immunity from jurisdiction of any court or from legal process.

(b) This opinion is subject to the discretion of any competent PRC legislative, administrative, judicial or arbitral bodies in exercising their authority in the PRC.

(c) This opinion relates only to PRC Laws and we express no opinion as to any laws other than PRC Laws.

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(d) No independent search, investigation or other verification action has been conducted by us with the PRC Authorities for the purpose of issuing this opinion.

(e) As used in this opinion, the term “enforceable” or “enforceability” means that the obligations assumed by the relevant obligors under the relevant documents are a type, which the courts of the PRC may enforce. It does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their respective terms and/or additional terms that may be imposed by the courts.

PRC Laws as used in this opinion refers to PRC Laws currently in force as of the date of this opinion and there is no guarantee that any of such PRC Laws will not be changed, amended or revoked in the immediate future or in the longer term with or without retroactive effect.

This opinion is intended to be used in the context which is specifically referred to herein and each paragraph should be looked at as a whole and no part should be extracted and referred to independently.

This opinion is delivered by us in our capacity as the Company’s PRC legal advisers solely for the purpose of and in connection with the Registration Statement publicly submitted to the SEC on the date of this opinion and may not be used for any other purpose without our prior written consent.

We hereby consent to the use of this opinion in, and the filing hereof as an exhibit to, the Registration Statement, and to the use of our firm’s name under the captions “Risk Factors”, “Enforceability of Civil Liabilities”, “Corporate History and Structure”, “Regulation” and “Legal Matters” in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the regulations promulgated thereunder.

Yours sincerely,

/s/ Fangda Partners

Fangda Partners, PRC Lawyers

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Appendix A List of VIE Agreements

(1) Exclusive Technology Service Agreement between the VIE Entity and the WFOE dated April 1, 2014;

(2) Voting Rights Proxy Agreement among the WFOE, the VIE Entity and the shareholders of the VIE Entity dated July 28, 2014;

(3) Exclusive Call Option Agreement among the WFOE, the VIE Entity and the shareholders of the VIE Entity dated April 1, 2014; and

(4) Equity Interest Pledge Agreements among the WFOE, the VIE Entity and each of the shareholders of the VIE Entity dated July 28, 2014.

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EX-99.3

Exhibit 99.3

Consent of iResearch Consulting Group

April 17, 2015

Baozun Inc.

Room 109-118, H Building, No. 1188

Wanrong Road, Zhabei District

Shanghai, 200436

The People’s Republic of China

Ladies and Gentlemen:

We, iResearch Consulting Group, hereby consent to references to our name, information, data and statements from our databases, research reports and amendments thereto, in (i) the regulatory filings of Baozun Inc. (the “Company”) and its subsidiaries and affiliates with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and (ii) on the websites of the Company and its subsidiaries and affiliates, in institutional and retail road shows and other activities in connection with any securities offerings and other marketing and fundraising activities.

Yours faithfully

Seal: /s/ iResearch Consulting Group

iResearch Consulting Group

EX-99.4

Exhibit 99.4

Baozun Inc.

Building No. H, No. 1188 Wanrong Road

Zhabei District, Shanghai 200436

The People’s Republic of China

April 17, 2015

Ladies and Gentlemen:

Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to be named in the Registration Statement on Form F-1 (the “Registration Statement”) of Baozun Inc. (the “Company”), and any amendments thereto, as a person about to become a director of the Company. I further agree that immediately upon the Securities and Exchange Commission’s declaration of effectiveness of the Registration Statement, I will serve as a member of the board of directors of the Company.

Sincerely yours,

/s/ Yiu Pong Chan

Name: YIU PONG CHAN

EX-99.5

Exhibit 99.5

Baozun Inc.

Building No. H, No. 1188 Wanrong Road

Zhabei District, Shanghai 200436

The People’s Republic of China

April 17, 2015

Ladies and Gentlemen:

Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to be named in the Registration Statement on Form F-1 (the “Registration Statement”) of Baozun Inc. (the “Company”), and any amendments thereto, as a person about to become a director of the Company. I further agree that immediately upon the Securities and Exchange Commission’s declaration of effectiveness of the Registration Statement, I will serve as a member of the board of directors of the Company.

Sincerely yours,

/s/ Bin Yu

Name: Bin Yu