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: