当当招股说明书(英文版)(10)

当当在美国上市的招股说明书,可详细了解当当的有关信息。

The following diagram illustrates our shareholding structure immediately upon the completion of this offering, assuming no exercise of the over-allotment option granted to the underwriters:

Our principal executive offices are located at 4/F, Tower C, The 5th Square, No. 7 Chaoyangmen North Avenue, Dongcheng District, Beijing 100010, People's Republic of China. Our telephone number at this address is (86 10) 8419-1932. Our registered office in the Cayman Islands is located at the offices of Maples Corporate Services Limited, P.O. Box 309, Ugland House, KY1-1104, Grand Cayman, Cayman Islands. Our agent for service of process in the United States is Law Debenture Corporate Services Inc.

Corporate Information

Investors should contact us for any inquiries through the address and telephone number of our principal executive offices. Our website is . The information contained on our website is not a part of this prospectus.

Conventions Which Apply to This Prospectus

Except where the context otherwise requires and for the purpose of this prospectus only: "we," "us," "our company," "our," and "Dangdang" refer to E-Commerce China Dangdang Inc., a Cayman Islands company, and

its PRC subsidiary, Beijing Dangdang Information Technology Co., Ltd., and, in the context of describing our operations and consolidated financial information, also include its consolidated affiliated PRC entity, Beijing Dangdang Kewen E-Commerce Co., Ltd.;

"active customers" for a specified period refers to customers who have purchased products offered by us at at

least once during that period; "daily unique visitors" refers to unduplicated visitors to our website each day;

"repeat customers" for a specified period refers to customers who have purchased products offered by us at prior

to this period; "China" or "PRC" refers to the People's Republic of China, excluding, for the purpose of this prospectus only, Taiwan, Hong

Kong, and Macau; "shares" or "common shares" refers to our Class A and Class B common shares, par value US$0.0001 per share, "preferred

shares" refers to our series A, series B and series C convertible preferred shares, par value US$0.0001 per share; in November 2010, our shareholders approved a 1:10 share split of our authorized and outstanding share capital with retrospective effect. All presentation of share capital information in this prospectus is shown giving effect to the 1:10 share split;

"ADSs" refers to our American depositary shares, each of which represents five Class A common shares; all references to "RMB" or "Renminbi" refer to the legal currency of China; and

all references to "US$," "dollars" or "U.S. dollars" refer to the legal currency of the United States.

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当当在美国上市的招股说明书,可详细了解当当的有关信息。

THE OFFERING

The following information assumes that the underwriters will not exercise their over-allotment option to purchase additional ADSs in the offering, unless otherwise indicated.

Offering price

ADSs offered by us

ADSs offered by the selling shareholders

The initial public offering price is $16.00 per ADS.

13,200,000 ADSs.

3,800,000 ADSs.

Common shares outstanding immediately after this 389,554,210 shares (or 391,054,210 shares if the underwriters exercise their offering over-allotment option in full), comprised of (i) 91,783,340 Class A common shares, par

value US$0.0001 per share (or 104,533,340 Class A common shares if the underwriters exercise their over-allotment option in full), and (ii) 297,770,870 Class B common shares, par value US$0.0001 per share (or 286,520,870 Class B common shares if the underwriters exercise their over-allotment option in full).

ADSs outstanding immediately after this offering 17,000,000 ADSs (or 19,550,000 ADSs if the underwriters exercise their over-allotment

option in full).

The ADSs

Each ADS represents five Class A common shares, par value US$0.0001 per share.

have rights as provided in the deposit agreement.

If we declare dividends on our Class A common shares, the depositary will pay you the cash dividends and other distributions it receives on our Class A common shares, after deducting its fees and expenses.

The depositary will hold the Class A common shares underlying your ADSs. You will

The depositary will charge you fees for any exchange.

to hold your ADSs, 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.

We may amend or terminate the deposit agreement without your consent. If you continue You may turn in your ADSs to the depositary in exchange for Class A common shares.

Common Shares

Our common shares are divided into Class A common shares and Class B common shares. Holders of Class A common shares and Class B common shares have the same rights except for voting and conversion rights. In respect of matters requiring

shareholders' vote, each Class A common share is entitled to one vote, and each Class B common share is entitled to ten votes. Each Class B common share is convertible into one Class A common share at any time by the holder thereof. Class A common shares are not convertible into Class B

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