当当招股说明书(英文版)(11)

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。

common shares under any circumstances. If at any time Ms. Peggy Yu Yu, our executive chairwoman of the board of directors, and Mr. Guoqing Li, our director and chief

executive officer, and their affiliates collectively own less than 5% of the total number of the issued and outstanding Class B common shares, each issued and outstanding Class B common share shall be automatically and immediately converted into one share of Class A common share, and we shall not issue any Class B common shares thereafter.

Over-allotment option

We and certain selling shareholders have granted to the underwriters an option, which is exercisable within 30 days from the date of this prospectus, to purchase up to an additional 2,550,000 ADSs.

Use of proceeds

We plan to use the net proceeds we receive from this offering to broaden our product categories, expand our fulfillment capabilities and further enhance our technology

infrastructure, and for general corporate purposes, including working capital and funding potential acquisitions of complementary businesses, although we are not currently negotiating any such transactions. See "Use of Proceeds" for additional information.

Lock-up

We will not receive any of the proceeds from the sale of ADSs by the selling shareholders.

We, our directors and executive officers, our existing shareholders and certain of our option holders have agreed with the underwriters, subject to certain exceptions, not to sell, transfer or dispose of, directly or indirectly, any of our ADSs or shares or securities convertible into or exercisable or exchangeable for our ADSs or shares for a period of 180 days after the date of this prospectus. Furthermore, all of our directors, executive officers, existing shareholders, and holders of the options to purchase our Class A common shares are restricted by our agreement with the depositary from depositing

common shares in our ADS program or having new ADSs issued during the same period. See "Underwriting" for more information.

Proposed symbol

Our ADSs have been approved for listing on the New York Stock Exchange under the symbol "DANG." Our ADSs and shares will not be listed on any other stock exchange or traded on any automated quotation system.

Payment and settlement

Depositary

Directed share program

The underwriters expect to deliver the ADSs against payment therefor through the facilities of the Depository Trust Company on December 13, 2010.

The Bank of New York Mellon.

At our request, the underwriters have reserved for sale, at the initial public offering price, up to 1,020,000 ADSs offered by this prospectus to our directors, officers, employees, business associates and related persons.

Risk factors

See "Risk Factors" and other information included in this prospectus for a discussion of risks that you should carefully consider before investing in our ADSs.

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