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E-COMMERCE CHINA DANGDANG INC. (DANG)

424B4

Prospectus filed pursuant to Rule 424(b)(4)Filed on 12/08/2010

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Filed Pursuant to Rules 424(b)(4)

Registration No. 333-170663

PROSPECTUS

17,000,000 AMERICAN DEPOSITARY SHARES

E-Commerce China Dangdang Inc.

Representing 85,000,000 Class A Common Shares

This is an initial public offering of American depositary shares, or ADSs, of E-Commerce China Dangdang Inc. Each ADS represents five Class A common shares, par value US$0.0001 per share. We are offering 13,200,000 ADSs, and the selling shareholders identified in this prospectus, including one entity controlled by one of our co-founders, are offering 3,800,000 ADSs. We will not receive any of the proceeds from the ADSs sold by the selling shareholders. Prior to this offering, there has been no public market for our shares or ADSs. Our ADSs have been approved for listing on the New York Stock Exchange under the symbol "DANG."

Investing in our ADSs involves a high degree of risk. See "Risk Factors" beginning on page 13.

PRICE US$16.00 PER ADS

Underwriting Proceeds to

Price to Public

Discounts and Commissions

Proceeds to Us, Before Expenses

the Selling Shareholders

Per ADS Total

US$ 16.00 US$ 1.0656 US$ 14.9344 US$ 14.9344

US$ 272,000,000 US$ 18,115,200 US$ 197,134,080 US$ 56,750,720

The underwriters have an option to purchase up to 300,000 additional ADSs from us and an aggregate of 2,250,000 additional ADSs from certain selling shareholders, including two entities affiliated with a member of our board of directors, at the initial public offering price, less underwriting discounts and commissions, within 30 days from the date of this prospectus, to cover over-allotments of ADSs.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of 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 on or about December 13, 2010.

Credit Suisse

Morgan Stanley

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Oppenheimer & Co.

Piper Jaffray

The date of this prospectus is December 7, 2010.

Cowen and Company