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。

Our business depends heavily on the market recognition and reputation of our brand, and any harm or failure to maintain and enhance our brand recognition may materially and adversely affect our business, financi and results of operations.

We depend heavily on the continued success of our core business of selling books and other media products onlin event that adversely affects our sales of books and other media products could harm our business and results of op We had a history of net losses prior to 2009 and may experience earnings declines or losses in the future.

If we are unable to manage our growth or execute our strategies effectively, our business and prospects may be ma adversely affected. Our success depends on our ability to identify and respond to constantly changing consumer preferences.

We face intense competition, and if we do not compete successfully against existing and new competitors, we may share and customers.

Our further expansion in the general merchandise business and third-party marketplace business may lower our pr addition, given the relatively short history of these new businesses, it may be difficult for you to evaluate our busin prospects.

Please see "Risk Factors" for a more detailed discussion of these and other risks and uncertainties we face. Corporate History and Structure Ms. Peggy Yu Yu and Mr. Guoqing Li, our co-founders, established our holding c

ompany in the Cayman Islands in preparation for overseas fund raising in January 2000. We changed the name of our Cayman holding company to E-Commerce China Dangdang Inc. in June 2010. We refer to this entity in this prospectus as Dangdang Holding. In April 2000, Dangdang Holding obtained control of Beijing Dangdang Information Technology Co., Ltd., or Dangdang Information, a PRC company. Foreign ownership of internet-based businesses is subject to significant restrictions under current PRC laws and regulations. The PRC government regulates internet access, the distribution of online information and the conduct of online commerce through strict business licensing requirements and other government regulations. We are a Cayman Islands company and our PRC subsidiary, Dangdang Information, is considered a foreign invested enterprise. As a wholly foreign-owned enterprise, Dangdang Information is restricted from holding the licenses that are necessary for our business operation in China, such as licenses for operating our website and for sales of audio and video products in China. We approved a corporate structure plan and instructed Ms. Peggy 3 Table of Contents Yu Yu and Mr. Guoqing Li, our co-founders, both of whom are PRC citizens, to establish Beijing Dangdang Kewen E-Commerce Co., Ltd., or Dangdang Kewen, in August 2004 in order to apply for and hold such licenses. To gain effective control over Dangdang Kewen and its subsidiaries, Dangdang Information entered into a series of contractual arrangements with Dangdang Kewen and its shareholders. Dangdang Information conducts a substantial portion of our business in China, including, for example, handling our product procurement and fulfillment operations and holding lease title to our warehouse facilities across China, while Dangdang Kewen holds the licenses for operating our website and for sales of audio and video products that Dangdang Information is restricted from undertaking under PRC law. See "PRC Regulation—Regulations Relating to Foreign Investment in Value-Added Telecommunications Industry" and the several risks discussed under "Risk Factors—Risks Relating to Our Corporate Structure and Restrictions on Our Industry" for a comprehensive description of the various material risks related to our corporate structure. In particular, see "Risk Factors—Risks Relating to Our Corporate Structure and Restrictions on Our Industry—Substantial uncertainties and restrictions exist with respect to the interpretation and application of PRC laws and regulations relating

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。

TABLE OF CONTENTS

Page

1 13 38 39 40 41 42 44 45 47 50 53 72 76 88 95 103 108 109 118 125 127 134 140 141 141 142 F-1

You should rely only on the information contained in this prospectus or in any related free-writing prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. We are offering to sell, and seeking offers to buy, the ADSs only in jurisdictions where offers and sales are permitted. The information contained in this

prospectus is current only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the ADSs.

We have not taken any action to permit a public offering of the ADSs outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this

prospectus must inform themselves about and observe any restrictions relating to the offering of the ADSs and the distribution of the prospectus outside the United States.

Until January 1, 2011 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade ADSs, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

i