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。

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 to online commerce and the distribution of internet content in China. If the PRC government finds that the structure we have adopted for our business operations does not comply with PRC laws and regulations, we could be subject to severe penalties, including the shutting down of our website."

To further develop our business, Dangdang Information established a subsidiary, Wuxi Dangdang Information Technology, Co., Ltd., or Wuxi Dangdang Information, in Wuxi, China in August 2010. Wuxi Dangdang Information will support Dangdang Information in conducting our B2C e-commerce business in China. Dangdang Kewen established a wholly owned subsidiary, Wuxi Dangdang Kewen E-commerce Co., Ltd., or Wuxi Dangdang Kewen, in Wuxi in September 2010. Wuxi Dangdang Kewen will support Dangdang Kewen to conduct our B2C e-commerce business in China. The following diagram illustrates our corporate structure:

(1) Each of Ms. Peggy Yu Yu and Mr. Guoqing Li, wife and husband, owns 50% of the equity interests in Dangdang Kewen.

Our contractual arrangements with Dangdang Kewen and its shareholders, Ms. Peggy Yu Yu and Mr. Guoqing Li, include:

a loan agreement pursuant to which Dangdang Information has granted an interest-free loan to the Dangdang Kewen

shareholders solely for their capital contributions to Dangdang Kewen. The loan is due upon demand by Dangdang Information.

4

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。

an exclusive call option agreement pursuant to which the Dangdang Kewen shareholders jointly and severally granted to

Dangdang Information an option to purchase their equity interests in Dangdang Kewen at a purchase price equal to the capital contribution amount, unless otherwise required by PRC law or agreed in writing by the relevant parties. Dangdang Information may exercise such option at any time until it has acquired all equity interests of Dangdang Kewen and it can set off the purchase price against the loan repayment under the loan agreement.

an exclusive technical support service agreement pursuant to which Dangdang Kewen agrees to engage Dangdang Information

as its exclusive provider of technical platform and technical support, maintenance and other services. This agreement may be terminated by the parties thereto in written agreement at any time.

an irrevocable power of attorney pursuant to which each shareholder of Dangdang Kewen agrees to appoint Dangdang

Information as the attorney-in-fact to act on his or her behalf on all matters pertaining to Dangdang Kewen and to exercise all of his or her rights as a shareholder of Dangdang Kewen. The power of attorney with each shareholder expires when the shareholder ceases to hold any equity interests in Dangdang Kewen.

See "Corporate History and Structure" for additional information and "Risk Factors—Risks Relating to Our Corporate Structure and

Restrictions on Our Industry" for all 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 to online commerce and the distribution of internet content in China. If the PRC government finds that the structure we have adopted for our business operations does not comply with PRC laws and regulations, we could be subject to severe penalties, including the shutting down of our website."

an equity pledge agreement pursuant to which the Dangdang Kewen shareholders pledged all of their equity interests in

Dangdang Kewen to Dangdang Information as collateral for all of their payments due to Dangdang Information and to secure performance of their obligations and those of Dangdang Kewen under the exclusive technical support service agreement and the exclusive call option agreement.

Our Shareholding Structure

In September 2010, our shareholders approved a dual-class common share structure, pursuant to which all common shares held by our

existing shareholders as of September 10, 2010, including our founders, were re-designated as Class B common shares, and our outstanding preferred …… 此处隐藏：4882字，全部文档内容请下载后查看。喜欢就下载吧 ……