[] [THE COMPANIES LAW (REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FIFTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF E-COMMERCE CHINA DANGDANG INC. (adopted by Special Resolution on November 15, 2010) 1. E-Commerce China Dangdang Inc. The name of the Company is 2. The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited,] [THE COMPANIES LAW (2010 REVISION) SIXTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF E-COMMERCE CHINA DANGDANG INC. Adopted by a Special Resolution 1. The name of the Company is E-Commerce China Dangdang Inc. 2. The registered office of the Company shall be at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, KY1-1104, Grand Cayman, Cayman Islands] [Name of Company: E-COMMERCE CHINA DANGDANG INC. - [no. of shares] — [name of shareholder] - [no. of shares] — US$100,000 548,955,840 Class A Common Shares US$0.0001 451,044,160 Class B Common Shares US$0.0001 [name of shareholder] [no. of shares] E-COMMERCE CHINA DANGDANG INC. TRANSFER I (the Transferor) for the value received DO HEREBY transfer to (the Transferee) the shares standing] [SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT E-Commerce China Co. Ltd. SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT June 27, 2006 SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT E-Commerce China Co. Ltd. SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT Agreement Company Kewen Schedule A Founder Founders Investor Investors Shareholders THIS SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (the “ RECITALS Purchase Agreement WHEREAS, the Company] [Our ref DLK\274965\4065347v7 Direct tel +852 2971 3006 Email derrick.kan@maplesandcalder.com E-Commerce China Dangdang Inc. 17 November 2010 Dear Sirs E-Commerce China Dangdang Inc. Company Registration Statement Commission ADSs New Shares Sale Shares We have acted as Cayman Islands legal advisers to E-Commerce China Dangdang Inc. (the “ 1 Documents Reviewed For the purposes of this opinion, we have reviewed only] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] November 17, 2010 E-Commerce China Dangdang Inc. Re: American Depositary Shares of E-Commerce China Dangdang Inc. (the “Company”) Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals or copies of the following: (a) the Registration Statement; and (b) such other documents,] [Commerce & Finance Law Offices E-Commerce China Dangdang Inc. RE: E-COMMERCE CHINA DANGDANG INC. Dear Sirs, PRC We are qualified lawyers of the People’s Republic of China (the “ Company Registration Statement SEC Securities Act ADSs Offered Securities We have acted as the PRC counsel for E-Commerce China Dangdang Inc. (the “ This opinion is rendered on the basis of] [E-COMMERCE CHINA CO. LTD. PREFACE This Plan is divided into two separate equity programs: (1) the option grant program set forth in Section 5 under which Eligible Persons (as defined in Section 3) may, at the discretion of the Administrator, be granted Options, and (2) the share award program set forth in Section 6 under which Eligible Persons may, at] [E-COMMERCE CHINA DANGDANG INC. 2010 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the E-Commerce China Dangdang Inc. 2010 Share Incentive Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the] [FORM INDEMNIFICATION AGREEMENT FOR DIRECTORS AND OFFICERS Agreement Company Indemnitee THIS INDEMNIFICATION AGREEMENT (this “ WHEREAS, the Indemnitee has agreed to serve as a director/an executive officer of the Company and in such capacity will render valuable services to the Company; and Board of Directors WHEREAS, in order to induce and encourage highly experienced and capable persons such as the] [EMPLOYMENT AGREEMENT Agreement” Effective Date Company Executive” Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive as its B. The Executive desires to be employed by the Company as its AGREEMENT The parties hereto agree as follows: 1. POSITION Employment The Executive hereby accepts a position of 2. TERM 3. PROBATION No probationary period.] [AMENDED AND RESTATED LOAN AGREEMENT BY AND BETWEEN PEGGY YU YU GUOQING LI AND BEIJING DANGDANG INFORMATION TECHNOLOGY CO., LTD. July 23, 2010 TABLE OF CONTENTS ARTICLE 1: DEFINITION 2 ARTICLE 2: ACKNOWLEDGEMENT OF THE CREDITOR’S RIGHTS AND LIABILITIES 3 ARTICLE 3: INTEREST FOR THE BORROWINGS 3 ARTICLE 4: REPAYMENT OF THE BORROWINGS 3 ARTICLE 5: TAXES 4 ARTICLE 6:] [AMENDED AND RESTATED EXCLUSIVE CALL OPTION BY AND BETWEEN BEIJING DANGDANG INFORMATION TECHNOLOGY CO., LTD. AND PEGGY YU YU AND GUOQING LI July 23, 2010 TABLE OF CONTENTS ARTICLE 1: GRANT OF THE OPTION 2 ARTICLE 2: EXERCISE OF THE OPTION 2 ARTICLE 3: COMPLETION OF THE OPTION 3 ARTICLE 4: 4 ARTICLE 5: LIABILITY OF BREACH 8 ARTICLE 6:] [AMENDED AND RESTATED EXCLUSIVE TECHNICAL SUPPORT SERVICE AGREEMENT BY AND BETWEEN BEIJING DANGDANG KEWEN E-COMMERCE CO., LTD. AND BEIJING DANGDANG INFORMATION TECHNOLOGY CO., LTD. July 23, 2010 TABLE OF CONTENTS ARTICLE 1: DEFINITION 2 ARTICLE 2: SERVICES 3 ARTICLE 3: SERVICE FEE 4 ARTICLE 4: WORK PRODUCT, INTELLECTUAL PROPERTY AND PROPRIETARY INFORMATION 5 ARTICLE 5: 5 ARTICLE 6: SPECIAL UNDERTAKINGS] [Power of Attorney PRC Dangdang Kewen Equity Interest WFOE WFOE is authorized to execute the form Share Transfer Agreement included in the Amended and Restated Exclusive Call Option Agreement (entered into between WFOE, Guoqing Li and myself as of the date hereof) on my behalf within the scope of authorization, to timely perform the Amended and Restated Exclusive Call Option] [AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT BY AND BETWEEN BEIJING DANGDANG INFORMATION TECHNOLOGY CO., LTD. AND PEGGY YU YU AND GUOQING LI July 23, 2010 TABLE OF CONTENTS ARTICLE 1: DEFINITIONS 2 ARTICLE 2: PLEDGE 3 ARTICLE 3: THE EFFECTIVENESS AND TERM OF PLEDGE 4 ARTICLE 4: POSSESSION OF PLEDGE DOCUMENTS 4 ARTICLE 5: 4 ARTICLE 6: COVENANTS AND UNDERTAKINGS] [List of Subsidiaries of E-Commerce China Dangdang Inc. Jurisdiction of Relationship with the Name incorporation Beijing Dangdang Information Technology Co., Ltd. PRC Wholly-owned subsidiary Wuxi Dangdang Information Technology Co., Ltd. PRC Subsidiary 99% owned by Beijing Dangdang Information Technology Co., Ltd. and 1% owned by Peggy Yu Yu and Guoqing Li through Beijing Dangdang Kewen E-Commerce Co., Ltd. Beijing Dangdang] [Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption “Experts” and to the use of our report dated November 17, 2010, in the Registration Statement (Form F-1) and related Prospectus of E-Commerce China Dangdang Inc. for the registration of its common shares. Beijing, People’s Republic of China November 17, 2010 EX-23.1] [Consent Of iResearch Consulting Group July 6, 2010 E-Commerce China Dangdang Inc. Ladies and Gentlemen: Registration Statement Company SEC SEC Filings iResearch Consulting Group hereby consents to references to its name in the registration statement on Form F-1 (together with any amendments thereto, the “ Report iResearch Consulting Group further consents to inclusion of information, data and statements from the] [E-COMMERCE CHINA DANGDANG INC. I. PURPOSE This Code is designed to deter wrongdoing and to promote: • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; • • • prompt internal reporting of violations of the Code; and • accountability for adherence to the Code. II. APPLICABILITY This Code] [Commerce & Finance Law Offices E-Commerce China Dangdang Inc. RE: E-COMMERCE CHINA DANGDANG INC. Dear Sirs, PRC We are qualified lawyers of the People’s Republic of China (the “ Company Registration Statement SEC Securities Act ADSs Offered Securities We have acted as the PRC counsel for E-Commerce China Dangdang Inc. (the “ For the purpose of this opinion, we have]