UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 5
TO
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
UNDER SECTION 13(e) OF
THE SECURITIES EXCHANGE ACT OF 1934
E-Commerce China Dangdang Inc.
(Name of the Issuer)
E-Commerce China Dangdang Inc.
Peggy Yu Yu
Guoqing Li
Dangdang Holding Company Limited
Dangdang Merger Company Limited
Dangdang Corporation
Kewen Holding Co. Limited
Science & Culture International Limited
First Profit Management Limited
Danqian Yao
Lijun Chen
Min Kan
(Names of Persons Filing Statement)
Class A common shares and Class B common
shares, par value $0.0001 per share
American Depositary Shares, each of which
represents five Class A common shares
(Title of Class of Securities)
26833A105
1
(CUSIP Number)
E-Commerce China Dangdang Inc.
21/F, Jing An Center
No.8 North Third Ring Road East
Chaoyang District, Beijing 100028
People’s Republic of China
Tel: +86-10 5799-2666
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Peggy Yu Yu
Guoqing Li
Dangdang Holding Company Limited
Dangdang Merger Company Limited
Dangdang Corporation
Kewen Holding Co. Limited
Science & Culture International Limited
First Profit Management Limited
Danqian Yao
Lijun Chen
Min Kan
c/o E-Commerce China Dangdang Inc.
21/F, Jing An Center
No. 8 North Third Ring Road East
Chaoyang District, Beijing 100028
People’s Republic of China
Tel: +86-10 5799-2666
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
1
This
CUSIP number applies to the Issuer’s American Depositary Shares, each of which represents five Class A common shares.
With copies to:
Stephanie Tang, Esq.
Shearman & Sterling
12/F, Gloucester Tower
The Landmark
15 Queen’s Road Central
Hong Kong
Tel: +852 2978-8028
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Z. Julie Gao, Esq.
Haiping Li, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
c/o 42/F, Edinburgh Tower, The Landmark
15 Queen’s Road Central
Hong Kong
Tel: +852 3740-4700
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This statement is filed in connection with (check the appropriate
box):
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¨
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The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
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¨
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The filing of a registration statement under the Securities Act of 1933.
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Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies:
¨
Check the following box if the filing is a final amendment reporting
the results of the transaction:
x
Calculation of Filing Fee
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Transaction Valuation*
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Amount of Filing Fee**
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$
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555,671,055.14
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$
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55,956.08***
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* Calculated solely for the purpose
of determining the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended. The filing
fee is calculated based on the sum of (a) the aggregate cash payment of $1.34 per share for the 404,850,195 issued and outstanding
Class A common shares and Class B common shares of the issuer (including shares represented by American Depositary Shares) subject
to the transaction plus (b) the product of 13,741,420 Class A common shares issuable under all outstanding and unexercised options
multiplied by $0.9585 per share (which is the difference between the $1.34 per share merger consideration and the weighted average
exercise price of $0.3815 per share) ((a) and (b) together, the “Transaction Valuation”).
** The amount of the filing fee, calculated
in accordance with Exchange Act Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended, and the Securities and Exchange
Commission Fee Rate Advisory #1 for Fiscal Year 2016, issued on August 27, 2015, was calculated by multiplying the Transaction
Valuation by 0.0001007.
*** US$55,954.43 has been previously
paid.
¨
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which
the offsetting of the fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule
and the date of its filing.
Amount Previously Paid:
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Form or Registration No.:
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Filing Party:
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Date Filed:
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TABLE OF CONTENTS
INTRODUCTION
This Amendment No. 5 (this “Final Amendment”)
to Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this “Transaction Statement”),
is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,”
and collectively, the “Filing Persons”): (a) E-Commerce China Dangdang Inc., an exempted company with limited liability
incorporated under the laws of the Cayman Islands (the “Company”), the issuer of the Class A common shares and Class
B common shares, par value $0.0001 per share (each, a “Share”), including the Shares represented by the American depositary
shares (each an “ADS,” or collectively, the “ADSs”), each of which represents five Class A common shares
of the Company, that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) Ms. Peggy Yu Yu, co-founder
and executive chairwoman of the board of directors of the Company (“Ms. Yu”); (c) Mr. Guoqing Li, co-founder,
a director and chief executive officer of the Company (“Mr. Li”); (d) Dangdang Holding Company Limited, an exempted
company with limited liability incorporated under the laws of the Cayman Islands (“Parent”); (e) Dangdang Merger Company
Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary
of Parent (“Merger Sub”); (f) Dangdang Corporation, a business company with limited liability incorporated under the
laws of the British Virgin Islands (the “BVI”) (“Holdco”) that is ultimately beneficially owned and controlled
by Ms. Yu and Mr. Li; (g) Kewen Holding Co. Limited, a business company with limited liability incorporated under the laws of the
BVI (“Kewen”); (h) Science & Culture International Limited, a business company with limited liability incorporated
under the laws of the BVI (“SC International”); (i) First Profit Management Limited, a business company with limited
liability incorporated under the laws of the BVI (“First Profit”); (j) Mr. Danqian Yao, senior vice president of the
Company (“Mr. Yao”); (k) Mr. Lijun Chen, vice president of the Company (“Mr. Chen”); and (l) Mr. Min Kan,
vice president of the Company (“Mr. Kan”). Ms. Yu, Mr. Li, Kewen and SC International are collectively referred to
as the “Supporting Shareholders”. The Supporting Shareholders, First Profit, Mr. Yao, Mr. Chen and Mr. Kan are collectively
referred to as the “Rollover Shareholders”. Holdco, Parent, Merger Sub and the Rollover Shareholders are collectively
referred to as the “Buyer Group”. This Final Amendment amends and restates in its entirety information set forth in
the Transaction Statement.
This Transaction Statement relates to the agreement
and plan of merger, dated as of May 28, 2016, among Parent, Merger Sub and the Company (the “merger agreement”) providing
for the merger of Merger Sub with and into the Company (the “merger”) in accordance with the Companies Law (as amended)
of the Cayman Islands (the “CICL”), with the Company continuing as the surviving company after the merger as a wholly
owned subsidiary of Parent.
This Final Amendment is being filed pursuant
to Rule 13e-3(d)(3) to report the results of the transaction that is the subject of this Transaction Statement.
All information contained in this Final Amendment
concerning each Filing Person has been supplied by such Filing Person. No Filing Person has produced any disclosure with respect
to any other Filing Person.
Item 15
Additional
Information
Item 15(c) is hereby amended and
supplemented as follows:
On September 12, 2016, at 2:00 p.m. (Beijing
Time), an extraordinary general meeting of the shareholders of the Company was held at the Company’s office at 12/F, Jing
An Center, No. 8 North Third Ring Road East, Chaoyang District, Beijing 100028, People’s Republic of China. At the extraordinary
general meeting, the shareholders of the Company voted in favor of, among others, the proposal to authorize and approve the merger
agreement, the plan of merger substantially in the form attached as Annex A to the merger agreement (the “plan of merger”),
and the transactions contemplated by the merger agreement, including the merger.
On September 20, 2016, the Company and Merger
Sub filed the plan of merger with the Cayman Islands Registrar of Companies, pursuant to which the merger became effective on September
20, 2016. As a result of the merger, the Company ceased to be a publicly traded company and became wholly owned by Parent.
At the effective time of the merger (the “Effective
Time”), each Share issued and outstanding immediately prior to the Effective Time was cancelled in exchange for the right
to receive $1.34 in cash per Share, and each ADS issued and outstanding immediately prior to the Effective Time was cancelled in
exchange for the right to receive $6.70 in cash per ADS (less up to $0.05 per ADS cancellation fees and up to $0.02 per ADS depositary
services fees pursuant to the terms and conditions of the deposit agreement, dated December 7, 2010 between the Company and The
Bank of New York Mellon (the “ADS depositary”) and the holders and beneficial owners from time to time of ADSs issued
thereunder, as may be amended from time to time), in each case, without interest and net of any applicable withholding taxes, except
for (a) 136,432,925 Shares, consisting of 3,135,840 Class A common shares and 13,000,000 Class B common shares held by Ms. Yu,
1,185,000 Class A common shares and 97,000,000 Class B common shares held by SC International, 21,876,660 Class B common shares
held by Kewen, 210,425 Class A common shares held by First Profit (including 164,000 Class A common shares beneficially owned by
Mr. Yao and 46,425 Class A common shares beneficially owned by Mr. Chen, in each case, held of record by First Profit as nominee
shareholder), and 25,000 Class A common shares held by Mr. Kan, (b) Shares (including Class A common shares represented by ADSs)
held by the ADS depositary and reserved for future issuance pursuant to the Company’s Share Incentive Plans (as defined below)
(Shares described under (a) and (b) above are collectively referred to herein as the “Excluded Shares”), and (c) Shares
owned by shareholders who have validly exercised and not effectively withdrawn or lost their rights to dissent under the CICL (the
“Dissenting Shares”). The Excluded Shares issued and outstanding immediately prior to the Effective Time have been
cancelled for no consideration. The Dissenting Shares have been cancelled and each holder thereof is entitled to receive only the
payment of the fair value of such Dissenting Shares in accordance with the CICL.
In addition, at the Effective Time, the Company
has terminated the Company’s 2004 Share Incentive Plan and 2010 Share Incentive Plan, and all amendments and modifications
thereto (collectively, the “Share Incentive Plans”), terminated all relevant award agreements applicable to the Share
Incentive Plans, and cancelled all options to purchase Shares granted under the Company’s Share Incentive Plans (the “Company
Options”) that are outstanding and unexercised, whether or not vested or exercisable.
At the Effective Time, each vested Company
Option that remains outstanding immediately prior to the Effective Time has been cancelled in exchange for the right to receive
from the surviving company or one of its subsidiaries, as soon as practicable after the Effective Time, cash in the amount equal
to the product of (a) the number of Shares underlying such Company Option multiplied by (b) the excess, if any, of $1.34 over the
exercise price payable per Share of such Company Option. If the exercise price per Share of any such Company Option is equal to
or greater than $1.34, such Company Option has been cancelled for no consideration. At the Effective Time, each unvested Company
Option has been cancelled for no consideration.
As a result of the merger, the ADSs will no
longer be listed on any securities exchange or quotation system, including The New York Stock Exchange (“NYSE”), and
the ADS program for the Shares will terminate. The Company has requested NYSE to file Form 25 with the SEC to notify the SEC of
the delisting of the Company’s ADSs on NYSE and deregistration of the Company’s registered securities under the Exchange
Act. The deregistration will become effective in 90 days after the filing of Form 25 or such shorter period as may be determined
by the SEC. The Company intends to suspend its reporting obligations under the Exchange Act by filing a certification and notice
on Form 15 with the SEC in approximately ten days. The Company’s reporting obligations under the Exchange Act will be suspended
immediately as of the filing date of the Form 15 and will terminate once the deregistration becomes effective.
Item 16 Exhibits
(a)-(1)*
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Proxy Statement of the Company dated August 1, 2016 (the “proxy statement”).
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(a)-(2)*
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Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the proxy statement.
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(a)-(3)*
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Form of Proxy Card, incorporated herein by reference to Annex E to the proxy statement.
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(a)-(4)*
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Form of ADS Voting Instructions Card, incorporated herein by reference to Annex F to the proxy statement.
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(a)-(5)
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Press Release issued by the Company, dated May 31, 2016, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 6-K furnished by the Company to the SEC on May 31, 2016.
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(b)-(1)
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Debt Commitment Letter, dated May 28, 2016, by and among Merger Sub and Bank of China, Shanghai Pudong Development Zone Sub-Branch, incorporated herein by reference to Exhibit G to the Schedule 13D, as amended, filed by Ms. Yu, Mr. Li, Kewen, SC International, First Profit, Mr. Yao, Mr. Chen and Mr. Kan on June 2, 2016.
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(b)-(2)
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Equity Commitment Letter, dated June 17, 2016, by and between Parent and First Profit, incorporated herein by reference to Exhibit J to the Schedule 13D, as amended, filed by Ms. Yu, Mr. Li, Kewen, SC International, First Profit, Mr. Yao, Mr. Chen and Mr. Kan on June 17, 2016.
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(b)-(3)
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Equity Commitment Letter, dated June 17, 2016, by and between Parent and Mr. He, incorporated herein by reference to Exhibit K to the Schedule 13D, as amended, filed by Ms. Yu, Mr. Li, Kewen, SC International, First Profit, Mr. Yao, Mr. Chen and Mr. Kan on June 17, 2016.
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(c)-(1)*
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Opinion of Duff & Phelps, LLC, dated May 28, 2016, incorporated herein by reference to Annex B to the proxy statement.
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(c)-(2)*
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Discussion materials prepared by Duff & Phelps, LLC for discussion with the Special Committee, dated May 28, 2016.
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(d)-(1)*
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Agreement and Plan of Merger, dated as of May 28, 2016, by and among the Company, Parent and Merger Sub, incorporated herein by reference to Annex A to the proxy statement.
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(d)-(2)
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Support Agreement, dated May 28, 2016, by and among Parent and the Supporting Shareholders, incorporated herein by reference to Exhibit E to the Schedule 13D, as amended, filed by Ms. Yu, Mr. Li, Kewen, SC International, First Profit, Mr. Yao, Mr. Chen and Mr. Kan on June 2, 2016.
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(d)-(3)
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Rollover Agreement, dated May 28, 2016, by and among Parent, First Profit, Mr. Yao, Mr. Chen and Mr. Kan, incorporated herein by reference to Exhibit F to the Schedule 13D, as amended, filed by Ms. Yu, Mr. Li, Kewen, SC International, First Profit, Mr. Yao, Mr. Chen and Mr. Kan on June 2, 2016.
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(d)-(4)
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Limited Guarantee, dated May 28, 2016, by Ms. Yu and Mr. Li in favor of the Company, incorporated herein by reference to Exhibit 99.3 to the Current Report on Form 6-K furnished by the Company to the SEC on May 31, 2016.
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(f)-(1)*
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Dissenter Rights, incorporated herein by reference to the section entitled “Dissenter Rights” in the proxy statement.
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(f)-(2)*
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Section 238 of the Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised), incorporated herein by reference to Annex C to the proxy statement.
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(g)
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Not applicable.
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*Previously filed
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and correct.
Date: September 20, 2016
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E-Commerce China Dangdang Inc.
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By:
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/s/ Ruby Rong Lu
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Name: Ruby Rong Lu
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Title: Chairperson of the Special Committee
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Peggy Yu Yu
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By:
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/s/ Peggy Yu Yu
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Guoqing Li
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By:
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/s/ Guoqing Li
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Dangdang Holding Company Limited
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By:
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/s/ Peggy Yu Yu
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Name: Peggy Yu Yu
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Title: Director
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Dangdang Merger Company Limited
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By:
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/s/ Peggy Yu Yu
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Name: Peggy Yu Yu
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Title: Director
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Dangdang Corporation
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By:
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/s/ Peggy Yu Yu
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Name: Peggy Yu Yu
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Title: Director
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Kewen Holding Co. Limited
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By:
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/s/ Guoqing Li
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Name: Guoqing Li
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Title: Director
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Science & Culture International Limited
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By:
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/s/ Guoqing Li
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Name: Guoqing Li
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Title: Authorized Person
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First Profit Management Limited
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By:
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/s/ Danqian Yao
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Name: Danqian Yao
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Title: Director
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Danqian Yao
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By:
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/s/ Danqian Yao
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Lijun Chen
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By:
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/s/ Lijun Chen
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Exhibit Index
(a)-(1)*
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Proxy Statement of the Company dated August 1, 2016 (the “proxy statement”).
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(a)-(2)*
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Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the proxy statement.
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(a)-(3)*
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Form of Proxy Card, incorporated herein by reference to Annex E to the proxy statement.
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(a)-(4)*
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Form of ADS Voting Instructions Card, incorporated herein by reference to Annex F to the proxy statement.
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(a)-(5)
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Press Release issued by the Company, dated May 31, 2016, incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 6-K furnished by the Company to the SEC on May 31, 2016.
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(b)-(1)
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Debt Commitment Letter, dated May 28, 2016, by and among Merger Sub and Bank of China, Shanghai Pudong Development Zone Sub-Branch, incorporated herein by reference to Exhibit G to the Schedule 13D, as amended, filed by Ms. Yu, Mr. Li, Kewen, SC International, First Profit, Mr. Yao, Mr. Chen and Mr. Kan on June 2, 2016.
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(b)-(2)
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Equity Commitment Letter, dated June 17, 2016, by and between Parent and First Profit, incorporated herein by reference to Exhibit J to the Schedule 13D, as amended, filed by Ms. Yu, Mr. Li, Kewen, SC International, First Profit, Mr. Yao, Mr. Chen and Mr. Kan on June 17, 2016.
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(b)-(3)
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Equity Commitment Letter, dated June 17, 2016, by and between Parent and Mr. He, incorporated herein by reference to Exhibit K to the Schedule 13D, as amended, filed by Ms. Yu, Mr. Li, Kewen, SC International, First Profit, Mr. Yao, Mr. Chen and Mr. Kan on June 17, 2016.
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(c)-(1)*
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Opinion of Duff & Phelps, LLC, dated May 28, 2016, incorporated herein by reference to Annex B to the proxy statement.
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(c)-(2)*
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Discussion materials prepared by Duff & Phelps, LLC for discussion with the Special Committee, dated May 28, 2016.
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(d)-(1)*
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Agreement and Plan of Merger, dated as of May 28, 2016, by and among the Company, Parent and Merger Sub, incorporated herein by reference to Annex A to the proxy statement.
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(d)-(2)
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Support Agreement, dated May 28, 2016, by and among Parent and the Supporting Shareholders, incorporated herein by reference to Exhibit E to the Schedule 13D, as amended, filed by Ms. Yu, Mr. Li, Kewen, SC International, First Profit, Mr. Yao, Mr. Chen and Mr. Kan on June 2, 2016.
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(d)-(3)
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Rollover Agreement, dated May 28, 2016, by and among Parent, First Profit, Mr. Yao, Mr. Chen and Mr. Kan, incorporated herein by reference to Exhibit F to the Schedule 13D, as amended, filed by Ms. Yu, Mr. Li, Kewen, SC International, First Profit, Mr. Yao, Mr. Chen and Mr. Kan on June 2, 2016.
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(d)-(4)
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Limited Guarantee, dated May 28, 2016, by Ms. Yu and Mr. Li in favor of the Company, incorporated herein by reference to Exhibit 99.3 to the Current Report on Form 6-K furnished by the Company to the SEC on May 31, 2016.
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(f)-(1)*
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Dissenter Rights, incorporated herein by reference to the section entitled “Dissenter Rights” in the proxy statement.
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(f)-(2)*
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Section 238 of the Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised), incorporated herein by reference to Annex C to the proxy statement.
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(g)
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Not applicable.
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*Previously filed
E-Commerce China Dangdang Inc. American Depositary Shares, Each Representing Five Class A Common Shares (NYSE:DANG)
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