当当招股说明书(英文版)

1、当当招股说明书(英文版) 当当在美国上市的招股说明书,可具体了解当当的有关信息。 e-commerce china dangdang inc. (dang) 424b4 prospectus filed pursuant to rule 424(b)(4)filed on 12/08/2021 当当在美国上市的招股说明书,可具体了解当当的有关信息。 filed pursuant to rules 424(b)(4) registration no. 333-170663 prospectus 17,000,000 american depositary shares e-commerce ch

2、ina 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

3、 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.

4、 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

5、 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 sel

6、ling 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 comm

7、ission 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, 2021. cred

8、it suisse morgan stanley 当当在美国上市的招股说明书,可具体了解当当的有关信息。 oppenheimer co. piper jaffray the date of this prospectus is december 7, 2021. cowen and company 当当在美国上市的招股说明书,可具体了解当当的有关信息。 experts where you can find additional information index to consolidated financial statements you should rely only on the i

9、nformation contained in this prospectus or in any related freewriting 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

10、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

11、 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 th

12、e united states. until january 1, 2021 (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 act

13、ing as underwriters and with respect to their unsold allotments or subscriptions. i table of contents prospectus summary the following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements appearing elsewhere in this p

14、rospectus. in addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our adss discussed under risk factors, before deciding whether to buy our adss. this prospectus contains information from a consumer survey commissioned by us and conduct

15、ed by iresearch consulting group, or iresearch, an independent market research firm, in may 2021 to provide information on our position in the business-to-consumer e-commerce market in china. our business we are a leading business-to-consumer, or b2c, e-commerce company in china. our brand is the nu

16、mber-one ranked brand among china's b2c e-commerce companies for awareness, trusted online shopping experience and price-competitiveness, according to a consumer survey conducted by iresearch in may 2021 at our request. since our inception, we have focused on selling books online. based on publi

17、cly available information, we believe that we are the largest book retailer in china in terms of revenues. as of september 30, 2021, we offered approximately 590,000 book titles on our website, including more than 570,000 chinese language titles, which we believe is the largest selection of chinese

18、language titles available both online and offli ne from a single retailer in china. we also offer other media products and selected general merchandise categories on our website, including beauty and personal care products, home and lifestyle products, and baby, children and maternity products. in j

19、uly 2021, we launched the marketplace program, which allows third-party merchants to sell their general merchandise products alongside our products. we have developed a large and loyal customer base through our continuing focus on creating an enjoyable online shopping experience for our customers. w

20、e had six million active customers in 2021. our average daily unique visitors increased from approximately 910,000 in 2021 to 1,240,000 in the nine months ended september 30, 2021. our average daily unique visitors further increased to 1,610,000 in september 2021. in the three months ended december

21、31, 2021, 2021 and 2021 and the 当当在美国上市的招股说明书,可具体了解当当的有关信息。 three months ended september 30, 2021, approximately 66%, 71%, 77% and 78%, respectively, of our product revenues, were generated from repeat customers. during the nine months ended september 30, 2021, we acquired approximately 3.4 million

22、new customers. we believe that our wide product selection, competitive pricing, rapid and reliable fulfillment and user-friendly and intuitive interface customized for consumers in china are the key attributes of the customer experience. as a pioneer in china's e-commerce market with over a deca

23、de of operating history, we have developed deep supply chain management expertise and strong and, in some cases, exclusive relationships with over 1,000 suppliers throughout china, which enable us to offer a wide selection of quality products at competitive prices. we have also built our nationwide

24、fulfillment and delivery capabilities, high-quality customer service support and a scalable technology infrastructure to provide a compelling online shopping experience to our customers. through our extensive fulfillment and delivery network, we offer cash-on-delivery payment service in over 750 cit

25、ies and towns in china, a popular payment option for chinese consumers. we also offer our customers other payment options including online payment, wire transfer and postal remittance. we have grown significantly since we commenced operations. our total net revenues increased from rmb446.9 million i

26、n 2021 to rmb1,457.7 million (us$217.9 million) in 2021, representing a compound annual growth rate, or cagr, of 80.6%. for the nine months ended september 30, 2021, our total net revenues amounted to rmb1,570.8 million (us$234.8 million), representing a 55.6% increase from rmb1,009.6 million for th

27、e nine months ended september 30, 2021. we incurred a net loss of rmb70.5 million in 2021 and a net loss of rmb81.8 million in 2021. we achieved a net profit of rmb16.9 million (us$2.5 million) in 2021 and a net profit of rmb16.0 million (us$2.4 million) for the nine months ended september 30, 2021.

28、 we intend to continue to leverage our brand recogni tion, large and loyal customer base, proven supply chain management expertise and fulfillment and delivery capabilities to further capture opportunities in china's b2c e-commerce 1 table of contents market. however, the successful execution of

29、 our strategies and business plans involves challenges, risks and uncertainties as described in our challenges, risk factors and other parts of this prospectus. our industry china's retail market has experienced substantial growth in recent years. according to euromonitor international, total re

30、tail sales in china grew from rmb4.2 trillion (us$619.3 billion) in 2021 to rmb6.3 trillion (us$929.0 billion) in 2021, representing a cagr of 10.7%. as china seeks to further increase domestic consumption, retail sales are projected to grow to rmb8.5 trillion (us$1.3 trillion) in 2021, according to

31、 euromonitor international. according to openbook co., ltd., a provider of information services for china's book market, china's book market (excluding newspapers, magazines and textbooks) grew from rmb23.4 billion (us$3.5 billion) in 2021 to rmb31.3 billion (us$4.6 billion) in 2021. the boo

32、k retail market in china is fragmented. the majority of book retailers in china are individual book stores or local book store chains within a province or city. we believe the small scale of traditional book retailers limits consumer selection because it is difficult for these retailers to carry lar

33、ge inventories. china currently has the largest number of internet users in the world, according to international data corporation, or idc, an independent market research firm. idc estimates that the number of internet users in china will grow from 384.8 million in 2021 to 574.5 million in 2021. the

34、 increasing functionality, accessibility and overall usage of the internet have made it an increasingly popular medium for conducting commerce. according to iresearch, the number of b2c and consumer-toconsumer, or c2c, e-commerce users in china grew from 55 million in 2021 to 109 million in 2021, an

35、d the number is projected to grow to 245 million from 2021 to 2021, representing a cagr of 22.4%. driven by the increases in the number of users and purchase volume per online shopper, total b2c and c2c e-commerce transaction value in china is expected to increase at an even faster rate from rmb263

36、billion (us$38.8 billion) in 2021 to rmb1,269 billion (us$187.1 billion) in 2021, representing a cagr of 48.2%. approximately 46.0% of china's internet population bought books and other media products online, which is the second-highest among all product categories in 2021. 当当在美国上市的招股说明书,可具体了解当当

37、的有关信息。 china's b2c e-commerce market is expected to grow at a faster rate than the overall e-commerce market in the coming years. iresearch estimates that total transaction value in the b2c e-commerce market (excluding b2c third-party merchant marketplace) will grow from rmb14.5 billion (us$2.1

38、billion) in 2021 to rmb201.2 billion (us$29.7 billion) in 2021, representing a cagr of 93.0%. ac cording to euromonitor international, b2c e-commerce sales as a percentage of total retail sales in china was 0.2% in 2021. we believe that b2c e-commerce in china will increase as a percentage of total

39、retail sales as it becomes more accepted and gradually overcomes key challenges in areas such as consumer preference, fulfillment, logistics and payment. our strengths we believe that our first-mover advantage and local expertise have enabled us to address the unique challenges and capitalize on the

40、 opportunities in china's b2c e-commerce market. we believe the following strengths have contributed to our success and differentiate us from our competitors: leading b2c e-commerce company in china; large and loyal customer base; strong and trusted brand; supply chain management expertise; capi

41、tal-efficient business model; proven fulfillment and delivery capabilities; and experienced management team. 2 table of contents our strategies our goal is to become the dominant online retailer in china. we plan to achieve our goal through the following key strategies: strengthen our leading positi

42、on in the online book retailing market; selectively broaden our general merchandise product offerings; continue to enhance the customer experience; invest in long-term growth; and pursue strategic alliance and acquisition opportunities. our challenges our ability to achieve our goal and execute our

43、strategies is subject to risks and uncertainties, including the following: 当当在美国上市的招股说明书,可具体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 bus

44、iness, 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

45、prior to 2021 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

46、 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 hist

47、ory 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 ho

48、lding 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 2021. we refer to this entity in this prospectus as dangdang holding. in april 2000, dangdang holding obtained co

49、ntrol 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 i

50、nformation 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 inf

51、ormation 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. gu

52、oqing li, our co-founders, both of whom are prc citizens, to establish beijing dangdang kewen e-commerce co., ltd., or dangdang kewen, in august 2021 in order to apply for and hold such licenses. to gain effective control over dangdang kewen and its subsidiaries, dangdang information entered into a

53、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 ch

54、ina, 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 regulationregulations relating to foreign investment in value-added telecommunications industry and the sev

55、eral risks discussed under risk factorsrisks 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 factorsrisks relating to our corporate structure and restriction

56、s on our industrysubstantial 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,可具体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

57、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 jurisdi

58、ctions 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 t