exv10w9






Exhibit 10.9




AMENDED AND RESTATED




EQUITY PLEDGE AGREEMENT




BY AND BETWEEN




BEIJING DANGDANG INFORMATION TECHNOLOGY CO., LTD.

AS PLEDGEE




AND




PEGGY
YU YU AND GUOQING LI

AS PLEDGORS




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:
	 	REPRESENTATIONS AND WARRANTIES	 	 	4	 
	ARTICLE 6:
	 	COVENANTS AND UNDERTAKINGS	 	 	5	 
	ARTICLE 7:
	 	EVENT OF DEFAULT	 	 	7	 
	ARTICLE 8:
	 	EXERCISE OF THE RIGHT OF THE PLEDGE	 	 	8	 
	ARTICLE 9:
	 	TRANSFER OR ASSIGNMENT	 	 	9	 
	ARTICLE 10:
	 	TERMINATION	 	 	9	 
	ARTICLE 11:
	 	FEES AND OTHER EXPENDITURE	 	 	9	 
	ARTICLE 12:
	 	FORTH MAJEURE	 	 	9	 
	ARTICLE 13:
	 	GOVERNING LAW AND DISPUTE SETTLEMENT	 	 	10	 
	ARTICLE 14:
	 	NOTICE	 	 	10	 
	ARTICLE 15:
	 	VERSION	 	 	11	 







 









 








AMENDED AND RESTATED

EQUITY PLEDGE AGREEMENT




THIS AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT (this “Agreement”), is entered into as of the
23rd day of July 2010 in Beijing, the PRC by and between the following parties:



Pledgee:              Beijing Dangdang Information Technology Co., Ltd. formerly known as Beijing Kewen Shuye
Information Technology Co., Ltd. before August 2008






	 	 	 
	Address:
	 	Room D102C, Building No.6, Court No.17, Houyongkang Hutong, Dongcheng District, Beijing,
	 
	 	the PRC








	 	 	 
	Pledgor:
	 	Peggy Yu Yu
	 
	 	ID No.: 110108196505105422








	 	 	 
	 
	 	Guoqing Li
	 
	 	ID No.: 110104641001005






(Peggy Yu Yu and Guoqing Li collectively the “Pledgors”)



WHEREAS





	(1)	 	The Pledgors, for the benefit of the current business and commercial operation of the
Pledgee, established Beijing Dangdang Kewen E-commerce Co., Ltd. (“Dangdang Kewen”) on August
24, 2004, in which each of Peggy Yu Yu and Guoqing Li holds a 50% equity interest.
	 
	(2)	 	The Pledgee is a wholly foreign-owned enterprise registered in Beijing, the PRC, a wholly
owned subsidiary of E-Commerce China Dangdang Inc.
	 
	(3)	 	For the benefit of the current business and commercial operation of the Pledgee and of the
establishment and development of Dangdang Kewen, the Pledgee makes loans from time to time to
the Pledgors. As of the 19th day of June 2006, the Pledgee and the Pledgors entered
into a loan agreement (hereinafter referred to as the “Loan Agreement”) under which, the
Pledgee has made loans to the Pledgors with an amount of Renminbi two million (RMB 2,000,000),
and will make additional loans to the Pledgors corresponding to the business development of
Dangdang Kewen (the “Loan”). As of the date hereof, the Loan is in an aggregate amount of
Renminbi two million (RMB 2,000,000). As of the date hereof, the Pledgee and the Pledgors have
entered into an amended and restated loan agreement (hereinafter the “Amended and Restated
Loan Agreement”).




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	(4)	 	The Pledgee and the Pledgors entered into an exclusive call option agreement dated as of the
23rd day of December 2004 (hereinafter the “Option Agreement”), and have entered
into an amended and restated exclusive call option agreement as of the date hereof
(hereinafter the “Amended and Restated Option Agreement”). The Pledgee and Dangdang Kewen
entered into an exclusive technical support service agreement dated as of the 25th
day of May 2006 (hereinafter the “Exclusive Technical Support Service Agreement”), and have
entered into an amended and restated exclusive technical support service agreement as of the
date hereof (hereinafter the “Amended and Restated Exclusive Technical Support Service
Agreement”).
	 
	(5)	 	The Pledgee shall appoint all personnel in operating Dangdang Kewen and assume management
responsibilities of Dangdang.Kewen
	 
	(6)	 	In order to secure the repayment of the Loan by the Pledgors and the performance of all the
obligations by Dangdang Kewen and the Pledgors under the abovementioned Exclusive Technical
Support Service Agreement, Amended and Restated Exclusive Technical Support Service Agreement,
Option Agreement and Amended and Restated Option Agreement (collectively, the “Agreement
Obligations”), the Pledgors assign, convey to the Pledgee, for its benefit, a pledge over and
security interest in all of their respective equity interest in Dangdang Kewen as a security
of Secured Indebtedness including the Loan and the Agreement Obligations.
	 
	(7)	 	The Pledgee and the Pledgors entered into an equity pledge agreement dated as of the
23rd day of December 2004 (hereinafter the “Equity Pledge Agreement”), and agree to
amend and restate the Equity Pledge Agreement to read as set forth herein.





THE PLEDGORS AND THE PLEDGEE THEREFORE AGREE AS FOLLOWS:



ARTICLE 1: DEFINITIONS




Unless otherwise provided for in this Agreement, the following terms shall have the following
meanings:




	1.1	 	“Pledge” means the full content of Article 2 hereunder.
	 
	1.2	 	“Equity” means the equity interest in Dangdang Kewen held respectively by the Pledgors. In
order to avoid any indoubtness, the Equity hereof refers to all equity interest in Dangdang
Kewen held respectively by the Pledgors at any time, including any increase of or other
changes to the equity interest in Dangdang Kewen held respectively by the Pledgors after the
date hereof, such




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	 	 	equity interest as increased or changed shall be deemed to constitute Equity in Pledge under
this Agreement.






	1.3	 	“Term of Pledge” means the period provided under Article 3.2 herein.
	 
	1.4	 	“Event of Default” means any event set forth in Article 7 herein.
	 
	1.5	 	“Notice of Default” means the notice of default issued by the Pledgee in accordance with this
Agreement.
	 
	1.6	 	“Option” means the exclusive call option granted by the Pledgors to the Pledgee under the
Option Agreement and the Amended and Restated Option Agreement in favor of the Pledgee to
purchase the Equity.
	 
	1.7	 	“The PRC” means the People’s Republic of China.
	 
	1.8	 	“Secured Indebtedness” means all the obligations of the Pledgors under each of the Loan
Agreement and the Amended and Restated Loan Agreement among the Pledgors and the Pledgee, the
obligations of Dangdang Kewen under each of the Exclusive Technical Support Service Agreement
and the Amended and Restated Exclusive Technical Support Service Agreement between Dangdang
Kewen and the Pledgee, and the obligations of the Pledgors under each of the Option Agreement
and the Amended and Restated Option Agreement among the Pledgors and the Pledgee, including
but not limited to the repayment of the Loan, liquidated damages, compensations and other
expenses incurred by the Pledgee in connection with enforcement of Pledge.
	 
	1.9	 	Except as otherwise stated in the context herein, all references herein to this Agreement or
any other agreements or documents shall be interpreted as to refer to the amendments, changes,
replacements or supplements already made or to be made from time to time, to or of this
Agreement or, as the case may be, such other agreements or documents.





ARTICLE 2: PLEDGE





	2.1	 	The Pledgors assign, convey to the Pledgee, for its benefit, a pledge over and security
interest in all of their respective Equity in Dangdang Kewen to secure all and any Secured
Indebtedness.
	 
	2.2	 	In order to avoid any indoubtness, despite of any repayment or extinguishment of part of the
Secured Indebtedness, the Equity shall remain in pledge as a security of the remaining part of
the Secured Indebtedness in accordance with the provisions of this Agreement.
	 
	2.3	 	Within the term of this Agreement, in case that the Pledgee exercise the Option




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	 	 	and therefore obtains all or part of the Equity, the Pledge over that part of Equityshall be
extinguished in proportion as of the execution date of the Equity transfer and the Equity
pledged by the Pledgors shall be reduced in the same proportion. The Pledgee and the Pledgors
shall effect the registration, or registration or record amendments, as set forth in Article
4.2 hereunder, with the competent administration for industry and commerce.





ARTICLE 3: THE EFFECTIVENESS AND TERM OF PLEDGE





	3.1	 	The effectiveness of this Agreement
	 
	 	 	This Agreement shall become effective upon the execution by the respective duly authorized
representatives of the Pledgee and the Pledgors and supersede the Equity Pledge Agreement
upon its taking effect.
	 
	3.2	 	The term of Pledge
	 
	 	 	The term of Pledge is equal to the term of the Amended and Restated Option Agreement.





ARTICLE 4: POSSESSION OF PLEDGE DOCUMENTS





	4.1	 	During the term of Pledge under this Agreement, the Pledgors shall deliver the physical
certificates of capital contribution and the register of shareholders of Dangdang Kewen to the
Pledgee within one (1) week as of the date of execution of this Agreement.
	 
	4.2	 	The Pledgors and the Pledgee hereby agree to effect the registration or record of Pledge
herein with the competent administration for industry and commerce at the earliest practicable
date (in any event no later than twenty (20) days after the date hereof). After the completion
of such Pledge registration, in case of any changes with respect to the Equity held
respectively by the Pledgors resulting from any changes to the registered capital or
shareholding structure of Dangdang Kewen, the Pledgors and the Pledgee shall effect
registration or record amendments of Pledge with the competent administration for industry and
commerce within twenty (20) days after the completion of the registration of the
abovementioned Equity changes.
	 
	4.3	 	No dividend shall be distributed in respect of the Equity in Pledge during the term of
Pledge.





ARTICLE 5: REPRESENTATIONS AND WARRANTIES





	5.1	 	The Pledgee and the Pledgors represent and warrant to each other that:




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	 	5.1.1	 	it has the full power and authority to enter into this Agreement;
	 
	 	5.1.2	 	its signing of this Agreement or performance of any of its obligations hereunder
does not violate any laws, regulations and contracts to which it is bound, or require
any government authorization or approval;
	 
	 	5.1.3	 	there is no lawsuit, arbitration or other legal or government procedures pending
which, based on its knowledge, shall materially and adversely affect this Agreement and
the performance thereof;
	 
	 	5.1.4	 	it has disclosed to other Parties all documents issued by any government
department that might cause a material adverse effect on the performance of its
obligations under this Agreement; and
	 
	 	5.1.5	 	in any event, the liabilities of the Pledgors to each of Dangdang Kewen and
Pledgee are limited to the Equity as held respectively by the Pledgors.






	5.2	 	The Pledgors represent and warrant to the Pledgee that:






	 	5.2.1	 	The Pledgors are the legal owners of the Equity. The Pledgors will not pledge or
encumber the Equity to any other person except for the Pledgee.
	 
	 	5.2.2	 	The Pledgee shall not be interfered by any other party at any time once the
Pledgee obtains the right to exercise the rights of the Pledge in accordance with this
Agreement.
	 
	 	5.2.3	 	The Pledgee shall be entitled to dispose of and transfer or assign the Pledge in
accordance with this Agreement.





ARTICLE 6: COVENANTS AND UNDERTAKINGS





	6.1	 	The Pledgors jointly and severally covenant and undertake to the Pledgee that:






	 	6.1.1	 	During the term of this Agreement, the Pledgors covenant to the Pledgee for the
benefit of the Pledgee that the Pledgors shall:






	 	(1)	 	not transfer or assign the Equity, create or permit to
create any pledges which may have an adverse effect on the rights or benefits
of the Pledgee without prior written consent of the Pledgee except for the
equity transfer caused by the execution of the Option by the Pledgee;




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	 	(2)	 	comply with laws and regulations with respect to the pledge
of rights;
	 
	 	(3)	 	notify the Pledgee in a timely manner of any events or any
notices received which may affect the Equity or any part of their rights, and
any events or any notices received which may affect the Pledgors’ covenant
and obligations under this Agreement or which may affect the Pledgors’
performance of their obligations under this Agreement.






	 	6.1.2	 	The Pledgors agree that the right of exercising the Pledge obtained by the
Pledgee shall not be suspended or hampered through legal procedure by the Pledgors or
any successors of the Pledgors or any person authorized by the Pledgors or any other
person.
	 
	 	6.1.3	 	Where an exercise by the Pledgee of the Pledge in accordance with Article 8
hereof will result in an equity transfer, the Pledgors hereby undertake severally and/or
jointly that they waive the right of first refusal they are entitled to with respect to
the Equity transferred.
	 
	 	6.1.4	 	The Pledgors warrant to the Pledgee that in order to protect or perfect the
security over the repayment of the Loan, the Pledgors shall execute in good faith and
cause other parties who have interests in the Pledge to execute all the title
certificates, contracts, and/or perform and cause other parties who have interests to
take action as required by the Pledgee and facilitate any exercise of rights and
authorization vested in the Pledgee under this Agreement, and execute all documents with
respect to amending certificates of equity interests with the Pledgee or any person
designed by the Pledgee, and provide all notices, orders and decisions regarded as
necessary by the Pledgee to the Pledgee within a reasonable time period.
	 
	 	6.1.5	 	Any distribution, including but not limited to any loans, received by the
Pledgors as shareholders of Kewen Dangdang shall be fully remitted to the Pledgee
immediately.






	6.2	 	The Pledgee covenants and undertakes to the Pledgors that:






	 	6.2.1	 	The Pledgee shall strictly comply with applicable PRC laws and ensure that the
management and operation of the Pledgee and Dangdang Kewen shall not violate the
regulations and requirements as set forth by the authorities of administration for
commerce and industry, tax, telecommunication, culture, press and publication, quality
and




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	 	 	 	technology supervision, labor protection, social security and other governmental
authorities.






	 	6.2.2	 	The Pledgee shall hold harmless the Pledgors against any fines, damages, losses,
liabilities, claims and expenses as well as any related litigations, arbitrations or
other legal or administrative proceedings as a result of business operation by the
Pledgee and Dangdang Kewen and the Pledgee further warrants to the Pledgors that it
shall indemnify the Pledgors against any fines, damages, losses, liabilities, claims and
expenses incurred as a result of business operation by the Pledgee and Dangdang Kewen
and bear all expenses in such indemnification efforts.
	 
	 	6.2.3	 	The Pledgee shall provide necessary financial support to Dangdang Kewen to fund
any losses incurred by Dangdang Kewen during the term of Pledge and shall not request
for any repayment if Dangdang Kewen is unable to do so.





ARTICLE 7: EVENT OF DEFAULT





	7.1	 	The following events shall be regarded as an event of default:






	 	7.1.1	 	The Pledgors or Dangdang Kewen fail(s) to fully perform any of the Secured
Indebtedness in time under the Loan Agreement, the Amended and Restated Loan Agreement,
the Exclusive Technical Support Service Agreement, the Amended and Restated Exclusive
Technical Support Service Agreement, the Option Agreement or the Amended and Restated
Option Agreement;
	 
	 	7.1.2	 	The Pledgors make any material misleading or fraudulent representations or
warranties under Article 5 herein, and/or the Pledgors are in violation of any
warranties under Article 5 herein;
	 
	 	7.1.3	 	The Pledgors violate the covenants under Article 6 herein;
	 
	 	7.1.4	 	The Pledgors violate any terms and conditions herein;
	 
	 	7.1.5	 	The Pledgors’ external loan, security, compensation, covenants or any other
compensation liabilities (1) are required to be repaid or performed prior to the
scheduled due date; or (2) are due but can not be repaid or performed as scheduled and
thereby cause the Pledgee to deem that the Pledgors’ capacity to perform the obligations
herein has deteriorated;




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	 	7.1.6	 	The Pledgors are incapable of repaying general debts or other debts;
	 
	 	7.1.7	 	This Agreement becomes illegal for the reason of the promulgation of the related
laws or the Pledgors’ incapability of continuing to perform the obligations herein;
	 
	 	7.1.8	 	Any approval, permits, licenses or authorization from the competent authority of
the government needed to perform this Agreement or validate this Agreement are
withdrawn, suspended, invalidated or materially amended;
	 
	 	7.1.9	 	The properties of the Pledgors are adversely changed which cause the Pledgee to
deem that the capability of the Pledgors of performing the obligations herein has been
impacted;
	 
	 	7.1.10	 	The Pledgors default for the reason of violation of the obligations of act or omission
under other terms herein; or
	 
	 	7.1.11	 	Other circumstances whereby the Pledgors are incapable of exercising the right to
dispose of the Pledge in accordance with the related laws.






	7.2	 	The Pledgors shall give written notice to the Pledgee if the Pledgors are aware of or find
out that any event under Article 7.1 herein or any events that may result in the foregoing
events have happened.
	 
	7.3	 	Unless an event of default under Article 7.1 herein is solved to the Pledgee’s satisfaction,
the Pledgee, at any time when the event of default occurs or thereafter, may give written
notice of default to the Pledgors and require the Pledgors to immediately make full repayment
of the Loan or dispose of the Pledge in accordance with Article 8 herein.





ARTICLE 8: EXERCISE OF THE RIGHT OF THE PLEDGE





	8.1	 	The Pledgee shall give notice of default to the Pledgors when the Pledgee exercises the right
of Pledge for reason of default by the Pledgors.
	 
	8.2	 	Subject to Article 7.3, the Pledgee may exercise the right to dispose of the right of Pledge
at any time when the Pledgee give notice of default in accordance with Article 7.3 or
thereafter.
	 
	8.3	 	The Pledgee is entitled to transfer or assign full or a portion of the Equity herein in
accordance with legal procedure until the Loan is fully repaid.
	 
	8.4	 	The Pledgors shall not hinder the Pledgee from disposing of the Pledge in




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	 	 	accordance with this Agreement and shall give necessary assistance so that the Pledgee can
realize the Pledge.





ARTICLE 9: TRANSFER OR ASSIGNMENT





	9.1	 	The Pledgors shall not donate or transfer his rights and obligations herein without prior
written consent of the Pledgee.
	 
	9.2	 	This Agreement shall be valid and binding upon the successors of each of the Pledgors and the
Pledgee and third parties as designated by the Pledgee.
	 
	9.3	 	After the Pledgee is changed for the reason of the transfer or assignment, the parties to the
changed pledge shall reexecute a pledge contract.





ARTICLE 10: TERMINATION




This Agreement shall not be terminated until the full execution of the Option by the Pledgee and
thereafter the Pledgee shall revoke or terminate this Agreement within the earliest reasonably
possible time period.



ARTICLE 11: FEES AND OTHER EXPENDITURE




The Pledgee shall be responsible for all the fees and other expenditure in relation to this
Agreement, including but not limited to legal fees, costs, stamp tax and any other taxes and
charges. If the Pledgors shall pay any fees and other expenditure in accordance with the laws or
the relevant contracts, the Pledgee shall fully reimburse such fees and other expenditure paid by
the Pledgors.



ARTICLE 12: FORTH MAJEURE





	12.1	 	The event of force majeure refers to any event that the Pledgors and the Pledgee cannot
reasonably foresee at the time of conclusion of this Agreement, and the consequences of which
are neither avoidable nor controllable, including without limitation, any action or inaction
by the government or the armed forces, natural phenomena, earthquake, fire, water flood, riot
or war.
	 
	12.2	 	Neither the Pledgors nor the Pledgee to this Agreement shall be liable for its incapability
of performing the whole or part of the obligations of this Agreement if such incapability of
performance is attributable to an event of force majeure. However, the party that is affected
by the event of force majeure and consequently incapable of performance shall notify the other
party in writing the reason for such liability exemption within ten (10) days upon the
occurrence of such event. Furthermore, the affected party shall make reasonable efforts to
eliminate the impact of the event of force majeure.




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ARTICLE 13: GOVERNING LAW AND DISPUTE SETTLEMENT





	13.1	 	The conclusion, validity, interpretation, performance and the dispute resolution of this
Agreement shall be governed by the laws of PRC.
	 
	13.2	 	Any disputes arising from or relating to this Agreement shall be resolved through
consultation by the Pledgors and the Pledgee. In case of a failure to reach an agreement
through consultations within thirty (30) days of their occurrence, each of the Pledgors and
the Pledgee can submit the disputes to China International Economics and Trade Arbitration
Commission for arbitration in accordance with its Arbitration Rules in effect at the time of
the arbitration. The arbitration shall be held in Beijing and the language used will be
Chinese. The arbitral award shall be final and binding upon both the Pledgors and the Pledgee.





ARTICLE 14: NOTICE





	14.1	 	Unless otherwise designated in advance by the other party, any notices or other
correspondences among the Parties in connection with the performance of this Agreement shall
be delivered in person, by express mall, e-mail, facsimile or registered mail to the following
correspondence addresses and fax numbers:





	 	 	 
	Pledgee
	 	Beijing Dangdang Information Technology Co., Ltd.
	Address
	 	Floor 4, Sanli Plaza, No. 208 An
Ding Men Wai Avenue, Dongcheng District, Beijing, the PRC
	ZiP code
	 	100011
	Telephone
	 	8610-51234462
	Facsimile
	 	8610-64218783
	Contact Person
	 	Jing Gui
	E-mail
	 	guijing@dangdang.com
	 
	 	 
	Pledgor
	 	PeggyYu Yu
	Address
	 	Floor 4, C Building, No.5 Plaza,
No. 7 Chaoyang Men North Great Avenue, Dongcheng District, Beijing , the PRC
	Zip code
	 	100010
	Telephone
	 	8610-84191688
	Facsimile
	 	8610-84191685
	E-mail
	 	yuyu@dangdang.com
	 
	 	 
	 
	 	Guoqing Li
	Address
	 	Floor 4, C Building, No.5 Plaza,
No. 7 Chaoyang Men North Great Avenue, Dongcheng District, Beijing , the






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	 	PRC
	Zip code
	 	100010
	Telephone
	 	8610-84191688
	Facsimile
	 	8610-84191685
	E-mail
	 	liguoqing@dangdang.com







	14.2	 	Notices and correspondences shall be deemed to have been effectively delivered:






	 	14.2.1	 	at the exact time displayed in the corresponding transmission record, if delivered by
facsimile, unless such facsimile is sent after 5:00 pm or on a non-business day in the
place where it is received, in which case the date of receipt shall be deemed to be the
following business day;
	 
	 	14.2.2	 	on the date that the receiving party signs for the document, if delivered in person
(including express mail);
	 
	 	14.2.3	 	on the fifteenth (15th) day after the date shown on the registered mail receipt, if
sent by registered mail;
	 
	 	14.2.4	 	on the successful printing by the sender of a transmission report evidencing the
delivery of the relevant e-mail, if sent by e-mail.





ARTICLE 15: VERSION





	15.1	 	This Agreement and any amendments, modification, supplements, additions or changes hereto
shall be in writing and come into effect upon being executed and sealed by the Pledgors and
the Pledgee hereto.
	 
	15.2	 	This Agreement shall be made in Chinese version with English translation. In case of
discrepancies between the two versions, the Chinese version shall prevail. This Agreement
shall be executed in five (5) originals with one (1) original each for the Pledgors and the
Pledgee. Other originals of this Agreement shall be used in relation to conducting necessary
registration procedures.





[THE REMAINDER OF THIS PAGE IS ITENTIONALLY LEFT BLANK]




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[EXECUTION PAGE]




IN WITNESS WHEREOF, the Pledgee and the Pledgors or their respective authorized representatives
have caused this Agreement to be executed as of the date and in the place first here above
mentioned.



SIGNED by /s/ Guoqing Li

For and on behalf of

Pledgee: Beijing Dangdang Information Technology Co., Ltd. (Company chop)




Pledgor:




/s/ Peggy Yu Yu

Name: PeggyYu Yu




/s/ Guoqing Li

Name: Guoqing Li





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