AGREEMENT AND PLAN OF MERGER among DANGDANG HOLDING COMPANY LIMITED, DANGDANG MERGER COMPANY LIMITED and E-COMMERCE CHINA DANGDANG INC. Dated as of May 28, 2016Merger Agreement • May 31st, 2016 • E-Commerce China Dangdang Inc. • Retail-retail stores, nec • New York
AGREEMENT AND PLAN OF MERGER, dated as of May 28, 2016 (this “Agreement”), among Dangdang Holding Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), 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”), and E-Commerce China Dangdang Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).
LIMITED GUARANTEELimited Guarantee • May 31st, 2016 • E-Commerce China Dangdang Inc. • Retail-retail stores, nec • New York
This Limited Guarantee, dated as of May 28, 2016 (this “Limited Guarantee”), is made by Ms. Peggy Yu Yu and Mr. Guoqing Li (together with their respective successors and permitted assigns, the “Guarantors”, and each, a “Guarantor”), in favor of E-Commerce China Dangdang Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Reference is hereby made to the Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among the Guaranteed Party, Dangdang Holding Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”) and Dangdang Merger Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and wholly-owned subsidiary of Parent (“Merger Sub”). Capitalize
