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United States securities and exchange commission logo
September 8, 2023
Changlin Liang
Director and Chief Executive Officer
Dingdong (Cayman) Ltd
Building 1, 56 Fanchang Road
Shanghai, 20120
People’s Republic of China
Re:Dingdong (Cayman) Ltd
Form 20-F for the Fiscal Year Ended December 31, 2022
Filed March 22, 2023
File No. 001-40533
Dear Changlin Liang:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Introduction, page 1
1.We note that you have excluded Hong Kong and Macau from your definition of "China,"
yet it appears that you have a Hong Kong subsidiary.  Revise to clarify that the “legal and
operational” risks associated with operating in China also apply to operations in Hong
Kong/Macau.  This disclosure could appear in the definition itself or in an appropriate
discussion of legal and operational risks.
2.Revise to discuss the applicable laws and regulations in Hong Kong and/or Macau, as
applicable, as well as the related risks and consequences.  Disclose how regulatory actions
related to data security or anti-monopoly concerns in Hong Kong/Macau have or may
impact the company’s ability to conduct its business, accept foreign investment or list on a
U.S./foreign exchange.  Include risk factor disclosure explaining whether there are

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laws/regulations in Hong Kong/Macau that result in oversight over data security, how this
oversight impacts the company’s business and the offering, and to what extent the
company believes that it is compliant with the regulations or policies that have been
issued.
Item 3. Key Information
Our Corporate Structure, page 4
3.Please disclose prominently that you are not a Chinese operating company and that your
holding company structure involves unique risks to investors.  Disclose that investors may
never hold equity interests in the Chinese operating company.  Your disclosure should
acknowledge that Chinese regulatory authorities could disallow this structure, which
would likely result in a material change in your operations and/or a material change in the
value of your securities, including that it could cause the value of such securities to
significantly decline or become worthless.  Provide a cross reference to your detailed
discussion of risks facing the company and the offering as a result of this structure.
4.Include a diagram of the company’s corporate structure, identifying the person or entity
that owns the equity in each depicted entity.
The Holding Foreign Companies Accountable Act, page 4
5.Please revise to acknowledge here and elsewhere as appropriate that the Holding Foreign
Companies Accountable Act was amended by the Consolidated Appropriations Act,
2023.
Cash Flows through Our Organization, page 5
6.Include the disclosure in this section in Item 5. of your Form 20-F as well.
7.Revise to quantify any dividends or distributions that a subsidiary has made to the holding
company.  If no transfers have been made, so state.  Revise this section to include a cross-
reference to the consolidated financial statements.
8.Please amend your disclosure here and in the summary risk factors and risk factors
sections to state that, to the extent cash or assets in the business is in the PRC/Hong Kong
or a PRC/Hong Kong entity, the funds or assets may not be available to fund operations or
for other use outside of the PRC/Hong Kong due to interventions in or the imposition of
restrictions and limitations on the ability of you or your subsidiaries by the PRC
government to transfer cash or assets.  State that there is no assurance the PRC
government will not intervene in or impose restrictions on the ability of you or your
subsidiaries to transfer cash or assets.
9.To the extent you have cash management policies that dictate how funds are transferred
between you, your subsidiaries, or investors, summarize the policies and disclose the
source of such policies (e.g., whether they are contractual in nature, pursuant to

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regulations, etc.); alternatively, state that you have no such cash management policies that
dictate how funds are transferred.
Permissions Required from the PRC Authorities for Our Operations, page 5
10.Please revise to disclose each permission or approval that you and your subsidiaries are
required to obtain from Chinese authorities to operate your business and to offer securities
to foreign investors.  The disclosure here should not be qualified by materiality.  State
affirmatively whether you have received all requisite permissions or approvals and
whether any permissions or approvals have been denied.  Please also describe the
consequences to you and your investors if you or your subsidiaries: (i) do not receive or
maintain such permissions or approvals, (ii) inadvertently conclude that such permissions
or approvals are not required, or (iii) applicable laws, regulations, or interpretations
change and you are required to obtain such permissions or approvals in the future.
11.We note that you do not appear to have relied upon an opinion of counsel with respect to
your conclusions that you do not need CAC, CSRC, or any additional permissions and
approvals to operate your business and to offer securities to investors.  If true, state as
much and explain why such an opinion was not obtained.  Where you state that you are
not subject to CAC and CSRC approval, explain why that is the case and the basis on
which you made that determination.
D. Risk Factors
Summary of Risk Factors, page 6
12.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in China poses to investors.
In particular, describe the significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in the prospectus.  For
example, specifically discuss risks arising from the legal system in China, including risks
and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of the
securities you are registering for sale.  Acknowledge any risks that any actions by the
Chinese government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.

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Our business is subject to complex and evolving laws and regulations regarding privacy and data
protection..., page 16
13.Revise to explain to what extent you believe that you are compliant with the regulations or
policies that have been issued by the CAC to date.
The PCAOB had historically been unable to inspect our auditor..., page 27
14.We note your disclosure that your shares and ADSs would be prohibited from being
traded on a national securities exchange or in the over-the-counter trading market in the
United States if you are identified as a Commission-Identified Issuer for two consecutive
years in the future.  Update your disclosure to describe the potential consequences to you
if the PRC adopts positions at any time in the future that would prevent the PCAOB from
continuing to inspect or investigate completely accounting firms headquartered in
mainland China or Hong Kong.  The disclosure should recognize that the PCAOB can
restart its “inspection clock” if circumstances change and it no longer believes that it can
inspect China and Hong Kong-based auditors.
Certain judgments obtained against us by our shareholders may not be enforceable, page 42
15.Revise this risk factor to identify any directors, officers or members of senior management
located in the PRC/Hong Kong and address the challenges of bringing actions and
enforcing judgments or liabilities against such individuals. Also, please include a separate
"Enforceability" section that addresses whether or not investors may bring actions under
the civil liability provisions of the U.S. federal securities laws against you, your officers or
directors who are residents of a foreign country, and whether investors may enforce these
civil liability provisions when your assets, officers, and directors are located outside of the
United States.
Item 5. Operating and Financial Review and Prospects
Results of Operations, Year Ended December 31, 2022 Compared to Year Ended December 31,
2021, page 86
16.Please quantify factors primarily responsible for changes.  When a change is attributable
to more than one factor, please quantify each material component.  For example, we note
your discussion of operating costs and expenses and other operating loss, net identifies
underlying factors, often more than one, that caused changes in the various line items
without quantification.  Refer to Item 5 of Form 20-F and SEC Release No. 33-8350.
Item 15. Controls and Procedures, page 124
17.You concluded your internal controls over financial reporting were effective.  Please tell
us how you arrived at such a determination given your disclosure controls and procedures
were not effective.  Refer to SEC Release No. 33-8238.
18.Please disclose the framework used by management to evaluate the effectiveness of

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internal control over financial reporting as required by Item 15(b)(2) of Form 20-F.

Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection, page 127
19.We note your statement that you reviewed your register of members and public filings
made by your shareholders in connection with your required submission under paragraph
(a).  Please supplementally describe any additional materials that were reviewed and tell
us whether you relied upon any legal opinions or third party certifications such as
affidavits as the basis for your submission. In your response, please provide a similarly
detailed discussion of the materials reviewed and legal opinions or third party
certifications relied upon in connection with the required disclosures under paragraphs
(b)(2) and (3).
20.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm that none of the members of your board or the boards of your
consolidated foreign operating entities are officials of the Chinese Communist Party. For
instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your
determination.  In addition, please tell us whether you have relied upon third party
certifications such as affidavits as the basis for your disclosure.
21.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included
language that such disclosure is “to our best knowledge.” Please supplementally confirm
without qualification, if true, that your articles and the articles of your consolidated
foreign operating entities do not contain wording from any charter of the Chinese
Communist Party.
Item 18. Financial Statements, page 128
22.We note your disclosure that "The consolidated financial statements of Dingdong
(Cayman) Limited, its subsidiaries and its consolidated variable interest entities are
included at the end of this annual report," yet it does not appear that your organizational
structure involves any VIEs.  Please revise to clarify.
Exhibits 12.1 and 12.2, page 129
23.Your certifications do not include the language referring to internal control over financial
reporting that should appear in the introductory sentence of paragraph 4 of the Section 302
certifications. Please revise to include certifications conforming to the language as set
forth in Item 19 of Form 20-F.
Consolidated Financial Statements
Note 2. Summary of Principal Accounting Policies
Revenue Recognition, page F-15

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24.You state that revenue is not recognized for breakage or forfeiture of unused balances in
prepaid cards as they do not expire.  Please tell us how your accounting complies with
ASC 606-10-55-48.
Note 3. Revenue from contracts with customers, page F-22
25.We note you separately presented revenues for products and services on the income
statement in accordance with Regulation S-X Rule 5-03(b).  Please explain how you
considered further disaggregating your revenues in accordance with ASC 606-10-50-5.
For instance, explain whether you considered disaggregation by product categories
including fresh groceries, prepared food or private label products.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Scott Stringer at 202-551-3272 or Joel Parker at 202-551-3651 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jennifer Thompson at 202-551-3737 or Dan Morris at 202-551-3314 if you have any
questions about comments related to your status as a Commission-Identified Issuer during your
most recently completed fiscal year.  Please contact Taylor Beech at 202-551-4515 or Cara
Wirth at 202-551-7127 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services