[eLong, Inc. May 2, 2016 Shareholders of eLong, Inc. Re: Notice of Extraordinary General Meeting of Shareholders Dear Shareholder: You are cordially invited to attend an extraordinary general meeting of shareholders of eLong, Inc. (the Company) to be held on May 30, 2016 at 10:00 a.m. (Beijing Time). The meeting will be held at Xingke Plaza, Tower B, Third Floor,] []
[TABLE OF CONTENTS Page PART I 5 Item 1: Identity of Directors, Senior Management and Advisers 5 Item 2: Offer Statistics and Expected Timetable 5 Item 3: Key Information 5 Item 4: Information on the Company 20 Item 5: Operating and Financial Review and Prospects 32 Item 6: Directors, Senior Management and Employees 47 Item 7: Major Shareholders and Related] [Execution Copy Equity Interest Transfer Agreement Transferor “ ”) hereby enter into “Transferee 1. The Transferee at a price of RMB14 million fourteen million yuan only 2. The Transferee at a price of RMB14 million fourteen million yuan only 3. Transfer shall take place on September 7, 2015 This agreement shall take effect after being signed by the parties. This] [Execution Copy Equity Interest Transfer Agreement Transferor “ ”) enter into “Transferee According to the resolutions of general meeting of shareholders of Beijing eLong Information Technology Co., Ltd., Haochuan Ding (hereinafter referred to as the 1. The Transferee at a price of RMB2 million two million yuan only 2. The Transferee at a price of RMB2 million two million yuan] [Execution Copy Succession Agreement this “Agreement ( “PRC” This succession agreement (hereinafter referred to as Party A: eLong, Inc. th Address: 4 Authorized representative: Guangfu Cui Party B: eLongNet Information Technology (Beijing) Co., Ltd. Address: 10 Jiuxianqiao Road, Chaoyang District, Beijing Legal representative: Guangfu Cui Party C: Guangfu Cui s r c Address: Room 101, Entrance 2, Building 3, No.2] [Execution Copy Power of Attorney China Company I, Hao Jiang, a citizen of the People’s Republic of China (“ Authorize the Authorized Party to have full rights and authority to represent me, in my name as holder of 87.5% equity interest, according to law and the company’s articles of incorporation, to exercise any and all shareholder rights, including but not] [Execution Copy Power of Attorney China Company I, Rong Zhou, a citizen of the People’s Republic of China (“ Authorize the Authorized Party to have full rights and authority to represent me, in my name as holder of 12.5% equity interest, according to law and the company’s articles of incorporation, to exercise any and all shareholder rights, including but not] [Execution Copy Declaration and Undertaking To: eLongNet Information Technology (Beijing) Co., Ltd. (“WFOE”) No. 10 Middle Jiuxianqiao Road, Chaoyang District, Beijing eLong, Inc. th 4 Declaration and Undertaking This Hao Jiang (“Party A”) Residence: Room 601, Building No. 63, No. 316, Gumeixi Road, Minhang District, Shanghai ID No.: Shanshan Zhao (Spouse) (“Party B”) Residence: Room 27A, Buidling No. 8, No.] [Execution Copy Declaration and Undertaking To: eLongNet Information Technology (Beijing) Co., Ltd. (“WFOE”) No. 10 Middle Jiuxianqiao Road, Chaoyang District, Beijing eLong, Inc. th 4 Declaration and Undertaking This Rong Zhou (“Party A”) Residence: Room 101, Building No. 41, No. 300, Xiaxi Road, Changning District, Shanghai ID No.: Jiehui Niu (Spouse) (“Party B”) Residence: Room 801, Buidling No. 25, No.] [Eighth Amended and Restated Loan Agreement The Eighth Amended and Restated Loan Agreement is executed on September 7, 2015 by the following parties: eLong, Inc. (hereinafter “Party A”) Legal Address: Cayman, Cayman Islands Hao Jiang (hereinafter "Party B") Residence: ID No.: Rong Zhou (hereinafter "Party C") Residence: ID No.: eLongNet Information Technology (Beijing) Co., Ltd. (hereinafter “Party D”) Address: Each] [Execution Copy Equity Interests Pledge Agreement This Equity Interests Pledge Agreement (the “Agreement”) is entered into on the day of September 7, 2015 by and between the following parties: Pledgee eLongNet Information Technology (Beijing) Co., Ltd. Address: 10 Jiuxianqiao Road, Chaoyang District, Beijing Legal Representative: Guangfu Cui Pledgor Hao Jiang Address: Room 601, Building No. 63, No. 316, Gumeixi Road,] [Execution Copy Eighth Amended and Restated Business Operations Agreement This Eighth Amended and Restated Business Operations Agreement (the “Agreement”) is entered into on September 7, 2015 (the “Effective Date”) among the following parties: Party A: Address: Legal Representative: Party B: Address: Legal Representative: Party C: Residence: ID No.: Party D: Residence: ID No.: WHEREAS: (1) Party A is a wholly] [Execution Copy Eighth Amended and Restated Exclusive Purchase Right Agreement Party A: eLong, Inc. Registered Address: Party B (collectively): Hao Jiang ID No.: Address: Rong Zhou Address: ID No.: Party C: Beijing eLong Information Technology Co., Ltd. Registered Address: nd , Legal Representative: Party D: eLongNet Information Technology (Beijing) Co., Ltd. Registered Address: Legal Representative: Each party hereto shall be] [Execution Copy Equity Interest Transfer Agreement Transferor “ ”) hereby enter into this “Transferee 1. The Transferee at a price of RMB500,000 FIVE HUNDRED THOUSAND yuan only 2. The Transferee at a price of RMB500,000 FIVE HUNDRED THOUSAND yuan only 3. Transfer shall take place on September 7, 2015 This agreement shall take effect after being signed by the parties.] [57 Execution Copy Succession Agreement this “Agreement ( “PRC” This succession agreement (hereinafter referred to as Party A: eLong, Inc. th Address: 4 Authorized representative: Guangfu Cui Party B: eLongNet Information Technology (Beijing) Co., Ltd. Address: 10 Jiuxianqiao Road, Chaoyang District, Beijing Legal representative: Guangfu Cui Party C: Guangfu Cui s r c Address: Room 101, Entrance 2, Building 3,] [Power of Attorney China Company I, Hao Jiang, a citizen of the People’s Republic of China (“ Authorize the Authorized Party to have full rights and authority to represent me, in my name as holder of 1.67% equity interest, according to laws and company articles of incorporation, to exercise any and all shareholder rights, including but not limited to: the] [Declaration and Undertaking To eLongNet Information Technology (Beijing) Co., Ltd. (“WFOE”) No. 10 Middle Jiuxianqiao Road, Chaoyang District, Beijing eLong, Inc. th 4 Declaration and Undertaking This Hao Jiang (“Party A”) Residence: Room 601, Building No. 63, No. 316, Gumeixi Road, Minhang District, Shanghai ID No.: 310112197301070017 Shanshan Zhao (Spouse) (“Party B”) Residence: Room 27A, Buidling No. 8, No. 118] [Execution Copy Seventh Amended and Restated Loan Agreement The Seventh Amended and Restated Loan Agreement is executed on September 7, 2015 by the following parties: eLong, Inc. (“Party A”) Legal Address: Cayman, Cayman Islands Hao Jiang (“Party B”) Residence: ID No.: eLongNet Information Technology (Beijing) Co., Ltd. ("Party C") Legal Address: Legal Representative: Each party hereto shall be called a] [Execution Copy Equity Interests Pledge Agreement This Equity Interests Pledge Agreement (the “Agreement”) is entered into on the day of September 7, 2015 at Beijing by and between the following parties: Pledgee eLongNet Information Technology (Beijing) Co., Ltd. Address: 10 Jiuxianqiao Middle Road, Chaoyang District, Beijing Legal Representative: Guangfu Cui Pledgor Hao Jiang Address: Room 601, Building No. 63, No.] [Execution Copy Seventh Amended and Restated Business Operations Agreement This Seventh Amended and Restated Business Operations Agreement (the “Agreement”) is entered into on September 7, 2015 (the “Effective Date”) among the following parties: Party A: Address: Legal Representative: Party B: Address: nd Legal Representative: Party C: Address: ID No.: WHEREAS: (1) Party A is a wholly foreign-owned enterprise legally registered] [Execution Copy Seventh Amended and Restated Exclusive Purchase Right Agreement This Seventh Amended and Restated Exclusive Purchase Right Agreement (the “Agreement”) is entered into on September 7, 2015 among the following parties: Party A: eLong, Inc. Registered Address: Party B: Hao Jiang Address: ID No.: Party C: Beijing Asiamedia Interactive Advertising Co., Ltd. Registered Address: nd , Legal Representative: Party] [Employment Contract Party A: Hao Jiang Party B: July 7 2015 Party A: Legal representative: Guangfu Cui Party B: Hao Jiang Male Gender: Address: ID card No.: e ducational attainment: Bachelor Date of birth: Postcode:_______________ Tel: Shanghai Registered permanent residence: Whereas, 1. Party A has informed Party B of according to the facts, and Party B has acknowledged, his work] [Subsidiaries • eLongNet Information Technology (Beijing) Co., Ltd., a PRC company. • eLong Information Technology (Hefei) Co., Ltd., a PRC company. Consolidated Affiliated Entities • Beijing eLong Information Technology Co., Ltd., a PRC company. • Beijing eLong Air Services Co., Ltd., a PRC company. • Beijing eLong International Travel Co., Ltd., a PRC company. • Beijing Asia Media Interactive Advertising] [I, Hao Jiang, certify that: 1. I have reviewed this annual report on Form 20-F of eLong, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [I, Philip Yang, certify that: 1. I have reviewed this annual report on Form 20-F of eLong, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [eLong, Inc. Company Report (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2015 and results of operations of the Company for the year ended December 31, 2015. Hao Jiang Chief Executive Officer April 28, 2016] [eLong, Inc. Certification of Principal Financial Officer Company Report (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2015 and results of operations of the Company for the year ended December 31, 2015. Philip Yang Chief Financial Officer April 28, 2016] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: (1) Registration Statement (Form S-8 No. 333-126381), filed on July 5, 2005, pertaining to the eLong, Inc. Stock Option Plan dated April 18, 2001 and the eLong, Inc. Stock and Annual Incentive Plan dated July 23, 2004; (2) Registration Statement (Form] [Consent of DaHui Lawyers [Letterhead of DaHui Lawyers] April 28, 2016 eLong, Inc. Xingke Plaza, Tower B, Third Floor 10 Middle Jiuxianqiao Road Chaoyang District, Beijing 100015 People’s Republic of China Dear Sirs: Yours faithfully,]
[TABLE OF CONTENTS Page PART I 5 Item 1: Identity of Directors, Senior Management and Advisers 5 Item 2: Offer Statistics and Expected Timetable 5 Item 3: Key Information 5 Item 4: Information on the Company 20 Item 5: Operating and Financial Review and Prospects 32 Item 6: Directors, Senior Management and Employees 47 Item 7: Major Shareholders and Related] [Execution Copy Equity Interest Transfer Agreement Transferor “ ”) hereby enter into “Transferee 1. The Transferee at a price of RMB14 million fourteen million yuan only 2. The Transferee at a price of RMB14 million fourteen million yuan only 3. Transfer shall take place on September 7, 2015 This agreement shall take effect after being signed by the parties. This] [Execution Copy Equity Interest Transfer Agreement Transferor “ ”) enter into “Transferee According to the resolutions of general meeting of shareholders of Beijing eLong Information Technology Co., Ltd., Haochuan Ding (hereinafter referred to as the 1. The Transferee at a price of RMB2 million two million yuan only 2. The Transferee at a price of RMB2 million two million yuan] [Execution Copy Succession Agreement this “Agreement ( “PRC” This succession agreement (hereinafter referred to as Party A: eLong, Inc. th Address: 4 Authorized representative: Guangfu Cui Party B: eLongNet Information Technology (Beijing) Co., Ltd. Address: 10 Jiuxianqiao Road, Chaoyang District, Beijing Legal representative: Guangfu Cui Party C: Guangfu Cui s r c Address: Room 101, Entrance 2, Building 3, No.2] [Execution Copy Power of Attorney China Company I, Hao Jiang, a citizen of the People’s Republic of China (“ Authorize the Authorized Party to have full rights and authority to represent me, in my name as holder of 87.5% equity interest, according to law and the company’s articles of incorporation, to exercise any and all shareholder rights, including but not] [Execution Copy Power of Attorney China Company I, Rong Zhou, a citizen of the People’s Republic of China (“ Authorize the Authorized Party to have full rights and authority to represent me, in my name as holder of 12.5% equity interest, according to law and the company’s articles of incorporation, to exercise any and all shareholder rights, including but not] [Execution Copy Declaration and Undertaking To: eLongNet Information Technology (Beijing) Co., Ltd. (“WFOE”) No. 10 Middle Jiuxianqiao Road, Chaoyang District, Beijing eLong, Inc. th 4 Declaration and Undertaking This Hao Jiang (“Party A”) Residence: Room 601, Building No. 63, No. 316, Gumeixi Road, Minhang District, Shanghai ID No.: Shanshan Zhao (Spouse) (“Party B”) Residence: Room 27A, Buidling No. 8, No.] [Execution Copy Declaration and Undertaking To: eLongNet Information Technology (Beijing) Co., Ltd. (“WFOE”) No. 10 Middle Jiuxianqiao Road, Chaoyang District, Beijing eLong, Inc. th 4 Declaration and Undertaking This Rong Zhou (“Party A”) Residence: Room 101, Building No. 41, No. 300, Xiaxi Road, Changning District, Shanghai ID No.: Jiehui Niu (Spouse) (“Party B”) Residence: Room 801, Buidling No. 25, No.] [Eighth Amended and Restated Loan Agreement The Eighth Amended and Restated Loan Agreement is executed on September 7, 2015 by the following parties: eLong, Inc. (hereinafter “Party A”) Legal Address: Cayman, Cayman Islands Hao Jiang (hereinafter "Party B") Residence: ID No.: Rong Zhou (hereinafter "Party C") Residence: ID No.: eLongNet Information Technology (Beijing) Co., Ltd. (hereinafter “Party D”) Address: Each] [Execution Copy Equity Interests Pledge Agreement This Equity Interests Pledge Agreement (the “Agreement”) is entered into on the day of September 7, 2015 by and between the following parties: Pledgee eLongNet Information Technology (Beijing) Co., Ltd. Address: 10 Jiuxianqiao Road, Chaoyang District, Beijing Legal Representative: Guangfu Cui Pledgor Hao Jiang Address: Room 601, Building No. 63, No. 316, Gumeixi Road,] [Execution Copy Eighth Amended and Restated Business Operations Agreement This Eighth Amended and Restated Business Operations Agreement (the “Agreement”) is entered into on September 7, 2015 (the “Effective Date”) among the following parties: Party A: Address: Legal Representative: Party B: Address: Legal Representative: Party C: Residence: ID No.: Party D: Residence: ID No.: WHEREAS: (1) Party A is a wholly] [Execution Copy Eighth Amended and Restated Exclusive Purchase Right Agreement Party A: eLong, Inc. Registered Address: Party B (collectively): Hao Jiang ID No.: Address: Rong Zhou Address: ID No.: Party C: Beijing eLong Information Technology Co., Ltd. Registered Address: nd , Legal Representative: Party D: eLongNet Information Technology (Beijing) Co., Ltd. Registered Address: Legal Representative: Each party hereto shall be] [Execution Copy Equity Interest Transfer Agreement Transferor “ ”) hereby enter into this “Transferee 1. The Transferee at a price of RMB500,000 FIVE HUNDRED THOUSAND yuan only 2. The Transferee at a price of RMB500,000 FIVE HUNDRED THOUSAND yuan only 3. Transfer shall take place on September 7, 2015 This agreement shall take effect after being signed by the parties.] [57 Execution Copy Succession Agreement this “Agreement ( “PRC” This succession agreement (hereinafter referred to as Party A: eLong, Inc. th Address: 4 Authorized representative: Guangfu Cui Party B: eLongNet Information Technology (Beijing) Co., Ltd. Address: 10 Jiuxianqiao Road, Chaoyang District, Beijing Legal representative: Guangfu Cui Party C: Guangfu Cui s r c Address: Room 101, Entrance 2, Building 3,] [Power of Attorney China Company I, Hao Jiang, a citizen of the People’s Republic of China (“ Authorize the Authorized Party to have full rights and authority to represent me, in my name as holder of 1.67% equity interest, according to laws and company articles of incorporation, to exercise any and all shareholder rights, including but not limited to: the] [Declaration and Undertaking To eLongNet Information Technology (Beijing) Co., Ltd. (“WFOE”) No. 10 Middle Jiuxianqiao Road, Chaoyang District, Beijing eLong, Inc. th 4 Declaration and Undertaking This Hao Jiang (“Party A”) Residence: Room 601, Building No. 63, No. 316, Gumeixi Road, Minhang District, Shanghai ID No.: 310112197301070017 Shanshan Zhao (Spouse) (“Party B”) Residence: Room 27A, Buidling No. 8, No. 118] [Execution Copy Seventh Amended and Restated Loan Agreement The Seventh Amended and Restated Loan Agreement is executed on September 7, 2015 by the following parties: eLong, Inc. (“Party A”) Legal Address: Cayman, Cayman Islands Hao Jiang (“Party B”) Residence: ID No.: eLongNet Information Technology (Beijing) Co., Ltd. ("Party C") Legal Address: Legal Representative: Each party hereto shall be called a] [Execution Copy Equity Interests Pledge Agreement This Equity Interests Pledge Agreement (the “Agreement”) is entered into on the day of September 7, 2015 at Beijing by and between the following parties: Pledgee eLongNet Information Technology (Beijing) Co., Ltd. Address: 10 Jiuxianqiao Middle Road, Chaoyang District, Beijing Legal Representative: Guangfu Cui Pledgor Hao Jiang Address: Room 601, Building No. 63, No.] [Execution Copy Seventh Amended and Restated Business Operations Agreement This Seventh Amended and Restated Business Operations Agreement (the “Agreement”) is entered into on September 7, 2015 (the “Effective Date”) among the following parties: Party A: Address: Legal Representative: Party B: Address: nd Legal Representative: Party C: Address: ID No.: WHEREAS: (1) Party A is a wholly foreign-owned enterprise legally registered] [Execution Copy Seventh Amended and Restated Exclusive Purchase Right Agreement This Seventh Amended and Restated Exclusive Purchase Right Agreement (the “Agreement”) is entered into on September 7, 2015 among the following parties: Party A: eLong, Inc. Registered Address: Party B: Hao Jiang Address: ID No.: Party C: Beijing Asiamedia Interactive Advertising Co., Ltd. Registered Address: nd , Legal Representative: Party] [Employment Contract Party A: Hao Jiang Party B: July 7 2015 Party A: Legal representative: Guangfu Cui Party B: Hao Jiang Male Gender: Address: ID card No.: e ducational attainment: Bachelor Date of birth: Postcode:_______________ Tel: Shanghai Registered permanent residence: Whereas, 1. Party A has informed Party B of according to the facts, and Party B has acknowledged, his work] [Subsidiaries • eLongNet Information Technology (Beijing) Co., Ltd., a PRC company. • eLong Information Technology (Hefei) Co., Ltd., a PRC company. Consolidated Affiliated Entities • Beijing eLong Information Technology Co., Ltd., a PRC company. • Beijing eLong Air Services Co., Ltd., a PRC company. • Beijing eLong International Travel Co., Ltd., a PRC company. • Beijing Asia Media Interactive Advertising] [I, Hao Jiang, certify that: 1. I have reviewed this annual report on Form 20-F of eLong, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [I, Philip Yang, certify that: 1. I have reviewed this annual report on Form 20-F of eLong, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [eLong, Inc. Company Report (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2015 and results of operations of the Company for the year ended December 31, 2015. Hao Jiang Chief Executive Officer April 28, 2016] [eLong, Inc. Certification of Principal Financial Officer Company Report (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2015 and results of operations of the Company for the year ended December 31, 2015. Philip Yang Chief Financial Officer April 28, 2016] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: (1) Registration Statement (Form S-8 No. 333-126381), filed on July 5, 2005, pertaining to the eLong, Inc. Stock Option Plan dated April 18, 2001 and the eLong, Inc. Stock and Annual Incentive Plan dated July 23, 2004; (2) Registration Statement (Form] [Consent of DaHui Lawyers [Letterhead of DaHui Lawyers] April 28, 2016 eLong, Inc. Xingke Plaza, Tower B, Third Floor 10 Middle Jiuxianqiao Road Chaoyang District, Beijing 100015 People’s Republic of China Dear Sirs: Yours faithfully,]
[eLong, Inc. , 2016 Shareholders of eLong, Inc. Re: Notice of Extraordinary General Meeting of Shareholders Dear Shareholder: You are cordially invited to attend an extraordinary general meeting of shareholders of eLong, Inc. (the Company) to be held on , 2016 at a.m. (Hong Kong Time). The meeting will be held at Xingke Plaza, Tower B, Third Floor, 10 Middle] [eLong, Inc. Fairness Analysis Presented to the Special Committee of Independent Directors February 4, 2016 The information contained herein is of a confidential nature and is intended for the use of the persons or firm to whom it is furnished by us. Reproduction, publication, or dissemination of any portion hereof may not be made without prior approval of Duff &] []
[eLong, Inc. , 2016 Shareholders of eLong, Inc. Re: Notice of Extraordinary General Meeting of Shareholders Dear Shareholder: You are cordially invited to attend an extraordinary general meeting of shareholders of eLong, Inc. (the Company) to be held on , 2016 at a.m. (Hong Kong Time). The meeting will be held at Xingke Plaza, Tower B, Third Floor, 10 Middle] [eLong, Inc. Fairness Analysis Presented to the Special Committee of Independent Directors February 4, 2016 The information contained herein is of a confidential nature and is intended for the use of the persons or firm to whom it is furnished by us. Reproduction, publication, or dissemination of any portion hereof may not be made without prior approval of Duff &] []
[and Full Year eLong Reports Fourth Quarter BEIJING, March 16, 2016 /PRNewswire/ — eLong, Inc. (Nasdaq: ) (the “Company” or “eLong”), a leading mobile and online travel service provider in China, today reported unaudited financial results for the fourth quarter and full year ended December 31, 2015. Highlights – Fourth Quarter 2015 n Accommodation reservation 1 room nights stayed in] []
[and Full Year eLong Reports Fourth Quarter BEIJING, March 16, 2016 /PRNewswire/ — eLong, Inc. (Nasdaq: ) (the “Company” or “eLong”), a leading mobile and online travel service provider in China, today reported unaudited financial results for the fourth quarter and full year ended December 31, 2015. Highlights – Fourth Quarter 2015 n Accommodation reservation 1 room nights stayed in] []
[eLong, Inc. , 2016 Shareholders of eLong, Inc. Re: Notice of Extraordinary General Meeting of Shareholders Dear Shareholder: You are cordially invited to attend an extraordinary general meeting of shareholders of eLong, Inc. (the Company) to be held on , 2016 at a.m. (Hong Kong Time). The meeting will be held at Xingke Plaza, Tower B, Third Floor, 10 Middle] [EQUITY COMMITMENT LETTER Tencent Asset Management Limited February 4, 2016 China E-dragon Holdings Limited Ladies and Gentlemen: Merger Agreement Merger Sub Company Merger Other Sponsor Other Sponsor Equity Commitment Letter Sponsor Commitment Contribution Commitment 1. 1 Conditions 2. Limited Guarantee Limited Guarantee 3. Enforceability provided Section 6 Company Third Party Beneficiary Rights 4. No Modification; Entire Agreement 5. 2 Governing] [EQUITY COMMITMENT LETTER Ocean Imagination L.P. February 4, 2016 China E-dragon Holdings Limited Ladies and Gentlemen: Merger Agreement Merger Sub Company Merger Other Sponsor Other Sponsor Equity Commitment Letter Sponsor Commitment Contribution Commitment 1. Conditions 2. 1 to consummate the Transactions (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the] [EQUITY COMMITMENT LETTER SEAGULL LIMITED February 4, 2016 China E-dragon Holdings Limited Ladies and Gentlemen: Merger Agreement Merger Sub Company Merger Other Sponsor Other Sponsor Equity Commitment Letter Sponsor Commitment Contribution Commitment 1. Conditions 2. 1 Closing, but subject to the prior or substantially concurrent satisfaction or waiver of such conditions), (c) the substantially contemporaneous consummation of the Closing, and] [EQUITY COMMITMENT LETTER JIANG HAO ( February 4, 2016 China E-dragon Holdings Limited Ladies and Gentlemen: Merger Agreement Merger Sub Company Merger Other Sponsor Other Sponsor Equity Commitment Letter Sponsor Commitment Contribution Commitment 1. 1 Conditions 2. Limited Guarantee 3. Enforceability provided Section 6 Company Third Party Beneficiary Rights 4. No Modification; Entire Agreement 5. 2 Governing Law; Jurisdiction 6.] [EQUITY COMMITMENT LETTER ZHOU RONG( February 4, 2016 China E-dragon Holdings Limited Ladies and Gentlemen: Merger Agreement Merger Sub Company Merger Other Sponsor Other Sponsor Equity Commitment Letter Sponsor Commitment Contribution Commitment 1. Conditions 2. 1 substantially contemporaneous consummation of the Closing, and (d) simultaneous funding of the contributions by the Other Sponsors contemplated by the Other Sponsor Equity Commitment] [eLong, Inc. Fairness Analysis Presented to the Special Committee of Independent Directors February 4, 2016 The information contained herein is of a confidential nature and is intended for the use of the persons or firm to whom it is furnished by us. Reproduction, publication, or dissemination of any portion hereof may not be made without prior approval of Duff &] [This statement is filed in connection with (check the appropriate box):]
[eLong, Inc. , 2016 Shareholders of eLong, Inc. Re: Notice of Extraordinary General Meeting of Shareholders Dear Shareholder: You are cordially invited to attend an extraordinary general meeting of shareholders of eLong, Inc. (the Company) to be held on , 2016 at a.m. (Hong Kong Time). The meeting will be held at Xingke Plaza, Tower B, Third Floor, 10 Middle] [EQUITY COMMITMENT LETTER Tencent Asset Management Limited February 4, 2016 China E-dragon Holdings Limited Ladies and Gentlemen: Merger Agreement Merger Sub Company Merger Other Sponsor Other Sponsor Equity Commitment Letter Sponsor Commitment Contribution Commitment 1. 1 Conditions 2. Limited Guarantee Limited Guarantee 3. Enforceability provided Section 6 Company Third Party Beneficiary Rights 4. No Modification; Entire Agreement 5. 2 Governing] [EQUITY COMMITMENT LETTER Ocean Imagination L.P. February 4, 2016 China E-dragon Holdings Limited Ladies and Gentlemen: Merger Agreement Merger Sub Company Merger Other Sponsor Other Sponsor Equity Commitment Letter Sponsor Commitment Contribution Commitment 1. Conditions 2. 1 to consummate the Transactions (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the] [EQUITY COMMITMENT LETTER SEAGULL LIMITED February 4, 2016 China E-dragon Holdings Limited Ladies and Gentlemen: Merger Agreement Merger Sub Company Merger Other Sponsor Other Sponsor Equity Commitment Letter Sponsor Commitment Contribution Commitment 1. Conditions 2. 1 Closing, but subject to the prior or substantially concurrent satisfaction or waiver of such conditions), (c) the substantially contemporaneous consummation of the Closing, and] [EQUITY COMMITMENT LETTER JIANG HAO ( February 4, 2016 China E-dragon Holdings Limited Ladies and Gentlemen: Merger Agreement Merger Sub Company Merger Other Sponsor Other Sponsor Equity Commitment Letter Sponsor Commitment Contribution Commitment 1. 1 Conditions 2. Limited Guarantee 3. Enforceability provided Section 6 Company Third Party Beneficiary Rights 4. No Modification; Entire Agreement 5. 2 Governing Law; Jurisdiction 6.] [EQUITY COMMITMENT LETTER ZHOU RONG( February 4, 2016 China E-dragon Holdings Limited Ladies and Gentlemen: Merger Agreement Merger Sub Company Merger Other Sponsor Other Sponsor Equity Commitment Letter Sponsor Commitment Contribution Commitment 1. Conditions 2. 1 substantially contemporaneous consummation of the Closing, and (d) simultaneous funding of the contributions by the Other Sponsors contemplated by the Other Sponsor Equity Commitment] [eLong, Inc. Fairness Analysis Presented to the Special Committee of Independent Directors February 4, 2016 The information contained herein is of a confidential nature and is intended for the use of the persons or firm to whom it is furnished by us. Reproduction, publication, or dissemination of any portion hereof may not be made without prior approval of Duff &] [This statement is filed in connection with (check the appropriate box):]
[SCHEDULE 13G/A (Amendment No. 1)* eLong, Inc. (Name of Issuer) American Depositary Shares, each representing two Ordinary Shares, par value $0.01 per ordinary share (Title of Class of Securities) 290138205 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) o x o Note * CUSIP NO.: 290138205 (1) NAME OF REPORTING PERSON: HG Vora Special]
