UMC [UNITED MICROELECTRONICS] 20-F: (Original Filing)

[UNITED MICROELECTRONICS CORPORATION FORM 20-F ANNUAL REPORT FISCAL YEAR ENDED DECEMBER 31, 2012 Page SUPPLEMENTAL INFORMATION 1 PART I 3 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THE COMPANY 23 ITEM 4A. UNRESOLVED STAFF COMMENTS 40 ITEM 5. OPERATING AND] [Articles of Incorporation of United Microelectronics Corporation Last Updated: June 15, 2011 Section I General Provisions Article 1 The Company shall be incorporated as a company limited by shares under the Company Law and its name shall be “United Microelectronics Corporation.” Article 2 The scope of business of the Company shall be as follow: 1. Integrated circuits; 2. Various semiconductor] [List of Significant Subsidiaries of United Microelectronics Corporation Company Jurisdiction of Percentage of Ownership UMC Group (USA) California, U.S.A. 100.00 % United Microelectronics (Europe) B.V. The Netherlands 100.00 % UMC Capital Corp. Cayman Islands 100.00 % TLC Capital Co., Ltd. Taiwan, R.O.C. 100.00 % UMC New Business Investment Corp. Taiwan, R.O.C. 100.00 % Green Earth Limited Samoa 100.00 % Fortune] [CERTIFICATION OF OUR CHIEF EXECUTIVE OFFICER I, Po-Wen Yen, certify that: 1. I have reviewed this annual report on Form 20-F of United Microelectronics Corporation; 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] [CERTIFICATION OF OUR CHIEF FINANCIAL OFFICER I, Chitung Liu, certify that: 1. I have reviewed this annual report on Form 20-F of United Microelectronics Corporation; 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] [CERTIFICATION OF PERIODIC FINANCIAL REPORT 1. 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Po-Wen Yen Chief Executive Officer * EX-13.1 6 d525083dex131.htm EX-13.1] [CERTIFICATION OF PERIODIC FINANCIAL REPORT 1. 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Chitung Liu Chief Financial Officer * EX-13.2 7 d525083dex132.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the following Registration Statements pertaining to the employee stock option plans of United Microelectronics Corporation: 1. Registration Statement (Form S-8 No. 333-102605) pertaining to the Employee Stock Option Plan, 2. Registration Statement (Form S-8 No.333-126889) pertaining to the Employee Stock Option Plan and the 2004]

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NOAH [Noahs] 20-F: (Original Filing)

[INTRODUCTION 1 PARTI 2 ITEM1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT ANDVISERS 2 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 2 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THEMPANY 30 ITEM4A. UNRESOLVED STAFFMMENTS 53 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 53 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES] [Extension of Entrust Loanreement STYLE="font-family:Times New Roman" SIZE="2"> Entrusting Party: Shanghai Noah Rongyao Investmentnsulting (Party A) Lender: Shanghai Branch of China Minsheng Bank (Party B) Borrower: Jingbo Wang (Party C) Party A and Party B have entered into an entrust loanreement on June25, 2009 (contract number of GONG WEII ZI NO.02022009207700), and Party B and] [Extension of Entrust Loanreement STYLE="font-family:Times New Roman" SIZE="2"> Entrusting Party: Shanghai Noah Rongyao Investmentnsulting (Party A) Lender: Shanghai Branch of China Minsheng Bank (Party B) Borrower: Zhe Yin (Party C) Party A and Party B have entered into an entrust loanreement on June25, 2009 (contract number of GONG WEII ZI NO.02022009208000), and Party B and] [Extension of Entrust Loanreement STYLE="font-family:Times New Roman" SIZE="2"> Entrusting Party: Shanghai Noah Rongyao Investmentnsulting (Party A) Lender: Shanghai Branch of China Minsheng Bank (Party B) Borrower: Boquan He (Party C) Party A and Party B have entered into an entrust loanreement on June25, 2009 (contract number of GONG WEII ZI NO.02022009207500), and Party B and] [Extension of Entrust Loanreement STYLE="font-family:Times New Roman" SIZE="2"> Entrusting Party: Shanghai Noah Rongyao Investmentnsulting (Party A) Lender: Shanghai Branch of China Minsheng Bank (Party B) Borrower: Yan Wei (Party C) Party A and Party B have entered into an entrust loanreement on June25, 2009 (contract number of GONG WEII ZI NO.02022009207900), and Party B and] [Extension of Entrust Loanreement STYLE="font-family:Times New Roman" SIZE="2"> Entrusting Party: Shanghai Noah Rongyao Investmentnsulting (Party A) Lender: Shanghai Branch of China Minsheng Bank (Party B) Borrower: Qianghua Yan (Party C) Party A and Party B have entered into an entrust loanreements on June25, 2009 (contract number of GONG WEII ZI NO.02022009207800), and Party B and] [Extension of Entrust Loanreement STYLE="font-family:Times New Roman" SIZE="2"> Entrusting Party: Shanghai Noah Rongyao Investmentnsulting (Party A) Lender: Shanghai Branch of China Minsheng Bank (Party B) Borrower: Xinjuan Zhang (Party C) Party A and Party B have entered into an entrust loanreement on June25, 2009 (contract number of GONG WEII ZI NO.02022009207600), and Party B and] [List of Significantnsolidated Entities of Noahs Limited* STYLE="font-family:Times New Roman" SIZE="2"> Name Jurisdictionof Relationship Noah Private Wealth Management (Hong Kong) Limited Hong Kong Wholly-owned subsidiary Noahs (Hong Kong) Limited Hong Kong Wholly-owned subsidiary Shanghai Noah Financial Services STYLE="vertical-align:baseline; position:relative; bottom:.8ex">(1) China Wholly-owned subsidiary Shanghai Rongyao Information Technology] [STYLE="font-family:Times New Roman" SIZE="2"> I, Jingbo Wang, certify that: 1. I have reviewed this annual report on Form 20-F of Noahs Limited; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [Certification by the Principal Financial Officer STYLE="font-family:Times New Roman" SIZE="2"> I, Tao Thomas Wu, certify that: 1. I have reviewed this annual report on Form 20-F of Noahs Limited; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make] [STYLE="font-family:Times New Roman" SIZE="2"> (1) (2) The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. Jingbo Wang Chief Executive Officer EX-13.1 d464345dex131.htm 11 EX-13.1] [Certification by the Principal Financial Officer STYLE="font-family:Times New Roman" SIZE="2"> (1) (2) The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. Tao Thomas Wu Chief Financial Officer EX-13.2 d464345dex132.htm 12 EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM STYLE="font-family:Times New Roman" SIZE="2"> Wensent to theorporation by reference in Registration Statement No.333-171541 on Form S-8 of our reportsted April 26, 2013, relating to the financial statements and financial statementhedule of Noahs Limited, and the effectiveness of Noahs Limiteds internalntrol over financial reporting, appearing in this Annual Report] [April 26, 2013 STYLE="font-family:Times New Roman" SIZE="2">Noahs Limited 6th Floor, Times Finance Center No.68 Middle Yincheng Road Pudong, Shanghai 200120 Peoples Republic of China STYLE="font-family:Times New Roman" SIZE="2">Dear Sirs, Yours faithfully, Zhong Lun Law Firm EX-15.2 d464345dex152.htm 14 EX-15.2]

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CSUN [China Sunergy] 20-F:

[] [CSUN Silicon Wafers (Materials) Purchase Contract Contract No.: NPM11118627 Jiangning District, Nanjing Seller: CEEG (Nanjing) Semiconductor Co., Ltd. Buyer: China Sunergy (Nanjing) Co., Ltd. Address: No.6, Shuige Road, Jiangning Economic & Technological Development Zone, Nanjing Address: No.123, Focheng West Road, Jiangning Economic & Technological Development Zone, Nanjing Contact person of Contract: Zhang Yang Contact person of Contract: Yuan Xueping Contact] [CSUN Silicon Wafers(Materials) Purchase Contract Contract No.: NPM11118628 Jiangning District, Nanjing Seller: CEEG (Nanjing) Semiconductor Co., Ltd. Buyer: China Sunergy (Nanjing) Co., Ltd. Address: No.6, Shuige Road, Jiangning Economic & Technological Development Zone, Nanjing Address: No.123, Focheng West Road, Jiangning Economic & Technological Development Zone, Nanjing Contact person of Contract: Zhang Yang Contact person of Contract: Yuan Xueping Contact No.:] [CSUN Silicon Wafers(Materials) Purchase Contract Contract No.: NPM11118629 Jiangning District, Nanjing Seller: CEEG (Nanjing) Semiconductor Co., Ltd. Buyer: China Sunergy (Nanjing) Co., Ltd. Address: No.6, Shuige Road, Jiangning Economic & Technological Development Zone, Nanjing Address: No.123, Focheng West Road, Jiangning Economic & Technological Development Zone, Nanjing Contact person of Contract: Zhang Yang Contact person of Contract: Yuan Xueping Contact No.:] [CSUN Silicon Wafers(Materials) Purchase Contract Contract No.: NPM11118630 Jiangning District, Nanjing Seller: CEEG (Nanjing) Semiconductor Co., Ltd. Buyer: China Sunergy (Nanjing) Co., Ltd. Address: No.6, Shuige Road, Jiangning Economic & Technological Development Zone, Nanjing Address: No.123, Focheng West Road, Jiangning Economic & Technological Development Zone, Nanjing Contact person of Contract: Zhang Yang Contact person of Contract: Yuan Xueping Contact No.:] [CSUN Silicon Wafers(Materials) Purchase Contract Contract No.: NPM11118631 Jiangning District, Nanjing Seller: CEEG (Nanjing) Semiconductor Co., Ltd. Buyer: China Sunergy (Nanjing) Co., Ltd. Address: No.6, Shuige Road, Jiangning Economic & Technological Development Zone, Nanjing Address: No.123, Focheng West Road, Jiangning Economic & Technological Development Zone, Nanjing Contact person of Contract: Zhang Yang Contact person of Contract: Yuan Xueping Contact No.:] [CSUN Silicon Wafers(Materials) Purchase Contract Contract No.: NPM11118626 Jiangning District, Nanjing Seller: CEEG (Nanjing) Semiconductor Co., Ltd. Buyer: China Sunergy (Nanjing) Co., Ltd. Address: No.6, Shuige Road, Jiangning Economic & Technological Development Zone, Nanjing Address: No.123, Focheng West Road, Jiangning Economic & Technological Development Zone, Nanjing Contact person of Contract: Zhang Yang Contact person of Contract: Yuan Xueping Contact No.:] [Supplementary Agreement Lessor (Party A): CEEG (Nanjing) Special Transformer Co., Ltd. Lessee (Party B): CEEG (Nanjing) New Energy Co., Ltd 1. The leasing term of the original leasing agreement expires on 30 April, 2014. 2. The unperformed portion of the original leasing agreement is terminated starting from January 1, 2012. 3. Both parties agree not to hold the other party] [Supplementary Agreement Lessor (Party A): CEEG (Nanjing) Special Transformer Co., Ltd. Lessee (Party B): China Sunergy (Nanjing) Co., Ltd. 1. The leasing term of the original leasing agreement expires on 30 September, 2014. 2. The unperformed portion of the original leasing agreement is terminated starting from January 1, 2012. 3. Both parties agree not to hold the other party accountable] [Product Procurement Contract Seller: CEEG Nanjing Renewable Energy Co., Ltd. Contract No.: XSP12079 Date of signing: May 18, 2012 Buyer: CEEG Nanjing Solar Energy Research Institute Contract Law of the People's Republic of China Through friendly consultations and in accordance with the I. Goods and Price Product Quantity Unit price (including Amount name Brand Specification/Model Piece W RMB/W RMB/Piece tax)] [Product Procurement Contract Seller: CEEG Nanjing Renewable Energy Co., Ltd. Contract No.: XSP12080 Date of signing: May 18, 2012 Buyer: CEEG Nanjing Solar Energy Research Institute Contract Law of the People's Republic of China Through friendly consultations and in accordance with the I. Goods and Price Product Quantity Unit price (including Amount name Brand Specification/Model W RMB/W RMB/Piece tax) Wafer] [Loan Agreement Party A: CEEG (Nanjing) Semiconductor Co., Ltd. Legal representative: Authorized agent: Company address: Contact number: Post code: Party B: China Sunergy (Nanjing) Co., Ltd. Legal representative: Authorized agent: Company address: Contact number: Post code: In order to meet the needs for Party B’s business operation and under the principles of equality, voluntary and good faith, Party A and] [No.: Guarantee Contract Important Notes The guarantor shall carefully read the whole text of the contract, especially articles indicated with the mark▲▲. In case of any doubts, please submit them to the Creditor in time for explanations. Jiangsu Xinde Asset Management Co., Ltd. Guarantor: Lu Tingxiu Legal representative (principal): Certificate type: Legal (household register) address: No.6 Shuige Road, Jiangning Development] [No.: Guarantee Contract Important Notes The guarantor shall carefully read the whole text of the contract, especially articles indicated with the mark▲▲. In case of any doubts, please submit them to the Creditor in time for explanations. Jiangsu Xinde Asset Management Co., Ltd. Guarantor: Lu Tingxiu Legal representative (principal): Certificate type:______ Certificate No.: Legal (household register) address: No.6 Shuige Road,] [No.: Guarantee Contract Important Notes The guarantor shall carefully read the whole text of the contract, especialy articles indicated with the mark▲▲. In case of any doubts, please submit them to the Creditor in time for explanations. Jiangsu Xinde Asset Management Co., Ltd. Guarantor: Lu Tingxiu Legal representative (principal): Certificate type:______ Certificate No.: Legal (household register) address: No.6 Shuige Road,] [No.: Guarantee Contract Important Notes The guarantor shall carefully read the whole text of the contract, especially articles indicated with the mark▲▲. In case of any doubts, please submit them to the Creditor in time for explanations. Jiangsu Xinde Asset Management Co., Ltd. Guarantor: Lu Tingxiu Legal representative (principal): Certificate type:______ Certificate No.: Legal (household register) address: No.6 Shuige Road,] [No.: Guarantee Contract Important Notes The guarantor shall carefully read the whole text of the contract, especially articles indicated with the mark▲▲. In case of any doubts, please submit them to the Creditor in time for explanations. Jiangsu Xinde Asset Management Co., Ltd. Guarantor: Lu Tingxiu Legal representative (principal): Certificate type:______ Certificate No.: Legal (household register) address: No.6 Shuige Road,] [Letter of Support TO THE BOARD OF DIRECTORS OF CHINA SUNERGY CO., LTD. The details of our agreed financial support to China Sunergy include the following 1. We agree that China Sunergy does NOT have to repay us the amount owed as of March 31, 2013 to CEEG Group, and its subsidiary, CEEG (Nanjing) Semiconductor Co., Ltd. before January 1,] [Loan Agreement Contract No: Signing Place: Party A: CEEG (Nanjing) Semiconductor Co., Ltd. Legal representative: Lu Tingxiu Authorized agent: Company address: No.6 Shuige Road, Jiangning Economic and Technology Zone Contact number: 025-52095899 Post code: 211100 Party B: China Sunergy (Nanjing) Co., Ltd. Legal representative: Lu Tingxiu Authorized agent: Company address: No. 123 Focheng West Road, Jiangning Economic and Technology Zone] [1. China Sunergy Co., Ltd., incorporated in the British Virgin Islands. 2. China Sunergy (Hong Kong) Co., Limited., incorporated in Hong Kong. 3. China Sunergy (Nanjing) Co., Ltd., incorporated in the People’s Republic of China. 4. China Sunergy Europe GmbH, incorporated in Germany. 5. China Sunergy (Shanghai) Co., Ltd., incorporated in the People’s Republic of China. 6. CEEG (Shanghai) Solar] [Certification by the Chief Executive Officer I, Stephen Zhifang Cai, certify that: 1. I have reviewed this annual report on Form 20-F of China Sunergy Co., Ltd. (the “Company”); 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] [Certification by the Chief Financial Officer I, Yongfei Chen, certify that: 1. I have reviewed this annual report on Form 20-F of China Sunergy Co., Ltd. (the “Company”); 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] [Certification by the Chief Executive Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Stephen Zhifang Cai Chief Executive Officer] [Certification by the Chief Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Yongfei Chen Chief Financial Officer] [April 26, 2013 China Sunergy Co., Ltd. No. 123 Focheng West Road Jiangning Economic & Technical Development Zone Nanjing China Dear Sirs, Re: China Sunergy Co., Ltd. (the “Company”) Annual Report on Form 20-F Yours faithfully, Conyers Dill & Pearman (Cayman) Limited] [Consent of Jun He Law offices, PRC Counsel April 26, 2013 CHINA SUNERGY CO., LTD. No. 123 Focheng West Road Jiangning Economic & Technical Development Zone, Nanjing People’s Republic of China Dear Sir or Madam: We hereby consent to the references to us by CHINA SUNERGY CO., LTD. (“the Company”) under the heading “Risks Related to Doing Business in China”] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-148125 on Form S-8 and in Registration Statement No. 333-151518 on Form F-3 of our reports dated April 26, 2013, relating to the consolidated financial statements and financial statement schedule of China Sunergy Co., Ltd, appearing in the Annual Report on Form]

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UMC [UNITED MICROELECTRONICS] 20-F: UNITED MICROELECTRONICS CORPORATION FORM 20-F ANNUAL REPORT FISCAL

[UNITED MICROELECTRONICS CORPORATION FORM 20-F ANNUAL REPORT FISCAL YEAR ENDED DECEMBER 31, 2012 Page SUPPLEMENTAL INFORMATION 1 PART I 3 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THE COMPANY 23 ITEM 4A. UNRESOLVED STAFF COMMENTS 40 ITEM 5. OPERATING AND] [Articles of Incorporation of United Microelectronics Corporation Last Updated: June 15, 2011 Section I General Provisions Article 1 The Company shall be incorporated as a company limited by shares under the Company Law and its name shall be “United Microelectronics Corporation.” Article 2 The scope of business of the Company shall be as follow: 1. Integrated circuits; 2. Various semiconductor] [List of Significant Subsidiaries of United Microelectronics Corporation Company Jurisdiction of Percentage of Ownership UMC Group (USA) California, U.S.A. 100.00 % United Microelectronics (Europe) B.V. The Netherlands 100.00 % UMC Capital Corp. Cayman Islands 100.00 % TLC Capital Co., Ltd. Taiwan, R.O.C. 100.00 % UMC New Business Investment Corp. Taiwan, R.O.C. 100.00 % Green Earth Limited Samoa 100.00 % Fortune] [CERTIFICATION OF OUR CHIEF EXECUTIVE OFFICER I, Po-Wen Yen, certify that: 1. I have reviewed this annual report on Form 20-F of United Microelectronics Corporation; 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] [CERTIFICATION OF OUR CHIEF FINANCIAL OFFICER I, Chitung Liu, certify that: 1. I have reviewed this annual report on Form 20-F of United Microelectronics Corporation; 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] [CERTIFICATION OF PERIODIC FINANCIAL REPORT 1. 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Po-Wen Yen Chief Executive Officer * EX-13.1 6 d525083dex131.htm EX-13.1] [CERTIFICATION OF PERIODIC FINANCIAL REPORT 1. 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Chitung Liu Chief Financial Officer * EX-13.2 7 d525083dex132.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the following Registration Statements pertaining to the employee stock option plans of United Microelectronics Corporation: 1. Registration Statement (Form S-8 No. 333-102605) pertaining to the Employee Stock Option Plan, 2. Registration Statement (Form S-8 No.333-126889) pertaining to the Employee Stock Option Plan and the 2004]

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LONG [eLong,] 20-F: (Original Filing)

[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 23] [Confidential AMENDMENT TO EMPLOYMENT AGREEMENT Company Employee Employment Agreement WHEREAS, eLong, Inc. (the “ WHEREAS, after consultation, the Company and the Employee wish to further amend certain terms of the Employment Agreement. Amendment NOW, THEREFORE, the Company and the Employee enter into this Amendment to Employment Agreement (the “ Annex 2 1. Section 3(b) 2. provided that “If the Compensation] [Execution Copy Power of Attorney China Company I, Guangfu Cui, 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 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 Guangfu Cui (“Party A”) Residence: No.1, Xiang Hongqi Street, Haidian District, Beijing ID No.: Chunhua Huang (Spouse) (“Party B”) Residence: No.1, Xiang Hongqi Street, Haidian District, Beijing ID Number: Whereas: Party] [Execution Copy Power of Attorney China Company I, Xie Zhen, 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 Zhen Xie (“Party A”) Residence: No. 68, Court 600, Yingkou Street, Yangpu District, Shanghai ID No.: Haiyan Shen (Spouse) (“Party B”) Residence: No. 68, Court 600, Yingkou Street, Yangpu District, Shanghai] [Execution Copy Sixth Amended and Restated Loan Agreement The Sixth Amended and Restated Loan Agreement is executed on December 26, 2012 by the following parties: eLong, Inc. (hereinafter “Party A”) Legal Address: Cayman, Cayman Islands Guangfu Cui (hereinafter “Party B”) Residence: ID No.: Zhen Xie (hereinafter “Party C”) Residence: ID No.: Each party hereto shall be called a “Party” and] [Execution Copy Equity Interests Pledge Agreement This Equity Interests Pledge Agreement (the “Agreement”) is entered into on the day of December 26, 2012 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 Guangfu Cui Address: No.1, Xiang Hongqi Street, Haidian District, Beijing ID No.:] [Execution Copy Sixth Amended and Restated Exclusive Purchase Right Agreement Party A: eLong, Inc. Registered Address: Party B (collectively): Guangfu Cui ID No.: Address: Zhen Xie 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 Sixth Amended and Restated Business Operations Agreement This Sixth Amended and Restated Business Operations Agreement (the “Agreement”) is entered into on December 26, 2012 (the “Effective Date”) among the following parties: Party A: Address: Legal Representative: Party B: nd Address: 2 Legal Representative: Party C: Address: ID No.: Party D: Address: ID No.: WHEREAS: (1) Party A is] [Execution Copy Cooperation Agreement This Cooperation Agreement is entered into on December 26, 2012 in Beijing among the following parties: Party A: eLongNet Information Technology (Beijing) Co., Ltd. Address: No 10 Middle Jiuxianqiao Road, Beijing 100022 Legal Representative: Guangfu Cui Party B: Beijing eLong Information Technology Co., Ltd. Address: Xingke Plaza, Tower C, 2d Floor, No. 10 Middle Jiuxianqiao Road,] [Execution Copy Amended and Restated Technical Services Agreement This Amended and Restated Technical Consulting and Services Agreement (the “Agreement”) is entered into as of December 26, 2012 in Beijing. Party A: eLongNet Information Technology (Beijing) Co., Ltd. Legal Address: 10 Jiuxianqiao Road, Chaoyang District, Beijing Legal Representative: CUI Guangfu Party B: Beijing eLong Information Technology Co., Ltd. Legal Address: nd] [Execution Copy Amended and Restated Trademark License Agreement This Amended and Restated Trademark License Agreement (the “Agreement”) is entered into as of December 26, 2012 in Beijing, China between the following parties. eLongNet Information Technology (Beijing) Co., Ltd. (the “Licensor”), Beijing eLong Information Technology Co., Ltd. (the “Licensee”), nd Each party will be referred to as a “Party” and the] [Execution Copy Amended and Restated Domain Name License Agreement This Amended and Restated Domain Name License Agreement (the “Agreement”) is entered into as of December 26, 2012 in Beijing between the parties listed below. Party A: Legal Address: 10 Jiuxianqiao Street, Chaoyang District Beijing Legal Representative: CUI Guangfu Party B: Legal Address: nd Xingke Plaza, Tower C, 2 Legal Representative:] [Execution Copy Power of Attorney China Company I, Guangfu Cui, 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 50.0% equity interest, according to the law and the company’s articles of incorporation, to exercise any and all shareholder rights, including but] [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 Guangfu Cui (“Party A”) Residence: No.1, XiangHongqi Street, Haidian District, Beijing ID No.: Chunhua Huang (Spouse) (“Party B”) Residence: No.1, XiangHongqi Street, Haidian District, Beijing ID Number: Whereas: Party A is] [Execution Copy Sixth Amended and Restated Loan Agreement The Sixth Amended and Restated Loan Agreement is executed on December 26, 2012 by the following parties: eLong, Inc. (“Party A”) Legal Address: Cayman, Cayman Islands Guangfu Cui (“Party B”) Residence: ID No.: Each party hereto shall be called a “Party” and together the “Parties” Whereas: 1. Party A is a company] [Execution Copy Equity Interests Pledge Agreement This Equity Interests Pledge Agreement (the “Agreement”) is entered into on the day of December 26, 2012 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 Guangfu Cui Address: No.1, XiangHongqi Street, Haidian District, Beijing ID No.:] [Execution Copy Sixth Amended and Restated Exclusive Purchase Right Agreement Party A: eLong, Inc. Registered Address: Party B (collectively): Guangfu Cui ID No.: Address: Party C: Beijing Asiamedia Interactive Advertising Co., Ltd. Registered Address: nd , Legal Representative: Party D: eLongNet Information Technology (Beijing) Co., Ltd. Registered Address: Legal Representative: Each party hereto shall be referred to as a “Party”,] [Execution Copy Sixth Amended and Restated Business Operations Agreement This Sixth Amended and Restated Business Operations Agreement (the “Agreement”) is entered into on December 26, 2012 (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 Amended and Restated Trademark License Agreement This Amended and Restated Trademark License Agreement (the “Agreement”) is entered into as of December 26, 2012 in Beijing, China between the following parties. eLongNet Information Technology (Beijing) Co., Ltd. (“Licensor”), Beijing Asiamedia Interactive Advertising Co., Ltd. (“Licensee”), Each party will be referred to as a “Party” and the parties as the] [Execution Copy Amended and Restated Advertising Technical Consulting and Services Agreement This Amended and Restated Advertising Technical Consulting and Services Agreement (the “Agreement”) is entered into as of December 26, 2012 by the parties listed below in Beijing: Party A: Legal Address: 10 Jiuxianqiao Road, Chaoyang District, Beijing Legal Representative: CUI Guangfu Party B: Beijing Asiamedia Interactive Advertising Co., Ltd.] [Subsidiaries • eLongNet Information Technology (Beijing) Co., Ltd., a PRC company • eLong Information Technology (Hefei) Co., Ltd., a PRC company Consolidated Affiliated Entities • , a PRC company. Beijing eLong Information Technology Co., Ltd. • , a PRC company. Beijing eLong Air Services Co., Ltd. • ., a PRC company. Beijing eLong International Travel Co., Ltd • , Ltd.,] [I, Guangfu Cui, 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, Mike Doyle, 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, 2012 and results of operations of the Company for the year ended December 31, 2012. Guangfu Cui Chief Executive Officer April 25, 2013] [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, 2012 and results of operations of the Company for the year ended December 31, 2012. Mike Doyle Chief Financial Officer April 25, 2013] [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) 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 S-8 No. 333-166722) pertaining to] [Consent of DaHui Lawyers [Letterhead of DaHui Lawyers] April 25, 2013 eLong, Inc. Block B, Xingke Plaza Building 10 Middle Jiuxianqiao Road Chaoyang District, Beijing 100015 People’s Republic of China Dear Sirs: Yours faithfully,]

By | 2016-03-02T10:40:43+00:00 April 25th, 2013|Categories: Chinese Stocks, LONG, SEC Original|Tags: , , , , , |0 Comments

LONG [eLong,] 20-F: TABLE OF CONTENTS Page PART I 5 Item

[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 23] [Confidential AMENDMENT TO EMPLOYMENT AGREEMENT Company Employee Employment Agreement WHEREAS, eLong, Inc. (the “ WHEREAS, after consultation, the Company and the Employee wish to further amend certain terms of the Employment Agreement. Amendment NOW, THEREFORE, the Company and the Employee enter into this Amendment to Employment Agreement (the “ Annex 2 1. Section 3(b) 2. provided that “If the Compensation] [Execution Copy Power of Attorney China Company I, Guangfu Cui, 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 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 Guangfu Cui (“Party A”) Residence: No.1, Xiang Hongqi Street, Haidian District, Beijing ID No.: Chunhua Huang (Spouse) (“Party B”) Residence: No.1, Xiang Hongqi Street, Haidian District, Beijing ID Number: Whereas: Party] [Execution Copy Power of Attorney China Company I, Xie Zhen, 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 Zhen Xie (“Party A”) Residence: No. 68, Court 600, Yingkou Street, Yangpu District, Shanghai ID No.: Haiyan Shen (Spouse) (“Party B”) Residence: No. 68, Court 600, Yingkou Street, Yangpu District, Shanghai] [Execution Copy Sixth Amended and Restated Loan Agreement The Sixth Amended and Restated Loan Agreement is executed on December 26, 2012 by the following parties: eLong, Inc. (hereinafter “Party A”) Legal Address: Cayman, Cayman Islands Guangfu Cui (hereinafter “Party B”) Residence: ID No.: Zhen Xie (hereinafter “Party C”) Residence: ID No.: Each party hereto shall be called a “Party” and] [Execution Copy Equity Interests Pledge Agreement This Equity Interests Pledge Agreement (the “Agreement”) is entered into on the day of December 26, 2012 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 Guangfu Cui Address: No.1, Xiang Hongqi Street, Haidian District, Beijing ID No.:] [Execution Copy Sixth Amended and Restated Exclusive Purchase Right Agreement Party A: eLong, Inc. Registered Address: Party B (collectively): Guangfu Cui ID No.: Address: Zhen Xie 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 Sixth Amended and Restated Business Operations Agreement This Sixth Amended and Restated Business Operations Agreement (the “Agreement”) is entered into on December 26, 2012 (the “Effective Date”) among the following parties: Party A: Address: Legal Representative: Party B: nd Address: 2 Legal Representative: Party C: Address: ID No.: Party D: Address: ID No.: WHEREAS: (1) Party A is] [Execution Copy Cooperation Agreement This Cooperation Agreement is entered into on December 26, 2012 in Beijing among the following parties: Party A: eLongNet Information Technology (Beijing) Co., Ltd. Address: No 10 Middle Jiuxianqiao Road, Beijing 100022 Legal Representative: Guangfu Cui Party B: Beijing eLong Information Technology Co., Ltd. Address: Xingke Plaza, Tower C, 2d Floor, No. 10 Middle Jiuxianqiao Road,] [Execution Copy Amended and Restated Technical Services Agreement This Amended and Restated Technical Consulting and Services Agreement (the “Agreement”) is entered into as of December 26, 2012 in Beijing. Party A: eLongNet Information Technology (Beijing) Co., Ltd. Legal Address: 10 Jiuxianqiao Road, Chaoyang District, Beijing Legal Representative: CUI Guangfu Party B: Beijing eLong Information Technology Co., Ltd. Legal Address: nd] [Execution Copy Amended and Restated Trademark License Agreement This Amended and Restated Trademark License Agreement (the “Agreement”) is entered into as of December 26, 2012 in Beijing, China between the following parties. eLongNet Information Technology (Beijing) Co., Ltd. (the “Licensor”), Beijing eLong Information Technology Co., Ltd. (the “Licensee”), nd Each party will be referred to as a “Party” and the] [Execution Copy Amended and Restated Domain Name License Agreement This Amended and Restated Domain Name License Agreement (the “Agreement”) is entered into as of December 26, 2012 in Beijing between the parties listed below. Party A: Legal Address: 10 Jiuxianqiao Street, Chaoyang District Beijing Legal Representative: CUI Guangfu Party B: Legal Address: nd Xingke Plaza, Tower C, 2 Legal Representative:] [Execution Copy Power of Attorney China Company I, Guangfu Cui, 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 50.0% equity interest, according to the law and the company’s articles of incorporation, to exercise any and all shareholder rights, including but] [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 Guangfu Cui (“Party A”) Residence: No.1, XiangHongqi Street, Haidian District, Beijing ID No.: Chunhua Huang (Spouse) (“Party B”) Residence: No.1, XiangHongqi Street, Haidian District, Beijing ID Number: Whereas: Party A is] [Execution Copy Sixth Amended and Restated Loan Agreement The Sixth Amended and Restated Loan Agreement is executed on December 26, 2012 by the following parties: eLong, Inc. (“Party A”) Legal Address: Cayman, Cayman Islands Guangfu Cui (“Party B”) Residence: ID No.: Each party hereto shall be called a “Party” and together the “Parties” Whereas: 1. Party A is a company] [Execution Copy Equity Interests Pledge Agreement This Equity Interests Pledge Agreement (the “Agreement”) is entered into on the day of December 26, 2012 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 Guangfu Cui Address: No.1, XiangHongqi Street, Haidian District, Beijing ID No.:] [Execution Copy Sixth Amended and Restated Exclusive Purchase Right Agreement Party A: eLong, Inc. Registered Address: Party B (collectively): Guangfu Cui ID No.: Address: Party C: Beijing Asiamedia Interactive Advertising Co., Ltd. Registered Address: nd , Legal Representative: Party D: eLongNet Information Technology (Beijing) Co., Ltd. Registered Address: Legal Representative: Each party hereto shall be referred to as a “Party”,] [Execution Copy Sixth Amended and Restated Business Operations Agreement This Sixth Amended and Restated Business Operations Agreement (the “Agreement”) is entered into on December 26, 2012 (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 Amended and Restated Trademark License Agreement This Amended and Restated Trademark License Agreement (the “Agreement”) is entered into as of December 26, 2012 in Beijing, China between the following parties. eLongNet Information Technology (Beijing) Co., Ltd. (“Licensor”), Beijing Asiamedia Interactive Advertising Co., Ltd. (“Licensee”), Each party will be referred to as a “Party” and the parties as the] [Execution Copy Amended and Restated Advertising Technical Consulting and Services Agreement This Amended and Restated Advertising Technical Consulting and Services Agreement (the “Agreement”) is entered into as of December 26, 2012 by the parties listed below in Beijing: Party A: Legal Address: 10 Jiuxianqiao Road, Chaoyang District, Beijing Legal Representative: CUI Guangfu Party B: Beijing Asiamedia Interactive Advertising Co., Ltd.] [Subsidiaries • eLongNet Information Technology (Beijing) Co., Ltd., a PRC company • eLong Information Technology (Hefei) Co., Ltd., a PRC company Consolidated Affiliated Entities • , a PRC company. Beijing eLong Information Technology Co., Ltd. • , a PRC company. Beijing eLong Air Services Co., Ltd. • ., a PRC company. Beijing eLong International Travel Co., Ltd • , Ltd.,] [I, Guangfu Cui, 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, Mike Doyle, 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, 2012 and results of operations of the Company for the year ended December 31, 2012. Guangfu Cui Chief Executive Officer April 25, 2013] [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, 2012 and results of operations of the Company for the year ended December 31, 2012. Mike Doyle Chief Financial Officer April 25, 2013] [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) 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 S-8 No. 333-166722) pertaining to] [Consent of DaHui Lawyers [Letterhead of DaHui Lawyers] April 25, 2013 eLong, Inc. Block B, Xingke Plaza Building 10 Middle Jiuxianqiao Road Chaoyang District, Beijing 100015 People’s Republic of China Dear Sirs: Yours faithfully,]

By | 2016-03-02T10:42:29+00:00 April 25th, 2013|Categories: Chinese Stocks, LONG, Webplus ver|Tags: , , , , , |0 Comments

LONG [eLong,] 20-F: (Original Filing)

[TABLE OFNTENTS Page PART I 5 Item1: Identity of Directors, Senior Management andvisers 5 Item2: Offer Statistics and Expected Timetable 5 Item3: Key Information 5 Item4: Information on thempany 23 Item4A: Unresolved Staffmments 35 Item5: Operating and Financial Review and Prospects 35 Item6: Directors, Senior Management and Employees] [Confidential AMENDMENT TO EMPLOYMENTREEMENTmpany Employee Employmentreement WHEREAS, eLong, (the WHEREAS, afternsultation, thempany and the Employee wish to further amend certain terms of the Employmentreement. Amendment NOW, THEREFORE, thempany and the Employee enter into this Amendment to Employmentreement (the Annex 2 1. Section 3(b)] [Executionpy Power of Attorney Chinampany I, Guangfu Cui, a citizen of the Peoples Republic of China ( Authorize the Authorized Party to have full rights and authority to represent me, in my name holder of 87.5% equity interest, according to law and thempanys articles oforporation, to exercise any andl shareholder rights,luding but not limited to:] [Executionpy Declaration and Undertaking To eLongNet Information Technology (Beijing) (WFOE) No. 10 Middle Jiuxianqiao Road, Chaoyang District, Beijing eLong, th 4 Declaration and Undertaking This Guangfu Cui (Party A) Residence: No.1, Xiang Hongqi Street, Haidian District, Beijing ID No.: Chunhua Huang (Spouse) (Party B) Residence: No.1, Xiang Hongqi Street, Haidian District, Beijing] [Executionpy Power of Attorney Chinampany I, Xie Zhen, a citizen of the Peoples Republic of China ( Authorize the Authorized Party to have full rights and authority to represent me, in my name holder of 12.5% equity interest, according to law and thempanys articles oforporation, to exercise any andl shareholder rights,luding but not limited to:] [Executionpy Declaration and Undertaking To eLongNet Information Technology (Beijing) (WFOE) No. 10 Middle Jiuxianqiao Road, Chaoyang District, Beijing eLong, th 4 Declaration and Undertaking This Zhen Xie (Party A) Residence: No. 68,urt 600, Yingkou Street, Yangpu District, Shanghai ID No.: Haiyan Shen (Spouse) (Party B) Residence: No. 68,urt 600, Yingkou Street, Yangpu District, Shanghai] [Executionpy Sixth Amended and Restated Loanreement The Sixth Amended and Restated Loanreement is executed on December 26, 2012 by the following parties: eLong, (hereinafter Party A) Legaldress:yman,yman Islands Guangfu Cui (hereinafter Party B) Residence: ID No.: Zhen Xie (hereinafter Party C) Residence: ID No.:] [Executionpy Equity Interests Pledgereement This Equity Interests Pledgereement (thereement) is entered into on they of December 26, 2012 by and between the following parties: Pledgee eLongNet Information Technology (Beijing)dress: 10 Jiuxianqiao Road, Chaoyang District, Beijing Legal Representative: Guangfu Cui Pledgor Guangfu Cuidress: No.1, Xiang Hongqi Street, Haidian District, Beijing] [Executionpy Sixth Amended and Restated Exclusive Purchase Rightreement Party A: eLong, Registereddress: Party B (collectively): Guangfu Cui ID No.:dress: Zhen Xiedress: ID No.: Party C: Beijing eLong Information Technology Registereddress: nd , Legal Representative: Party D: eLongNet Information Technology (Beijing)] [Executionpy Sixth Amended and Restated Business Operationsreement This Sixth Amended and Restated Business Operationsreement (thereement) is entered into on December 26, 2012 (the Effectivete) among the following parties: Party A:dress: Legal Representative: Party B: nddress: 2 Legal Representative: Party C:dress: ID No.: Party D:] [Executionpyoperationreement Thisoperationreement is entered into on December 26, 2012 in Beijing among the following parties: Party A: eLongNet Information Technology (Beijing)dress: No 10 Middle Jiuxianqiao Road, Beijing 100022 LegalRepresentative: Guangfu Cui Party B: Beijing eLong Information Technologydress: Xingke Plaza, Tower C, 2d Floor, No. 10 Middle Jiuxianqiao Road, Beijing] [Executionpy Amended and Restated Technical Servicesreement This Amended and Restated Technicalnsulting and Servicesreement (thereement) is entered into of December 26, 2012 in Beijing. Party A: eLongNet Information Technology (Beijing) Legaldress: 10 Jiuxianqiao Road, Chaoyang District, Beijing LegalRepresentative: CUI Guangfu Party B: Beijing eLong Information Technology] [Executionpy Amended and Restated Trademark Licensereement This Amended and Restated Trademark Licensereement (thereement) is entered into of December 26, 2012 in Beijing, China between the following parties. eLongNet Information Technology (Beijing) (the Licensor), Beijing eLong Information Technology (the Licensee), nd Each party will be referred to a Party and the parties the Parties.] [Executionpy Amended and Restated Domain Name Licensereement This Amended and Restated Domain Name Licensereement (thereement) is entered into of December 26, 2012 in Beijing between the parties listed below. Party A: Legaldress: 10 Jiuxianqiao Street, Chaoyang District Beijing Legal Representative: CUI Guangfu Party B: Legaldress:] [Executionpy Power of Attorney Chinampany I, Guangfu Cui, a citizen of the Peoples Republic of China ( Authorize the Authorized Party to have full rights and authority to represent me, in my name holder of 50.0% equity interest, according to the law and thempanys articles oforporation, to exercise any andl shareholder rights,luding but not limited] [Executionpy Declaration and Undertaking To eLongNet Information Technology (Beijing) (WFOE) No. 10 Middle Jiuxianqiao Road, Chaoyang District, Beijing eLong, th 4 Declaration and Undertaking This Guangfu Cui (Party A) Residence: No.1, XiangHongqi Street, Haidian District, Beijing ID No.: Chunhua Huang (Spouse) (Party B) Residence: No.1, XiangHongqi Street, Haidian District, Beijing] [Executionpy Sixth Amended and Restated Loanreement The Sixth Amended and Restated Loanreement is executed on December 26, 2012 by the following parties: eLong, (Party A) Legaldress:yman,yman Islands Guangfu Cui (Party B) Residence: ID No.: Each party hereto shall belled a Party and together the Parties] [Executionpy Equity Interests Pledgereement This Equity Interests Pledgereement (thereement) is entered into on they of December 26, 2012 by and between the following parties: Pledgee eLongNet Information Technology (Beijing)dress: 10 Jiuxianqiao Middle Road, Chaoyang District, Beijing Legal Representative: Guangfu Cui Pledgor Guangfu Cui] [Executionpy Sixth Amended and Restated Exclusive Purchase Rightreement Party A: eLong, Registereddress: Party B (collectively): Guangfu Cui ID No.:dress: Party C: Beijingiamedia Interactivevertising Registereddress: nd , Legal Representative: Party D: eLongNet Information Technology (Beijing) Registereddress: Legal Representative: Each party hereto shall be referred to a Party, andllectively the Parties.] [Executionpy Sixth Amended and Restated Business Operationsreement This Sixth Amended and Restated Business Operationsreement (thereement) is entered into on December 26, 2012 (the Effectivete) among the following parties: Party A:dress: Legal Representative: Party B:dress: nd Legal Representative: Party C:dress: ID No.: WHEREAS: (1)] [Executionpy Amended and Restated Trademark Licensereement This Amended and Restated Trademark Licensereement (thereement) is entered into of December 26, 2012 in Beijing, China between the following parties. eLongNet Information Technology (Beijing) (Licensor), Beijingiamedia Interactivevertising (Licensee), Each party will be referred to a Party and the parties the Parties.] [Executionpy Amended and Restatedvertising Technicalnsulting and Servicesreement This Amended and Restatedvertising Technicalnsulting and Servicesreement (thereement) is entered into of December 26, 2012 by the parties listed below in Beijing: Party A: Legaldress: 10 Jiuxianqiao Road, Chaoyang District, Beijing LegalRepresentative: CUI Guangfu] [Subsidiaries eLongNet Information Technology (Beijing) ampany eLong Information Technology (Hefei) ampanynsolidated Affiliated Entities , ampany. Beijing eLong Information Technology , ampany. Beijing eLong Air Services ., ampany. Beijing eLong International Travel] [I, Guangfu Cui, certify that: 1. I have reviewed this annual report on Form 20-F of eLong,; 2. Based on my knowledge, this report does notntain 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] [I, Mike Doyle, certify that: 1. I have reviewed this annual report on Form 20-F of eLong,; 2. Based on my knowledge, this report does notntain 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] [eLong,mpany Report (1) (2) The informationntained in the Report fairly presents, inl material respects, the financialndition of thempany of December31, 2012 and results of operations of thempany for the year ended December31, 2012. Guangfu Cui Chief Executive Officer April 25, 2013 v340367_ex13-1.htm 26] [eLong, Certification of Principal Financial Officermpany Report (1) (2) The informationntained in the Report fairly presents, inl material respects, the financialndition of thempany of December31, 2012 and results of operations of thempany for the year ended December31, 2012. Mike Doyle Chief Financial Officer] [Consent of Independent Registered Public Accounting Firm Wensent to theorporation by reference in the following Registration Statements: (1) Registration Statement (Form S-8 No. 333-126381) pertaining to the eLong, Stock Option Planted April 18, 2001 and the eLong, Stock and Annualentive Planted July 23, 2004;] [Consent ofHui Lawyers [Letterhead ofHui Lawyers] April 25, 2013 eLong, Block B, Xingke Plaza Building 10 Middle Jiuxianqiao Road Chaoyang District, Beijing 100015 Peoples Republic of China Dear Sirs: Yours faithfully, v340367_ex15-2.htm 29 EX-15.2]

By | 2016-02-06T23:47:18+00:00 April 25th, 2013|Categories: Chinese Stocks, LONG, SEC Original|Tags: , , , , , |0 Comments

LONG [eLong,] 20-F: TABLE OFNTENTS Page PART I 5 Item1: Identity

[TABLE OFNTENTS Page PART I 5 Item1: Identity of Directors, Senior Management andvisers 5 Item2: Offer Statistics and Expected Timetable 5 Item3: Key Information 5 Item4: Information on thempany 23 Item4A: Unresolved Staffmments 35 Item5: Operating and Financial Review and Prospects 35 Item6: Directors, Senior Management and Employees] [Confidential AMENDMENT TO EMPLOYMENTREEMENTmpany Employee Employmentreement WHEREAS, eLong, (the WHEREAS, afternsultation, thempany and the Employee wish to further amend certain terms of the Employmentreement. Amendment NOW, THEREFORE, thempany and the Employee enter into this Amendment to Employmentreement (the Annex 2 1. Section 3(b)] [Executionpy Power of Attorney Chinampany I, Guangfu Cui, a citizen of the Peoples Republic of China ( Authorize the Authorized Party to have full rights and authority to represent me, in my name holder of 87.5% equity interest, according to law and thempanys articles oforporation, to exercise any andl shareholder rights,luding but not limited to:] [Executionpy Declaration and Undertaking To eLongNet Information Technology (Beijing) (WFOE) No. 10 Middle Jiuxianqiao Road, Chaoyang District, Beijing eLong, th 4 Declaration and Undertaking This Guangfu Cui (Party A) Residence: No.1, Xiang Hongqi Street, Haidian District, Beijing ID No.: Chunhua Huang (Spouse) (Party B) Residence: No.1, Xiang Hongqi Street, Haidian District, Beijing] [Executionpy Power of Attorney Chinampany I, Xie Zhen, a citizen of the Peoples Republic of China ( Authorize the Authorized Party to have full rights and authority to represent me, in my name holder of 12.5% equity interest, according to law and thempanys articles oforporation, to exercise any andl shareholder rights,luding but not limited to:] [Executionpy Declaration and Undertaking To eLongNet Information Technology (Beijing) (WFOE) No. 10 Middle Jiuxianqiao Road, Chaoyang District, Beijing eLong, th 4 Declaration and Undertaking This Zhen Xie (Party A) Residence: No. 68,urt 600, Yingkou Street, Yangpu District, Shanghai ID No.: Haiyan Shen (Spouse) (Party B) Residence: No. 68,urt 600, Yingkou Street, Yangpu District, Shanghai] [Executionpy Sixth Amended and Restated Loanreement The Sixth Amended and Restated Loanreement is executed on December 26, 2012 by the following parties: eLong, (hereinafter Party A) Legaldress:yman,yman Islands Guangfu Cui (hereinafter Party B) Residence: ID No.: Zhen Xie (hereinafter Party C) Residence: ID No.:] [Executionpy Equity Interests Pledgereement This Equity Interests Pledgereement (thereement) is entered into on they of December 26, 2012 by and between the following parties: Pledgee eLongNet Information Technology (Beijing)dress: 10 Jiuxianqiao Road, Chaoyang District, Beijing Legal Representative: Guangfu Cui Pledgor Guangfu Cuidress: No.1, Xiang Hongqi Street, Haidian District, Beijing] [Executionpy Sixth Amended and Restated Exclusive Purchase Rightreement Party A: eLong, Registereddress: Party B (collectively): Guangfu Cui ID No.:dress: Zhen Xiedress: ID No.: Party C: Beijing eLong Information Technology Registereddress: nd , Legal Representative: Party D: eLongNet Information Technology (Beijing)] [Executionpy Sixth Amended and Restated Business Operationsreement This Sixth Amended and Restated Business Operationsreement (thereement) is entered into on December 26, 2012 (the Effectivete) among the following parties: Party A:dress: Legal Representative: Party B: nddress: 2 Legal Representative: Party C:dress: ID No.: Party D:] [Executionpyoperationreement Thisoperationreement is entered into on December 26, 2012 in Beijing among the following parties: Party A: eLongNet Information Technology (Beijing)dress: No 10 Middle Jiuxianqiao Road, Beijing 100022 LegalRepresentative: Guangfu Cui Party B: Beijing eLong Information Technologydress: Xingke Plaza, Tower C, 2d Floor, No. 10 Middle Jiuxianqiao Road, Beijing] [Executionpy Amended and Restated Technical Servicesreement This Amended and Restated Technicalnsulting and Servicesreement (thereement) is entered into of December 26, 2012 in Beijing. Party A: eLongNet Information Technology (Beijing) Legaldress: 10 Jiuxianqiao Road, Chaoyang District, Beijing LegalRepresentative: CUI Guangfu Party B: Beijing eLong Information Technology] [Executionpy Amended and Restated Trademark Licensereement This Amended and Restated Trademark Licensereement (thereement) is entered into of December 26, 2012 in Beijing, China between the following parties. eLongNet Information Technology (Beijing) (the Licensor), Beijing eLong Information Technology (the Licensee), nd Each party will be referred to a Party and the parties the Parties.] [Executionpy Amended and Restated Domain Name Licensereement This Amended and Restated Domain Name Licensereement (thereement) is entered into of December 26, 2012 in Beijing between the parties listed below. Party A: Legaldress: 10 Jiuxianqiao Street, Chaoyang District Beijing Legal Representative: CUI Guangfu Party B: Legaldress:] [Executionpy Power of Attorney Chinampany I, Guangfu Cui, a citizen of the Peoples Republic of China ( Authorize the Authorized Party to have full rights and authority to represent me, in my name holder of 50.0% equity interest, according to the law and thempanys articles oforporation, to exercise any andl shareholder rights,luding but not limited] [Executionpy Declaration and Undertaking To eLongNet Information Technology (Beijing) (WFOE) No. 10 Middle Jiuxianqiao Road, Chaoyang District, Beijing eLong, th 4 Declaration and Undertaking This Guangfu Cui (Party A) Residence: No.1, XiangHongqi Street, Haidian District, Beijing ID No.: Chunhua Huang (Spouse) (Party B) Residence: No.1, XiangHongqi Street, Haidian District, Beijing] [Executionpy Sixth Amended and Restated Loanreement The Sixth Amended and Restated Loanreement is executed on December 26, 2012 by the following parties: eLong, (Party A) Legaldress:yman,yman Islands Guangfu Cui (Party B) Residence: ID No.: Each party hereto shall belled a Party and together the Parties] [Executionpy Equity Interests Pledgereement This Equity Interests Pledgereement (thereement) is entered into on they of December 26, 2012 by and between the following parties: Pledgee eLongNet Information Technology (Beijing)dress: 10 Jiuxianqiao Middle Road, Chaoyang District, Beijing Legal Representative: Guangfu Cui Pledgor Guangfu Cui] [Executionpy Sixth Amended and Restated Exclusive Purchase Rightreement Party A: eLong, Registereddress: Party B (collectively): Guangfu Cui ID No.:dress: Party C: Beijingiamedia Interactivevertising Registereddress: nd , Legal Representative: Party D: eLongNet Information Technology (Beijing) Registereddress: Legal Representative: Each party hereto shall be referred to a Party, andllectively the Parties.] [Executionpy Sixth Amended and Restated Business Operationsreement This Sixth Amended and Restated Business Operationsreement (thereement) is entered into on December 26, 2012 (the Effectivete) among the following parties: Party A:dress: Legal Representative: Party B:dress: nd Legal Representative: Party C:dress: ID No.: WHEREAS: (1)] [Executionpy Amended and Restated Trademark Licensereement This Amended and Restated Trademark Licensereement (thereement) is entered into of December 26, 2012 in Beijing, China between the following parties. eLongNet Information Technology (Beijing) (Licensor), Beijingiamedia Interactivevertising (Licensee), Each party will be referred to a Party and the parties the Parties.] [Executionpy Amended and Restatedvertising Technicalnsulting and Servicesreement This Amended and Restatedvertising Technicalnsulting and Servicesreement (thereement) is entered into of December 26, 2012 by the parties listed below in Beijing: Party A: Legaldress: 10 Jiuxianqiao Road, Chaoyang District, Beijing LegalRepresentative: CUI Guangfu] [Subsidiaries eLongNet Information Technology (Beijing) ampany eLong Information Technology (Hefei) ampanynsolidated Affiliated Entities , ampany. Beijing eLong Information Technology , ampany. Beijing eLong Air Services ., ampany. Beijing eLong International Travel] [I, Guangfu Cui, certify that: 1. I have reviewed this annual report on Form 20-F of eLong,; 2. Based on my knowledge, this report does notntain 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] [I, Mike Doyle, certify that: 1. I have reviewed this annual report on Form 20-F of eLong,; 2. Based on my knowledge, this report does notntain 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] [eLong,mpany Report (1) (2) The informationntained in the Report fairly presents, inl material respects, the financialndition of thempany of December31, 2012 and results of operations of thempany for the year ended December31, 2012. Guangfu Cui Chief Executive Officer April 25, 2013 v340367_ex13-1.htm 26] [eLong, Certification of Principal Financial Officermpany Report (1) (2) The informationntained in the Report fairly presents, inl material respects, the financialndition of thempany of December31, 2012 and results of operations of thempany for the year ended December31, 2012. Mike Doyle Chief Financial Officer] [Consent of Independent Registered Public Accounting Firm Wensent to theorporation by reference in the following Registration Statements: (1) Registration Statement (Form S-8 No. 333-126381) pertaining to the eLong, Stock Option Planted April 18, 2001 and the eLong, Stock and Annualentive Planted July 23, 2004;] [Consent ofHui Lawyers [Letterhead ofHui Lawyers] April 25, 2013 eLong, Block B, Xingke Plaza Building 10 Middle Jiuxianqiao Road Chaoyang District, Beijing 100015 Peoples Republic of China Dear Sirs: Yours faithfully, v340367_ex15-2.htm 29 EX-15.2]

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CHU [CHINA UNICOM (HONG KONG)] 20-F: (Original Filing)

[Page iii Certain Definitions iv PART I 1 Item 1. Identity of Directors, Senior Management and Advisers 1 Item 2. Offer Statistics and Expected Timetable 1 Item 3. Key Information 1 Item 4. Information on the Company 17 Item 4A. Unresolved Staff Comments 44 Item 5. Operating and Financial Review and Prospects 44 Item 6. Directors, Senior Management and Employees] [AGREEMENT ENTERED INTO BETWEEN CHINA UNITED NETWORK COMMUNICATIONS LIMITED AND CHINA UNITED NETWORK COMMUNICATIONS CORPORATION LIMITED REGARDING THE TRANSFER OF THE EQUITY INTEREST IN UNICOM NEW HORIZON TELECOMMUNICATIONS COMPANY LIMITED 21 November 2012 Contents Article I Definitions 4 Article II Transfer of Equity Interest 6 Article III Consideration 7 Article IV Settlement 8 Article V Prerequisites for the Settlement 9] [List of Significant Subsidiaries Name of Subsidiary Country of Incorporation Ownership China United Network Communications Corporation Limited China 100 % Unicom Vsens Telecommunications Company Limited China 100 % Unicom New Horizon Telecommunications Corporation Limited China 100 % China Unicom (Hong Kong) Operations Limited Hong Kong 100 % China Unicom (Americas) Operations Limited 100 % China Unicom (Singapore) Operations Pte. Ltd.] [Certification I, Chang Xiaobing, certify that: 1. I have reviewed this annual report on Form 20-F of China Unicom (Hong Kong) Limited; 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] [Certification I, Li Fushen, certify that: 1. I have reviewed this annual report on Form 20-F of China Unicom (Hong Kong) Limited; 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] [Certification Dated: April 25, 2013 Chang Xiaobing Chief Executive Officer EX-13.1 6 d525762dex131.htm EX-13.1] [Certification Dated: April 25, 2013 Li Fushen Chief Financial Officer EX-13.2 7 d525762dex132.htm EX-13.2] [April 25, 2013 100 F Street, N.E. USA Commissioners: Very truly yours, Hong Kong EX-15.1 8 d525762dex151.htm EX-15.1]

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ACTS [Actions Semiconductor] 20-F: TABLE OF CONTENTS CERTAIN DEFINED TERMS 1 1

[TABLE OF CONTENTS CERTAIN DEFINED TERMS 1 1 PART I 2 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 2 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 2] [ACTIONS SEMICONDUCTOR CO., LTD. Third Amended and Restated 2007 Equity Performance and Incentive Plan 1. Purpose. The purpose of the Third Amended and Restated 2007 Equity Performance and Incentive Plan (the “Plan”) is to attract and retain officers, employees, non-employee directors and consultants for Actions Semiconductor Co., Ltd., a Cayman Islands exempted company, and its Subsidiaries and to provide to] [LIST OF SUBSIDIARIES All subsidiaries do business under their legal name. Name of Company Place and date of incorporation/establishment Attributable equity interest held Principal activities Actions Semiconductor Co., Ltd. ("Actions Semiconductor Mauritius") Republic of Mauritius ("Mauritius") November 16, 2001 100 % Investment holding Actions Semiconductor Co., Ltd. ("Actions Semiconductor Zhuhai") PRC December 28, 2001 100 % Design and manu- facture] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Zhenyu Zhou, certify that: 1. I have reviewed this annual report on Form 20-F of Actions Semiconductor Co., Ltd.; 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] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, I-Hung (Nigel) Liu, certify that: 1. I have reviewed this annual report on Form 20-F of Actions Semiconductor Co., Ltd.; 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] [TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report. Zhenyu Zhou Chief Executive Officer I-Hung (Nigel) Liu Chief Financial Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Deloitte Touche Tohmatsu Hong Kong April 25, 2013]

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