LONG [eLong,] 20-F: (Original Filing)
[TABLE OF CONTENTS Page] [AMENDMENT TO EMPLOYMENT AGREEMENT Company Employee Employment Agreement WHEREAS, eLong, Inc. (the WHEREAS, after consultation, the Company and the Employee wish to amend certain terms of the Employment Agreement. Amendment NOW, THEREFORE, the Company and the Employee enter into this Amendment to Employment Agreement (the Section 3(b) 1. the greater of 1,900,000 RMB or one hundred percent (100%)] [WAIVER OF NON-COMPETITION COVENANT Waiver Effective Date Company eLongNet Expedia Expedia Asia Pacific-Alpha This WAIVER (this RECITALS WHEREAS IACT Asia Pacific IAC Agreement rd WHEREAS WHEREAS WHEREAS Hotels.com WHEREAS PRC Non-Compete Covenant WHEREAS www.hotels.cn Hotels.cn Web Site Purpose Private Label Agreement Profit Share Agreement WHEREAS NOW, THEREFORE Waiver of Non-Competition Covenant 1. Waiver Reinstatement 2. 4. This Waiver may] [AGREEMENT Agreement Company eLongNet Expedia Expedia Asia Pacific-Alpha This AGREEMENT (the RECITALS WHEREAS Hi-Tech eLong Parties IACT Asia Pacific IAC Transaction Agreement WHEREAS Expedia Asia Pacific-Alpha WHEREAS WHEREAS Non-Compete Covenant PRC NOW, THEREFORE Non-Compete Covenant; TripAdvisorChina 1. TripAdvisor provided that Each of the eLong Parties hereby waives any rights which any of the eLong Parties may possess under the] [ELONG, INC. SECTION 1. Purpose; Definitions The purpose of the Plan is to give the Company a competitive advantage in attracting, retaining and motivating officers, employees, directors and consultants and to provide the Company and its Affiliates with a share and incentive plan granting Awards to provide incentives directly linked to shareholder value. Certain terms used herein have definitions given] [Third Amended and Restated Loan Agreement The Amended and Restated Loan Agreement is executed on April 21, 2008 by the following each parties. Legal Address: eLong, Inc (hereinafter Party A) Address: ID No.: Justin Tang (hereinafter Party B) Residence: ID No.: Guangfu Cui (hereinafter Party C) Residence: th ID No.: Jack Wang (hereinafter Party D) Whereas: 1. Party A is] [Third Amended and Restated Equity Interests Pledge Agreement This Amended and Restated Equity Interests Pledge Agreement (the Agreement) is entered into on the day of April 21, 2008 by and between the following parties: Pledgee: Address: Legal Representative: Pledgor: ID No.: Address: WHEREAS, www.elong.com (1). Beijing eLong is a wholly domestic-owned company registered under the Peoples Republic of China (hereinafter] [Third Amended and Restated Equity Interests Pledge Agreement This Amended and Restated Equity Interests Pledge Agreement (the Agreement) is entered into on the day of April 21, 2008 by and between the following parties: Pledgee: Address: Legal Representative: Pledgor: ID No.: Address: th WHEREAS, www.elong.com (1). Beijing eLong is a wholly domestic-owned company registered under the Peoples Republic of China] [Third Amended and Restated Exclusive Purchase Right Agreement Registered Address: eLong.Inc (hereinafter Party A) ID No.: Address: Guangfu Cui (hereinafter Party B) Registered Address: nd , Legal Representative: Beijing eLong Information Technology Co., Ltd. (hereinafter Party C) Registered Address: Legal Representative: eLongNet Information Technology (Beijing) Co., Ltd. (hereinafter Party D) WHEREAS: 1. Party A is a company registered and established] [Third Amended and Restated Exclusive Purchase Right Agreement Registered Address: eLong.Inc (hereinafter Party A) ID No.: Address: th Jack Wang (hereinafter Party B) Registered Address: nd , Legal Representative: Beijing eLong Information Technology Co., Ltd. (hereinafter Party C) Registered Address: Legal Representative: eLongNet Information Technology (Beijing) Co., Ltd. (hereinafter Party D) WHEREAS: 1. Party A is a company registered and] [Third Amended and Restated Business Operation Agreement This Amended and Restated Business Operation Agreement (hereinafter the Agreement) is entered into on the day of April 21, 2008 (hereinafter the Effective Date) among the following parties: eLong Net Information Technology (Beijing) Co., Ltd. (hereinafter Party A) Address: Legal Representative: Address: nd Legal Representative: Beijing eLong Information Technology Co. Ltd (hereinafter Party] [Company eLong, Inc. (the Justin Tang Guangfu Cui Jack Wang Letter Agreement Asia Media Beijing Information Whereas Justin Tang and Guangfu Cui are the shareholders of Beijing Asia Media Interactive Advertising Co., Ltd. ( Prior Agreements Whereas Justin Tang, Guangfu Cui and Jack Wang have entered into certain agreements with the Company and with other subsidiaries, affiliates and variable] [Subsidiaries: eLongNet Information Technology (Beijing) Co., Ltd., a PRC company. Bravado Investments Limited, a British Virgin Islands company. Shanghai Xinwang Computer Technology Co., Ltd., a PRC company. Variable Interest 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.,] [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. CERTIFICATION 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, 2008 and results of operations of the Company for the year ended December 31, 2008.] [CERTIFICATION Company Report (3) (4) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2008 and results of operations of the Company for the year ended December 31, 2008.] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-126381) pertaining to eLong, Inc. Stock Option Plan dated April 18, 2001 and eLong, Inc. Stock and Annual Incentive Plan dated July 23, 2004 of our reports dated June 2, 2009, with respect to the consolidated financial statements of] [Consent of Independent Registered Public Accounting Firm The Board of Directors of eLong, Inc.: We consent to the incorporation by reference in the registration statement (No. 333-126381) on Form S-8 of eLong, Inc. of our report dated June 24, 2008, with respect to the consolidated balance sheet of eLong, Inc. as of December 31, 2007, and the related consolidated statements] [[Letterhead of TransAsia Lawyers] 17 June 2009 eLong, Inc. Dear Sirs: Yours faithfully, /]