[TABLE OFNTENTS Page PART I Item1: Identity of Directors, Senior Management andvisers 5 Item2: Offer Statistics and Expected Timetable 5 Item3: Key Information 5 Item4: Information on thempany 19 Item4A: Unresolved Staffmments 29 Item5: Operating and Financial Review and Prospects 29 Item6: Directors, Senior Management and Employees] [AMENDMENT TO INVESTORSREEMENT Amendmentmpany Investor AMENDMENT TO INVESTORSREEMENT (this Originalreement WHEREAS, thempany, the Investor and certain other parties entered into an Investorsreement on July23, 2004 (the WHEREAS,pitalized terms used herein without definition shall have the meanings set forth in the Originalreement; NOW THEREFORE, innsideration of the foregoing and the mutualvenants andreements set forth herein, the] [ELONG, 2009 SHARE AND ANNUALENTIVE PLAN SECTION 1. Purpose; Definitions The purpose of the Plan is to give thempany ampetitivevantage in attracting, retaining and motivating officers, employees, directors andnsultants and to provide thempany and its Affiliates with a share andentive plan granting Awards to provideentives directly linked to shareholder value.] [Technology (Softwarepyright) Transferreement Thisreement is entered into in Beijing of January1, 2010 between the following parties: Transferee (Party A): Beijing eLong Air Servicesdress: 10 Jiuxianqiao Road, Chaoyang District, Beijing Transferor (Party B): eLongNet Information Technologies (Beijing)dress: Xingke Plaza, 10 Jiuxianqiao Road, Chaoyang District, Beijing] [Executionpy Share and Debt Transferreement This Share and Debt Transferreement is executed on June11, 2010 by the following parties. eLong, Tang Yue (Justin Tang) Guangfu Cui Whereas: 1. Party A is ampany registered inyman Islands; Party B and Party C are the citizens of the Peoples Republic of China. Party B holds 75% equity interest] [Executionpy Share and Debt Transferreement This Share and Debt Transferreement is executed on June11, 2010 by the following parties. Legaldress: eLong, (hereinafter Party A) Residence: ID No.: Tang Yue (Justin Tang) (hereinafter Party B) Residence: ID No.: Guangfu Cui (hereinafter Party C)dress: th ID No.:] [Executionpy Fourth Amended and Restated Loanreement The Fourth Amended and Restated Loanreement is executed on June11, 2010 by the following parties. Legaldress: eLong, (hereinafter Party A) Residence: ID No.: Guangfu Cui (hereinafter Party B) Residence: th ID No.: Jack Wang (hereinafter Party C) Whereas: 1. Party A is ampany registered inyman Islands; Party B and] [Executionpy Fourth Amended and Restated Equity Interests Pledgereement This Fourth Amended and Restated Equity Interests Pledgereement (thereement) is entered into on they of June11, 2010 by and between the following parties: Pledgee:dress: Legal Representative: Pledgor: ID No.:dress: WHEREAS, (1) www.elong.com Beijing eLong Information Technology (hereinafter Beijing eLong) is a wholly domestic-ownedmpany registered under the Peoples] [Executionpy Fourth Amended and Restated Exclusive Purchase Rightreement Registereddress: eLong.Inc (hereinafter Party A) ID No.:dress: Guangfu Cui (hereinafter Party B) Registereddress: nd , Legal Representative: Beijing eLong Information Technology (hereinafter Party C) Registereddress: Legal Representative: eLongNet Information Technology (Beijing) (hereinafter Party D)] [Executionpy Fourth Amended and Restated Business Operationreement This Fourth Amended and Restated Business Operationreement (hereinafter thereement) is entered into on they of June11, 2010 (hereinafter the Effectivete) among the following parties:dress: Legal Representative: eLong Net Information Technology (Beijing) (hereinafter Party A)dress: 2] [Executionpy Fifth Amended and Restated Loanreement The Fifth Amended and Restated Loanreement is executed on June11, 2010 by the following each parties. eLong, Guangfu Cui Whereas: 1 Party A is ampany registered inyman Islands; Party B is a citizen of the Peoples Republic of China. Party B holds 100% equity interest in Beijingia Media Interactivevertising] [Executionpy Fifth Amended and Restated Equity Interests Pledgereement This Fifth Amended and Restated Equity Interests Pledgereement (thereement) is entered into on they of June11, 2010 by and between the following parties: Pledgee:dress: Legal Representative: Pledgor: ID No.:dress: WHEREAS, (1) Beijingia Media Interactivevertising (hereinafter Beijingia Media) is ampany registered under the laws of the Peoples Republic] [Executionpy Fifth Amended and Restated Exclusive Purchase Rightreement eLong, Registereddress: Guangfu Cui ID No.:dress: Beijingia Media Interactivevertising Registereddress: Legal Representative: eLongNet Information Technology (Beijing) Registereddress: Legal Representative: WHEREAS: 1. Party A is ampany registered and established inyman Islands; Party B is a resident; Party C is a limited liabilitympany established and validly existing in accordance] [Executionpy Fifth Amended and Restated Business Operationreement This Fifth Amended and Restated Business Operationreement (hereinafter thereement) is entered into on they of June11, 2010 (hereinafter the Effectivete) among the following parties:dress: Legal Representative: eLongNet Information Technology (Beijing) (hereinafter Party A)dress: Legal Representative:] [Loanreement [Standard Form / Translated from the Chinese] Legaldress: eLongNet Information Technology (Beijing) (hereinafter Party A) Legaldress: eLong, (hereinafter Party B) Party A and Party B through friendly negotiations herebyree to andide by thisreement (hereinafter referred to Thisreement) follows:] [EXECUTIONPY INDEMNIFICATIONREEMENTmpany eLongNet Expedia Expediaia Pacific This Indemnificationreement is entered into of May18, 2010 by and among eLong, an exempted limited liabilitympany organized under the laws of theyman Islands (the RECITALS WHEREAS Seller Sellersreements WHEREAS Purchased Shares WHEREAS WHEREAS NOW, THEREFORE] [EXECUTION VERSION INDEMNIFICATIONREEMENT INDEMNIFICATIONREEMENT Purple Mountain Option Holder Yue (Justin) Tang Tang Option Holder Parties eLong,mpany This RECITALS Options Shares WHEREAS, Option Holder has delivered to thempany a Notice of Exercise with respect to Option Holders exercise of options (the WHEREAS, simultaneously with the execution of thisreement, thempany is issuing the Shares in the name] [EXECUTION VERSION SECURITIES ESCROWREEMENT SECURITIES ESCROWREEMENTreement Purple Mountain Option Holder Yue (Justin) Tang Tang Option Holder Parties eLong,mpany Escrowent This RECITALS Options Shares WHEREAS, Option Holder has delivered to thempany a Notice of Exercise with respect to Option Holders exercise of options (the] [Subsidiaries. eLongNet Information Technology (Beijing) ampany Bravado Investments Limited, a British Virgin Islandsmpany Shanghai Xinwangmputer Technology ampany. Variable Interest Entities: Beijing eLong Information Technology ampany. Beijing eLong Air Services ampany. Beijing eLong International Travel ampany.] [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, CERTIFICATIONmpany Report (1) (2) The informationntained in the Report fairly presents, inl material respects, the financialndition of thempany of December31, 2010 and results of operations of thempany for the year ended December31, 2010. Guangfu Cui Chief Executive Officer June 29, 2011 c19032exv13w1.htm] [CERTIFICATIONmpany Report (1) (2) The informationntained in the Report fairly presents, inl material respects, the financialndition of thempany of December31, 2010 and results of operations of thempany for the year ended December31, 2010. Mike Doyle Chief Financial Officer June 29, 2011 c19032exv13w2.htm 23 EX-13.2] [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, and] [Consent of TransAsia Lawyers [TransAsias Letterhead] June 28, 2011 eLong, Dear Sirs: Yours faithfully, c19032exv15w2.htm 25 EX-15.2]