[eLong Reports Second Quarter 2011 Unaudited Financial Results Quarterly room nights exceed 2 million for the first time in eLongs history BEIJING, Aug 8, 2011 /PRNewswire-Asia/ eLong, Inc. (Nasdaq: LONG), a leading online travel service provider in China, today reported unaudited financial results for the second quarter ended June 30, 2011. Highlights Second Quarter 2011 Online hotel]
[eLong Reports Second Quarter 2011 Unaudited Financial Results Quarterly room nights exceed 2 million for the first time in eLongs history BEIJING, Aug 8, 2011 /PRNewswire-Asia/ eLong, Inc. (Nasdaq: LONG), a leading online travel service provider in China, today reported unaudited financial results for the second quarter ended June 30, 2011. Highlights Second Quarter 2011 Online hotel]
[eLong Reports Second Quarter 2011 Unaudited Financial Results Quarterly room nights exceed 2million for the first time in eLongs history BEIJING, Aug 8, 2011 /PRNewswire-Asia/ eLong, (Nasdaq: LONG), a leading online travel service provider in China, today reported unaudited financial results for the second quarter ended June30, 2011. Highlights Second Quarter 2011]
[eLong Reports Second Quarter 2011 Unaudited Financial Results Quarterly room nights exceed 2million for the first time in eLongs history BEIJING, Aug 8, 2011 /PRNewswire-Asia/ eLong, (Nasdaq: LONG), a leading online travel service provider in China, today reported unaudited financial results for the second quarter ended June30, 2011. Highlights Second Quarter 2011]
[] [June 29, 2011 David.Lamb@conyersdill.com Matter No: 875891 eLong, Inc. Dear Sirs, eLong, Inc. (the Company) Re : For the purpose of giving this opinion, we have examined copies of the Registration Statement and the Plan. We have also reviewed the third amended and restated memorandum of association and the third amended and restated articles of association of the Company, copies] [Consent of Independent Registered Public Accounting Firm Beijing, Peoples Republic of China]
[] [June 29, 2011 David.Lamb@conyersdill.com Matter No: 875891 eLong, Inc. Dear Sirs, eLong, Inc. (the Company) Re : For the purpose of giving this opinion, we have examined copies of the Registration Statement and the Plan. We have also reviewed the third amended and restated memorandum of association and the third amended and restated articles of association of the Company, copies] [Consent of Independent Registered Public Accounting Firm Beijing, Peoples Republic of China]
[TABLE OF CONTENTS Page PART I] [AMENDMENT TO INVESTORS AGREEMENT Amendment Company Investor AMENDMENT TO INVESTORS AGREEMENT (this Original Agreement WHEREAS, the Company, the Investor and certain other parties entered into an Investors Agreement on July 23, 2004 (the WHEREAS, capitalized terms used herein without definition shall have the meanings set forth in the Original Agreement; NOW THEREFORE, in consideration of the foregoing and] [ELONG, INC. 2009 SHARE AND ANNUAL INCENTIVE PLAN 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] [Technology (Software Copyright) Transfer Agreement This agreement is entered into in Beijing as of January 1, 2010 between the following parties: Transferee (Party A): Beijing eLong Air Services Co., Ltd. Address: 10 Jiuxianqiao Road, Chaoyang District, Beijing Transferor (Party B): eLongNet Information Technologies (Beijing) Co., Ltd. Address: Xingke Plaza, 10 Jiuxianqiao Road, Chaoyang District, Beijing Whereas: Party B is the] [Execution Copy Share and Debt Transfer Agreement This Share and Debt Transfer Agreement is executed on June 11, 2010 by the following parties. eLong, Inc. Tang Yue (Justin Tang) Guangfu Cui Whereas: 1. Party A is a company registered in Cayman Islands; Party B and Party C are the citizens of the Peoples Republic of China. Party B holds 75%] [Execution Copy Share and Debt Transfer Agreement This Share and Debt Transfer Agreement is executed on June 11, 2010 by the following parties. Legal Address: eLong, Inc. (hereinafter Party A) Residence: ID No.: Tang Yue (Justin Tang) (hereinafter Party B) Residence: ID No.: Guangfu Cui (hereinafter Party C) Address: th ID No.: Jack Wang (hereinafter Party D) Whereas: 1. Party] [Execution Copy Fourth Amended and Restated Loan Agreement The Fourth Amended and Restated Loan Agreement is executed on June 11, 2010 by the following parties. Legal Address: eLong, Inc. (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 a company registered in Cayman Islands;] [Execution Copy Fourth Amended and Restated Equity Interests Pledge Agreement This Fourth Amended and Restated Equity Interests Pledge Agreement (the Agreement) is entered into on the day of June 11, 2010 by and between the following parties: Pledgee: Address: Legal Representative: Pledgor: ID No.: Address: WHEREAS, (1) www.elong.com Beijing eLong Information Technology Co., Ltd. (hereinafter Beijing eLong) is a wholly] [Execution Copy Fourth 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] [Execution Copy Fourth Amended and Restated Business Operation Agreement This Fourth Amended and Restated Business Operation Agreement (hereinafter the Agreement) is entered into on the day of June 11, 2010 (hereinafter the Effective Date) among the following parties: Address: Legal Representative: eLong Net Information Technology (Beijing) Co., Ltd. (hereinafter Party A) Address: 2 nd Floor, Legal Representative: Beijing eLong Information] [Execution Copy Fifth Amended and Restated Loan Agreement The Fifth Amended and Restated Loan Agreement is executed on June 11, 2010 by the following each parties. eLong, Inc Guangfu Cui Whereas: 1 Party A is a company registered in Cayman Islands; Party B is a citizen of the Peoples Republic of China. Party B holds 100% equity interest in Beijing] [Execution Copy Fifth Amended and Restated Equity Interests Pledge Agreement This Fifth Amended and Restated Equity Interests Pledge Agreement (the Agreement) is entered into on the day of June 11, 2010 by and between the following parties: Pledgee: Address: Legal Representative: Pledgor: ID No.: Address: WHEREAS, (1) Beijing Asia Media Interactive Advertising Co., Ltd. (hereinafter Beijing Asia Media) is a] [Execution Copy Fifth Amended and Restated Exclusive Purchase Right Agreement eLong, Inc. Registered Address: Guangfu Cui ID No.: Address: Beijing Asia Media Interactive Advertising Co., Ltd. Registered Address: Legal Representative: eLongNet Information Technology (Beijing) Co., Ltd. Registered Address: Legal Representative: WHEREAS: 1. Party A is a company registered and established in Cayman Islands; Party B is a PRC resident; Party] [Execution Copy Fifth Amended and Restated Business Operation Agreement This Fifth Amended and Restated Business Operation Agreement (hereinafter the Agreement) is entered into on the day of June 11, 2010 (hereinafter the Effective Date) among the following parties: Address: Legal Representative: eLongNet Information Technology (Beijing) Co., Ltd. (hereinafter Party A) Address: Legal Representative: Beijing Asia Media Interactive Advertising Co. Ltd] [Loan Agreement [Standard Form / Translated from the Chinese] Legal Address: eLongNet Information Technology (Beijing) Co., Ltd. (hereinafter Party A) Legal Address: eLong, Inc (hereinafter Party B) Party A and Party B through friendly negotiations hereby agree to and abide by this agreement (hereinafter referred to as This agreement) as follows: Chapter I Type of Loan 1. Party B agrees] [EXECUTION COPY INDEMNIFICATION AGREEMENT Company eLongNet Expedia Expedia Asia Pacific This Indemnification Agreement is entered into as of May 18, 2010 by and among eLong, Inc., an exempted limited liability company organized under the laws of the Cayman Islands (the RECITALS WHEREAS Seller Sellers Agreements WHEREAS Purchased Shares WHEREAS WHEREAS NOW, THEREFORE 1. Indemnified Party Indemnified Parties Indemnifying Party] [EXECUTION VERSION INDEMNIFICATION AGREEMENT INDEMNIFICATION AGREEMENT Purple Mountain Holding Ltd. Option Holder Yue (Justin) Tang Tang Option Holder Parties eLong, Inc., Company This RECITALS Options Shares WHEREAS, Option Holder has delivered to the Company a Notice of Exercise with respect to Option Holders exercise of options (the WHEREAS, simultaneously with the execution of this Agreement, the Company is issuing] [EXECUTION VERSION SECURITIES ESCROW AGREEMENT SECURITIES ESCROW AGREEMENT Agreement Purple Mountain Holding Ltd. Option Holder Yue (Justin) Tang Tang Option Holder Parties eLong, Inc. Company Escrow Agent This RECITALS Options Shares WHEREAS, Option Holder has delivered to the Company a Notice of Exercise with respect to Option Holders exercise of options (the WHEREAS, simultaneously with the execution of this] [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, 2010 and results of operations of the Company for the year ended December 31, 2010. Guangfu Cui Chief Executive Officer June 29, 2011] [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, 2010 and results of operations of the Company for the year ended December 31, 2010. Mike Doyle Chief Financial Officer June 29, 2011] [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, and (2) Registration Statement (Form S-8 No. 333-166722) pertaining] [Consent of TransAsia Lawyers [TransAsias Letterhead] June 28, 2011 eLong, Inc. Dear Sirs: Yours faithfully,]
[TABLE OF CONTENTS Page PART I] [AMENDMENT TO INVESTORS AGREEMENT Amendment Company Investor AMENDMENT TO INVESTORS AGREEMENT (this Original Agreement WHEREAS, the Company, the Investor and certain other parties entered into an Investors Agreement on July 23, 2004 (the WHEREAS, capitalized terms used herein without definition shall have the meanings set forth in the Original Agreement; NOW THEREFORE, in consideration of the foregoing and] [ELONG, INC. 2009 SHARE AND ANNUAL INCENTIVE PLAN 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] [Technology (Software Copyright) Transfer Agreement This agreement is entered into in Beijing as of January 1, 2010 between the following parties: Transferee (Party A): Beijing eLong Air Services Co., Ltd. Address: 10 Jiuxianqiao Road, Chaoyang District, Beijing Transferor (Party B): eLongNet Information Technologies (Beijing) Co., Ltd. Address: Xingke Plaza, 10 Jiuxianqiao Road, Chaoyang District, Beijing Whereas: Party B is the] [Execution Copy Share and Debt Transfer Agreement This Share and Debt Transfer Agreement is executed on June 11, 2010 by the following parties. eLong, Inc. Tang Yue (Justin Tang) Guangfu Cui Whereas: 1. Party A is a company registered in Cayman Islands; Party B and Party C are the citizens of the Peoples Republic of China. Party B holds 75%] [Execution Copy Share and Debt Transfer Agreement This Share and Debt Transfer Agreement is executed on June 11, 2010 by the following parties. Legal Address: eLong, Inc. (hereinafter Party A) Residence: ID No.: Tang Yue (Justin Tang) (hereinafter Party B) Residence: ID No.: Guangfu Cui (hereinafter Party C) Address: th ID No.: Jack Wang (hereinafter Party D) Whereas: 1. Party] [Execution Copy Fourth Amended and Restated Loan Agreement The Fourth Amended and Restated Loan Agreement is executed on June 11, 2010 by the following parties. Legal Address: eLong, Inc. (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 a company registered in Cayman Islands;] [Execution Copy Fourth Amended and Restated Equity Interests Pledge Agreement This Fourth Amended and Restated Equity Interests Pledge Agreement (the Agreement) is entered into on the day of June 11, 2010 by and between the following parties: Pledgee: Address: Legal Representative: Pledgor: ID No.: Address: WHEREAS, (1) www.elong.com Beijing eLong Information Technology Co., Ltd. (hereinafter Beijing eLong) is a wholly] [Execution Copy Fourth 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] [Execution Copy Fourth Amended and Restated Business Operation Agreement This Fourth Amended and Restated Business Operation Agreement (hereinafter the Agreement) is entered into on the day of June 11, 2010 (hereinafter the Effective Date) among the following parties: Address: Legal Representative: eLong Net Information Technology (Beijing) Co., Ltd. (hereinafter Party A) Address: 2 nd Floor, Legal Representative: Beijing eLong Information] [Execution Copy Fifth Amended and Restated Loan Agreement The Fifth Amended and Restated Loan Agreement is executed on June 11, 2010 by the following each parties. eLong, Inc Guangfu Cui Whereas: 1 Party A is a company registered in Cayman Islands; Party B is a citizen of the Peoples Republic of China. Party B holds 100% equity interest in Beijing] [Execution Copy Fifth Amended and Restated Equity Interests Pledge Agreement This Fifth Amended and Restated Equity Interests Pledge Agreement (the Agreement) is entered into on the day of June 11, 2010 by and between the following parties: Pledgee: Address: Legal Representative: Pledgor: ID No.: Address: WHEREAS, (1) Beijing Asia Media Interactive Advertising Co., Ltd. (hereinafter Beijing Asia Media) is a] [Execution Copy Fifth Amended and Restated Exclusive Purchase Right Agreement eLong, Inc. Registered Address: Guangfu Cui ID No.: Address: Beijing Asia Media Interactive Advertising Co., Ltd. Registered Address: Legal Representative: eLongNet Information Technology (Beijing) Co., Ltd. Registered Address: Legal Representative: WHEREAS: 1. Party A is a company registered and established in Cayman Islands; Party B is a PRC resident; Party] [Execution Copy Fifth Amended and Restated Business Operation Agreement This Fifth Amended and Restated Business Operation Agreement (hereinafter the Agreement) is entered into on the day of June 11, 2010 (hereinafter the Effective Date) among the following parties: Address: Legal Representative: eLongNet Information Technology (Beijing) Co., Ltd. (hereinafter Party A) Address: Legal Representative: Beijing Asia Media Interactive Advertising Co. Ltd] [Loan Agreement [Standard Form / Translated from the Chinese] Legal Address: eLongNet Information Technology (Beijing) Co., Ltd. (hereinafter Party A) Legal Address: eLong, Inc (hereinafter Party B) Party A and Party B through friendly negotiations hereby agree to and abide by this agreement (hereinafter referred to as This agreement) as follows: Chapter I Type of Loan 1. Party B agrees] [EXECUTION COPY INDEMNIFICATION AGREEMENT Company eLongNet Expedia Expedia Asia Pacific This Indemnification Agreement is entered into as of May 18, 2010 by and among eLong, Inc., an exempted limited liability company organized under the laws of the Cayman Islands (the RECITALS WHEREAS Seller Sellers Agreements WHEREAS Purchased Shares WHEREAS WHEREAS NOW, THEREFORE 1. Indemnified Party Indemnified Parties Indemnifying Party] [EXECUTION VERSION INDEMNIFICATION AGREEMENT INDEMNIFICATION AGREEMENT Purple Mountain Holding Ltd. Option Holder Yue (Justin) Tang Tang Option Holder Parties eLong, Inc., Company This RECITALS Options Shares WHEREAS, Option Holder has delivered to the Company a Notice of Exercise with respect to Option Holders exercise of options (the WHEREAS, simultaneously with the execution of this Agreement, the Company is issuing] [EXECUTION VERSION SECURITIES ESCROW AGREEMENT SECURITIES ESCROW AGREEMENT Agreement Purple Mountain Holding Ltd. Option Holder Yue (Justin) Tang Tang Option Holder Parties eLong, Inc. Company Escrow Agent This RECITALS Options Shares WHEREAS, Option Holder has delivered to the Company a Notice of Exercise with respect to Option Holders exercise of options (the WHEREAS, simultaneously with the execution of this] [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, 2010 and results of operations of the Company for the year ended December 31, 2010. Guangfu Cui Chief Executive Officer June 29, 2011] [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, 2010 and results of operations of the Company for the year ended December 31, 2010. Mike Doyle Chief Financial Officer June 29, 2011] [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, and (2) Registration Statement (Form S-8 No. 333-166722) pertaining] [Consent of TransAsia Lawyers [TransAsias Letterhead] June 28, 2011 eLong, Inc. Dear Sirs: Yours faithfully,]
[EXPLANATORY NOTE * PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item3.orporation of Documents by Reference. (a) (b) Reports of Foreign Private Issuer on Form 6-K, filed on February18, 2011, February22, 2011, May20, 2011 and June13, 2011; (c) (d) * Due to a typographical error, the Prior Registration Statement listed the Ordinary Shares having par] [June29, 2011vid.Lamb@conyersdill.com Matter No: 875891 eLong, Dear Sirs, eLong, (thempany) Re : For the purpose of giving this opinion, we have examinedpies of the Registration Statement and the Plan. We haveso reviewed the third amended and restated memorandum ofsociation and the third amended and restated articles ofsociation of thempany,pies of (1)unanimous writtennsent of the board] [Consent of Independent Registered Public Accounting Firm Beijing, Peoples Republic of China c19027exv23w1.htm 3 EX-23.1]
[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]
