[Page PART I 1 Identity of Directors, Senior Management and Advisers* Item 1: 1 Offer Statistics and Expected Timetable* Item 2: 1 Key Information Item 3: 1 Information on the Company Item 4: 13 Operating and Financial Review and Prospects Item 5: 26 Directors, Senior Management and Employees Item 6: 44 Major Shareholders and Related Party Transactions Item 7: 59] [EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, by and between ELONG, INC. (the “Company”), a Cayman Islands corporation, and Christopher Chan, an individual (the “Employee”) entered into to take effect as of February 26, 2007 (the “Start Date”). Definitions Annex 1 1. Employment; Duties 2. Annex 2 (a) The Company agrees to employ the Employee in the capacity and with such responsibilities as] [Execution Version TERMINATION AND SETTLEMENT AGREEMENT Thomas SooHoo c/o eLong, Inc. 3 rd Floor, Xingke Plaza B 10 Jiu Xian Qiao Road Chao Yang District Beijing 100016, PRC 24 May Dear Thomas: On April 12, 2007 (the “Notice Date”) you delivered to the Board of Directors of eLong, Inc. (“eLong” or the “Company”) your voluntarily resignation from your positions as] [Third Amended and Restated Loan Agreement The Amended and Restated Loan Agreement is executed on July 30, 2007 by the following each parties. eLong, Inc (hereinafter “Party A”) Legal Address: Cayman, Cayman Islands Justin Tang (hereinafter “Party B”) Address: Chaoyang District, Beijing, P. R. China ID No.: Thomas Zheng (hereinafter “Party C”) Residence: ID number: 110104196411121637 Whereas: 1. Party A] [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 July 30, 2007 by and between the following parties: Pledgee: Address: Legal Representative: Pledgor: ID No.: Address: WHEREAS, (1). The Pledgor owns 25% of the equity interest in Beijing Asia Media Interactive Advertising Co., Ltd.] [Third Amended and Restated Exclusive Purchase Right Agreement eLong.Inc (hereinafter “Party A”) Registered Address: Thomas Zheng (hereinafter “Party B”) ID number: Residence: Beijing Asia Media Interactive Advertising Co., Ltd. (hereinafter “Party C”) Registered Address: , Legal Representative: eLongNet Information Technology (Beijing) Co., Ltd. (hereinafter “Party D”) Registered Address: Legal Representative: WHEREAS: 1. Party A is a company registered and established] [Third Amended and Restated Business Operation Agreement This Amended and Restated Business Operation Agreement (hereinafter the “Agreement”) is entered into on the day of July 30,2007 (hereinafter the “Effective Date”) among the following parties: eLong Net Information Technology (Beijing) Co., Ltd. (hereinafter “Party A”) Address: Legal Representative: Beijing Asia Media Interactive Advertising Co. Ltd (hereinafter “Party B”) Address: 203, Legal] [SERVICE AGREEMENT “Agreement” This Service Agreement (this (A) eLONG, INC. “eLong” (B) EXPEDIA ASIA PACIFIC LIMITED “Expedia” eLong and Expedia shall be collectively referred to as the “Parties” and individually as a “Party”. The Parties agree as follows: 1. Services eLong hereby retains Expedia, and Expedia hereby agrees to be retained by eLong, during the Term (as defined below), to] [RENEWAL OF EMPLOYMENT AGREEMENT Frank Zheng Top River Assets Limited c/o eLong, Inc. 3 rd Floor, Xingke Plaza B 10 Jiu Xian Qiao Road Chao Yang District Beijing 100016, PRC 6 September Dear Frank: Renewal Agreement This letter agreement for renewal of employment (the “ Ongoing Validity of Terms 1. Renewal Term Renewal Date Expiry Date 2. 3. Renewal Period] [RENEWAL OF EMPLOYMENT AGREEMENT Richard Chen Mind Trade Assets Limited c/o eLong, Inc. 3 rd Floor, Xingke Plaza B 10 Jiu Xian Qiao Road Chao Yang District Beijing 100016, PRC 13 September Dear Richard: Renewal Agreement This letter agreement for renewal of employment (the “ Ongoing Validity of Terms 1. Renewal Term Renewal Date Expiry Date 2. 3. Transition Date] [CONFIDENTIAL EMPLOYMENT AGREEMENT Guangfu Percy” Cui 6 EMPLOYMENT AGREEMENT, by and between ELONG, INC. (the “Company”), a Cayman Islands corporation, and Definitions Annex 1 1. Employment; Duties 2. Annex 2 (a) The Company agrees to employ the Employee in the capacity and with such responsibilities as are generally set forth on Annex 2 Annex 3 (b) It’s agreed that the] [Strategic Agreement for Cooperation in the PRC Corporate Travel Market eLong, Inc. Expedia Corporate Travel, LLC November 12 Set forth below are the terms of the Strategic Agreement for Cooperation in the PRC Corporate Travel Market (the “Agreement”) between eLong, Inc, a limited liability company established under the laws of the Cayman Islands (together with its subsidiaries, “eLong”) and Expedia] [WAIVER Waiver November 13 Effective Date Company Subsidiary Expedia This WAIVER (“ RECITALS Agreement A. The Parties entered into that Transaction Agreement (the “ nd day of July, 2004. ECT B. Expedia is the sole member of Expedia Corporate Travel, LLC, a Nevada limited liability company (“ PRC C. Section 5.10(a) of the Agreement, subject to certain exceptions, prohibits Expedia,] [Fourth Amended and Restated Loan Agreement The Amended and Restated Loan Agreement is executed on December 28, 2007 by the following each parties. eLong, Inc (hereinafter “Party A”) Legal Address: Cayman, Cayman Islands Justin Tang (hereinafter “Party B”) Address: Chaoyang District, Beijing, P. R. China ID No.: Guangfu Cui (hereinafter “Party C”) Residence: ID number: 110108196902010857 Whereas: 1. Party A] [Fourth Amended and Restated Equity Interests Pledge Agreement This Amended and Restated Equity Interests Pledge Agreement (the “Agreement”) is entered into on the day of December 28, 2007 by and between the following parties: Pledgee: Address: Legal Representative: Pledgor: ID No.: Address: WHEREAS, (1). The Pledgor owns 25% of the equity interest in Beijing Asia Media Interactive Advertising Co., Ltd.] [Fourth Amended and Restated Exclusive Purchase Right Agreement eLong.Inc (hereinafter “Party A”) Registered Address: Cayman Islands. Guangfu Cui (hereinafter “Party B”) ID No.: Address: Beijing Asia Media Interactive Advertising Co., Ltd. (hereinafter “Party C”) Registered Address: , Legal Representative: eLongNet Information Technology (Beijing) Co., Ltd. (hereinafter “Party D”) Registered Address: Legal Representative: WHEREAS: 1. Party A is a company registered] [Fourth Amended and Restated Business Operation Agreement This Amended and Restated Business Operation Agreement (hereinafter the “Agreement”) is entered into on the day of December 28,2007 (hereinafter the “Effective Date”) among the following parties: eLong Net Information Technology (Beijing) Co., Ltd. (hereinafter “Party A”) Address: Legal Representative: Beijing Asia Media Interactive Advertising Co. Ltd (hereinafter “Party B”) Address: 203, Legal] [• 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.] [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, Chris Chan, 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 (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2007 and results of operations of the Company for the year ended December 31, 2007. Guangfu Cui Chief Executive Officer June 28, 2008 EX-13.1 21 dex131.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY RULE] [eLong, Inc. CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2007 and results of operations of the Company for the year ended December 31, 2007. Chris Chan Chief Financial Officer June 28, 2008 EX-13.2 22 dex132.htm CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BY RULE] [Consent of Independent Registered Public Accounting Firm The Board of Directors eLong, Inc.: Hong Kong, China June 27, 2008 EX-15.1 23 dex151.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM] [[Letterhead of TransAsia Lawyers] 11 June, 2008 eLong, Inc. Block B, XingKe Plaza Building 10 Middle Jiuxianqiao Road Chaoyang District, Beijing 100016 People’s Republic of China Dear Sirs: Yours faithfully, TransAsia Lawyers EX-15.2 24 dex152.htm CONSENT OF TRANSASIA LAWYERS]