CMGE [China Mobile Games & Entertainment] 20-F: INTRODUCTION 1 PART I 2 Item 1. IDENTITY

[INTRODUCTION 1 PART I 2 Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 2 Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE 2 Item 3. KEY INFORMATION 2 Item 4. INFORMATION ON THE COMPANY 39 Item 4A. UNRESOLVED STAFF COMMENTS 65 Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 65 Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 113 Item 7.] [Technological Cooperation Agreement for Mobile Games Promotion (Cooperation with Domestic Project Agent) Contract No.: B-SZ-OYH-20121001-0001 01 October 2012 Party A: Shenzhen Ouyinhua Information Consulting Co., Ltd. (hereinafter referred to as “Party A”) Address: Rm 205, Block CD, Tianfa Building, Tian’an Digital City, Futian District, Shenzhen Tel.: 0755-83432556 Fax: 0755-83432556-807 Contact person: Huang Yueyang Party B: Huiyou Digital (Shenzhen) Ltd. (hereinafter] [Payment of Cooperation Amount Appendix I: Supplementary Agreement on Party A: Shenzhen Ouyinhua Information Consulting Co., Ltd. Party B: Huiyou Digital (Shenzhen) Ltd. Whereas Party A and Party B (collectively referred to as the “Parties”) entered into the Cooperation Agreement (Agreement Number B-SZ-OYH-20121001-0001, hereinafter referred to as the “Principal Agreement”) on 1 October 2012, the Parties further agree on the] [Subsidiaries Jurisdiction Ownership Interest China Mobile Games and Entertainment Group (HK) Limited Hong Kong 100 % HYD Holding Limited BVI 100 % Beauty Wave Limited BVI 100 % China Wave Group Limited BVI 100 % Uni-Force Development Limited Hong Kong 100 % Huiyou Digital (Shenzhen) Ltd. PRC 100 % Beijing Dongganlefeng Information Technology Co., Ltd. PRC 100 % Beijing Longyuebaifu] [CERTIFICATIONS I, Ken Jian Xiao, certify that: 1. I have reviewed this annual report on Form 20-F of China Mobile Games and Entertainment Group Limited (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 of] [CERTIFICATIONS I, Ken Fei Fu Chang, certify that: 1. I have reviewed this annual report on Form 20-F of China Mobile Games and Entertainment Group Limited (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] [CERTIFICATIONS (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Ken Jian Xiao Director and Chief Executive Officer EX-13.1 7 d492526dex131.htm EX-13.1] [CERTIFICATIONS (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Ken Fei Fu Chang Director and Chief Financial Officer EX-13.2 8 d492526dex132.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-184378) pertaining to the China Mobile Games and Entertainment Group Limited Share Option Scheme of our report dated April 26, 2013, with respect to the consolidated financial statements of China Mobile Games and Entertainment Group Limited, included in this] [[Letterhead of Guantao Law Firm] April 26, 2013 China Mobile Games and Entertainment Group Limited Block A, 15/F Huajian Building 233 Tianfu Road, Tianhe District Guangzhou, People’s Republic of China Ladies and Gentlemen: Sincerely Yours, Guantao Law Firm (Hong Kong) EX-15.2 10 d492526dex152.htm EX-15.2]

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CHRM [Charm Communications] 20-F: None None Indicate the number of outstanding shares

[None None Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 14,169,573 Class A ordinary shares and 62,500,000 Class B ordinary shares, par value US$0.0001 per share, as of December 31, 2012 ¨ x ¨ x x ¨ x ¨] [Advertising Agency Agreement Party A: Beijing Television Station Party B: Shangxing Media Co., Ltd. Sport Channel Agreement Based on friendly negotiation, Party A and Party B has agreed that Party B will be the exclusive advertising agency (excluding public-interest advertisements) for Party A’s sport channel (the “ I. Scope of Agency: 1. Form of advertisements: (1) Advertisements during ordinary time] [Advertising Agency Agreement Party A Party A: TJTV Satellite Intermediary Co., Ltd. (“ Party B Party B: Shangxing Media Co., Ltd. (“ Whereas: This Agreement has been delivered to either party, and both parties hereby acknowledge and confirm: 1. Party A’s Media TJTV Satellite Intermediary Co., Ltd. will be Party A to this Agreement. TJTV Satellite Intermediary Co., Ltd. is] [Wholly Owned Subsidiaries • Movie-Forward Ltd. (incorporated in the British Virgin Islands) • Charm Hong Kong Limited (incorporated in Hong Kong) • Nanning Jetlong Technology Co., Ltd. (incorporated in the PRC) • Media Talent International Limited (incorporated in the British Virgin Islands) • O’Master Communications (Hong Kong) Ltd. (incorporated in Hong Kong) • Charm Media Co., Ltd. (incorporated in the] [CERTIFICATION OF OUR CHIEF EXECUTIVE OFFICER I, He Dang, certify that: 1. I have reviewed this annual report on Form 20-F of Charm Communications 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] [CERTIFICATION OF OUR CHIEF FINANCIAL OFFICER I, Wei Zhou, certify that: 1. I have reviewed this annual report on Form 20-F of Charm Communications 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] [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. He Dang Chief Executive Officer * A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the company and will] [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. Wei Zhou Chief Financial Officer * A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the company and will] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement No. 333-170504 on Form S-8 of our reports dated April 26, 2013, relating to the consolidated financial statements of Charm Communications Inc., its subsidiaries and its variable interest entities (“VIEs”) (collectively, the “Group”) (which report expresses an unqualified opinion on the consolidated]

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LFC [CHINA LIFE INSURANCE CO] 20-F: CHINA LIFE INSURANCE COMPANY LIMITED 1 CERTAIN TERMS

[CHINA LIFE INSURANCE COMPANY LIMITED 1 CERTAIN TERMS AND CONVENTIONS 2 PRESENTATION OF FINANCIAL INFORMATION 4 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 A. Selected Financial Data 5 B. Capitalization and Indebtedness 9 C. Reasons for the Offer and Use of] [Articles of Association of China Life Insurance Company Limited July 4, 2012 Table of Contents Chapter 1 General Provisions 2 Article 1 2 Article 2 3 Article 3 3 Article 4 3 Article 5 3 Article 6 4 Article 7 4 Article 8 5 Chapter 2 The Company’s Objectives and Scope of Business 5] [Asset Management Agreement between China Life Insurance Company Limited and China Life Investment Holding Company Limited Table of Contents 1. DEFINITIONS AND INTERPRETATION 3 2. INVESTMENT MANAGEMENT OF ENTRUSTED ASSETS 5 3. INVESTMENT GUIDELINE 11 12 13 15 7. RISK CONTROL 17 8. INSPECTION, SUPERVISION AND REVIEW 17] [Asset Management Agreement between China Life Insurance Company Limited and China Life Asset Management Company Limited Table of Contents 1. DEFINITIONS AND INTERPRETATION 4 2. INVESTMENT MANAGEMENT OF ENTRUSTED ASSETS 6 UTHORIZATION 2.1 A 6 DDITION TO OR ECREASE OF THE NTRUSTED SSETS 2.2 A 7 NDEPENDENCE OF THE NTRUSTED SSETS 2.3 I 7 EPORTS 2.4 R 8 CCOUNTING ESPONSIBILITY] [Property Leasing Agreement between China Life Investment Holding Company Limited and China Life Insurance Company Limited Table of Contents 1. Conditions Precedent 2 2. Scope of the Lease 2 3. Term 3 4. Rent 3 4 6. Amendment and Termination 6 7. Liability for Breach of Contract and Damages 7 7 9. Force Majeure 8 10. Miscellaneous 9] [Property Transfer Framework Agreement between China Life Investment Holding Company Limited and China Life Insurance Company Limited Party A (Transferor): China Life Investment Holding Company Limited Address: 12/F, China Life Center, 17 Financial Street, Xicheng District, Beijing Postal code: 100033 Party B (Transferee): China Life Insurance Company Limited Address: China Life Plaza, 16 Financial Street, Xicheng District, Beijing Postal code:] [Memorandum RE: Extending the “Entrustment of Enterprise Annuity Funds and Account Management Agreement” Party A China Life Insurance (Group) Company Legal Representative: Yang Mingsheng China Life Insurance Company Limited Legal Representative: Yang Mingsheng China Life Asset Management Company Limited Legal Representative: Miao Jianmin Party B China Life Pension Company Limited Legal Representative: Wang Jian Whereas: The “Entrustment of Enterprise Annuity] [Name of Subsidiary Jurisdiction of Incorporation Proportion of Ownership Interest Owned by China Lif e China Life Asset Management Company Limited The People’s Republic of China 60% China Life Franklin Asset Management Company Limited (1) Hong Kong 50% (2) China Life Pension Company Limited (2) The People’s Republic of China 92.2% (3) (1) Formerly known as China Life Asset Management] [CERTIFICATION I, Wan Feng, certify that: 1. I have reviewed this annual report on Form 20-F of China Life Insurance Company 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, Liu Jiade, certify that: 1. I have reviewed this annual report on Form 20-F of China Life Insurance Company 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 EX-13.1 11 d524988dex131.htm EX-13.1] [April 26, 2013 100 F Street, N.E. Commissioners: Very truly yours, PricewaterhouseCoopers PricewaterhouseCoopers, 22/F, Prince’s Building, Central, Hong Kong T: +852 2289 8888, F:+852 2810 9888, www.pwchk.com On December 21, 2012, our board of directors resolved, as recommended by our audit committee, to propose to appoint Ernst & Young as the Company’s independent registered certified public accountant. At the first]

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FENG [Phoenix New Media] 20-F: (Original Filing)

[FORM 20-F (Mark One) o or x or o o For the transition period from to 001-35158 Phoenix New Media Limited Cayman Islands (Jurisdiction of Incorporation or Organization) Sinolight Plaza, Floor 16 No. 4 Qiyang Road Wangjing, Chaoyang District, Beijing 100102 People’s Republic of China Contact Person: Ms. Qianli Liu Chief Financial Officer (86 10) 6067-6869 Sinolight Plaza, Floor 16] [Schedule of Material Differences between: · · Cooperation Agreement, dated as of July 8, 2012, between China Mobile Communications Corporation and Beijing Tianying Jiuzhou Network Technology Co., Ltd. entered into in 2012 (“Cooperation Agreement 2012”). Material difference Cooperation Agreement 2011 Cooperation Agreement 2012 Article 1. Content of Cooperation — Section 1.1 “Party B agrees to produce solely for Party A] [Phoenix Satellite Television Information Limited Phoenix New Media (Hong Kong) Company Limited Fenghuang On-line (Beijing) Information Technology Co., Ltd. Beijing Fenghuang Yutian Software Technology Co., Ltd. Affiliated consolidated entities Yifeng Lianhe (Beijing) Technology Co., Ltd. Beijing Tianying Jiuzhou Network Technology Co., Ltd. Subsidiary of affiliated consolidated entity Beijing Tianying Chuangzhi Advertising Co., Ltd. Beijing Jirong Wenhua Culture Communication Co., Ltd.] [Certification by the Chief Executive Officer I, Shuang Liu, certify that: 1. I have reviewed this annual report on Form 20-F of Phoenix New Media Limited (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 Financial Officer I, Qianli Liu, certify that: 1. I have reviewed this annual report on Form 20-F of Phoenix New Media Limited (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 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Shuang Liu Shuang Liu Chief Executive Officer EX-13.1 6 a13-10110_1ex13d1.htm EX-13.1] [Certification by the Chief Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Qianli Liu Qianli Liu Chief Financial Officer EX-13.2 7 a13-10110_1ex13d2.htm EX-13.2] [普 华 永道中天会 计师 事 务 所有限公司 北京分所 26/F Office Tower A Beijing Fortune Plaza 7 Dongsanhuan Zhong Road Chaoyang District Beijing 100020, PRC Telephone +86 (10) 6533 8888 Facsimile +86 (10) 6533 8800 pwccn.com CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-177810) of] [April 26, 2013 Phoenix New Media Limited Sinolight Plaza, Floor 16, No. 4 Qiyang Road Wangjing, Chaoyang District Beijing 100102 People’s Republic of China Dear Sirs, Yours faithfully, Zhong Lun Zhong Lun Law Firm EX-15.2 9 a13-10110_1ex15d2.htm EX-15.2]

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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,]

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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]

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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]

By | 2016-02-06T23:49:02+00:00 April 25th, 2013|Categories: Chinese Stocks, LONG, Webplus ver|Tags: , , , , , |0 Comments

CTC [IFM Investments] 20-F: (Original Filing)

[] [Wholly owned subsidiaries : · IFM Company Ltd., incorporated in the Cayman Islands · Beijing Aifeite International Franchise Consultant Co., Ltd., incorporated in the People’s Republic of China · City Integrated Residential Services (China) Limited, incorporated in Hong Kong, S.A.R. · Shanghai Yaye Real Estate Brokerage Co., Ltd., incorporated in the People’s Republic of China · CIR Real Estate Consultant] [Certification by the Chief Executive Officer I, Donald Zhang, certify that: 1. I have reviewed this annual report on Form 20-F of IFM Investments 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] [Certification by the Chief Financial Officer I, Kevin Cheng Wei, certify that: 1. I have reviewed this annual report on Form 20-F of IFM Investments 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] [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. Donald Zhang Chief Executive Officer EX-13.1 5 a2214601zex-13_1.htm EX-13.1] [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. Kevin Cheng Wei Chief Financial Officer EX-13.2 6 a2214601zex-13_2.htm EX-13.2] [Consent of Commerce & Finance Law offices, PRC Counsel IFM Investments Limited Dear Sir or Madam: We hereby consent to the references to us by IFM Investments Limited (“the Company”) under the heading “Risks Related to Doing Business in China” in the Annual Report on Form 20-F of the Company for the year ended December 31, 2012. Yours faithfully, April] [Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-169542) and Form F-3 (No. 333-169541) of IFM Investments Limited of our report dated April 25, 2013 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in this Form]

EFUT [eFuture] 20-F: (Original Filing)

[FORM 20-F (Mark One) o OR þ OR o o Date of event requiring this shell company report __________ For the transition period from __________ to __________ EFUTURE INFORMATION TECHNOLOGY INC. Cayman Islands (Jurisdiction of incorporation or organization) eFuture Information Technology Inc. 8F Topnew Tower 15 Guanghua Road Chaoyang District Beijing 100026, People’s Republic of China 86-10-51650988 Troe Wen, Secretary] [EX-8.1 2 efut_ex81.htm SUBSIDIARIES] [I, Adam Yan, certify that: (1) I have reviewed this Annual Report on Form 20-F of eFuture Information Technology 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] [CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER I, Sean Zheng, certify that: (1) I have reviewed this Annual Report on Form 20-F of eFuture Information Technology 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] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the this report fairly presents, in all material respects, the financial condition and results of operations of eFuture Information Technology Inc. Adam Yan Chairman and Chief Executive Officer EX-13.1 5 efut_ex131.htm CERTIFICATION] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the this report fairly presents, in all material respects, the financial condition and results of operations of eFuture Information Technology Inc. Sean Zheng Chief Financial Officer (Principal Financial Officer) EX-13.2 6 efut_ex132.htm CERTIFICATION]

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