VIMC [Vimicro International] 20-F: Title of Each Class Name of Each Exchange

[Title of Each Class Name of Each Exchange on which Registered American depositary shares, each representing four ordinary shares, par value $0.0001 per share The NASDAQ Stock Market LLC None (Title of Class) None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the] [Cooperation Framework Agreement between Vimicro International Corporation and Beijing Zhongxing Tianshi Investment Center (“Vimicro Management Foundation”) December 27, 2010 Table of Contents Article Page 1 Scope of the Restructuring 1 2 Covenants 3 3 4 4 Tax 5 5 Confidentiality 5] [Assets Transfer Agreement between Vimicro Corporation (北京中星微电子有限公司) and Wuxi Vimicro Corporation (无锡中星微电子有限公司) December 27, 2010 Table of Contents Article Page 1 Transfer of Target Assets 1 2 Closing and Payment 1 3 Closing Conditions 3 4 Covenants 5 5 Tax] [Share Transfer Agreement Between Vimicro Corporation And Beijing Zhongxing Tianshi Consulting Company 12-27-2010 Table of Contents Provisions I. Agreed Share Transfer 1 II. Transfer Price 1 III. Prerequisite for Delivery 2 IV. Payment 2 V. Registration of Shareholding Alteration 2] [Share Transfer Agreement Between Vimicro International Corporation And Beijing Zhongxing Tianshi Consulting Company 12-27-2010 Table of Contents Provisions I. Agreed Share Transfer 1 II. Transfer Price 1 III. Prerequisite for Delivery 2 IV. Application for Approval and Registration of Shareholding Alteration 2 V. Payment 2] [Share Transfer Agreement Between Vimicro International Corporation And Beijing Zhongxing Tianshi Consulting Company 12-27-2010 Table of Contents Provisions I. Agreed Share Transfer 1 II. Transfer Price 1 III. Prerequisite for Delivery 2 IV. Application for Approval and Registration of Shareholding Alteration 2 V. Payment 2 VI.] [Share Transfer Agreement Between Vimicro Electronic Technology Corporation And Beijing Zhongxing Tianshi Consulting Company 12-27-2010 Table of Contents Provisions I. Agreed Share Transfer 1 II. Transfer Price 1 III. Prerequisite for Delivery 2 IV. Application for Registration of Shareholding Alteration 2 V. Payment 2 VI. 2 VII. 3] [Pledge Agreement Between Beijing Zhongxing Tianshi Consulting Company And Vimicro Corporation 12-27-2010 Pledgor Party A Pledgee Party B Whereas: 1. Vimicro Wuxi Delivery Date Party A and Party B have reached the consensus that Party A purchases the 100% share Party B holds in Wuxi Vimicro Corporation (“ 2. this Agreemen Property Law of the People’s Republic of China Guarantee] [Pledge Agreement Between Beijing Zhongxing Tianshi Consulting Company And Vimicro International Corporation 12-27-2010 Pledgor Party A Pledgee Party B Whereas: 1. Vimicro Shenzhen Delivery Date Party A and Party B have reached the consensus that Party A purchases the 100% share Party B holds in Vimicro Technology Corporation (“ 2. this Agreemen Property Law of the People’s Republic of China] [Pledge Agreement Between Beijing Zhongxing Tianshi Consulting Company And Vimicro International Corporation 12-27-2010 Pledgor Party A Pledgee Party B Whereas: 1. Vimicro Shanghai Delivery Date Party A and Party B have reached the consensus that Party A purchases the 100% share Party B holds in Vimicro High-Tech Corporation (“ 2. this Agreemen Property Law of the People’s Republic of China] [Pledge Agreement Between Beijing Zhongxing Tianshi Consulting Company And Vimicro Electronic Technology Corporation 12-27-2010 Pledgor Party A Pledgee Party B Whereas: 1. Vimicro Jiangsu Delivery Date Party A and Party B have reached the consensus that Party A purchases the 100% share Party B holds in Jiangsu Vimicro Electronics Corporation (“ 2. this Agreemen Property Law of the People’s Republic] [List of Subsidiaries Our Subsidiaries • Vimicro Corporation, incorporated in the People’s Republic of China • Vimicro Technology Corporation, incorporated in the People’s Republic of China • Viewtel Corporation, incorporated in California, U.S.A. • Vimicro Electronics International Limited, incorporated in Hong Kong Special Administrative Region • Vimicro Electronic Technology Corporation, incorporated in the People’s Republic of China • Vimicro High-Tech] [Certification by the Chief Executive Officer I, Zhonghan (John) Deng, certify that: 1. I have reviewed this annual report on Form 20-F of Vimicro International Corporation (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, Shuhua (Yvonne) Yang, certify that: 1. I have reviewed this annual report on Form 20-F of Vimicro International Corporation (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 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Zhonghan (John) Deng Chief Executive Officer] [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. Shuhua (Yvonne) Yang Acting Chief Financial Officer] [Our ref Direct tel Email VZL\605073\4347747v1 + 852 2971 3095 valerie.law@maplesandcalder.com Vimicro International Corporation 15th Floor Shining Tower No. 35 Xueyuan Road Haidian District Beijing 100191 People’s Republic of China June 30, 2011 Dear Sir Vimicro International Corporation (the “Company”) Yours faithfully Maples and Calder EX-15.1 17 dex151.htm CONSENT OF MAPLES AND CALDER] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-135914) pertaining to the 2004 Share Option Plan and 2005 Share Incentive Plan of Vimicro International Corporation of our reports dated June 30, 2011, with respect to the consolidated financial statements of Vimicro International Corporation and the effectiveness of]

By | 2016-03-31T19:42:32+00:00 June 30th, 2011|Categories: Chinese Stocks, VIMC, Webplus ver|Tags: , , , , , |0 Comments
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CHNR [CHINA NATURAL RESOURCES] 20-F: (Original Filing)

[¨ þ Yes ¨ þ Yes þ ¨ Yes ¨ ¨ Yes ¨ Large Accelerated Filer þ Accelerated Filer ¨ Non-Accelerated Filer þ U.S. GAAP International Financial Reporting Standards as issued ¨ Other ¨ By the international Accounting Standards Board ¨ ¨ Item 17 ¨ þ Yes CONVENTIONS References to “Baiping Mining” are to Jinsha Baiping Mining Co. Ltd., a] [CMBC-HT-313 (Gongsi 2010)-ZXSY-75166637 Record Number: CMBC-HT-313 (Gongsi 2010) Mergers and Acquisitions Gongjiedaizi Number: 99112010292815 China Minsheng Banking Corp., Ltd. CMBC-HT-313 (Gongsi 2010)-ZXSY-75166637 Mergers and Acquisitions Loan Agreement Borrower: Guizhou Puxin Energy Co., Ltd. (hereinafter referred to as “Party A”) Address: 1 Yan’an Road Central, Yunyan District, Guiyang City Postal code: Legal representative/ Person-in-charge: Ren Xiaogang Telephone: 0851-6885112 Fax: 0851-6885112 Bank:] [Stock Transfer Agreement AGREEMENT BY AND BETWEEN YANGPU LIANZHONG MINING CO., LTD. AND BAYANNAOER CITY FEISHANG COPPER CO., LTD. ON STOCK TRANSFER OF HAINAN NONFERROUS METAL MINING CO., LTD. Agreement Number: ___________________ Stock Transfer Agreement TABLE OF CONTENTS 1. DEFINITIONS AND INTERPRETATION 5 2. TRANSFER OF STOCK 6 3. CONSIDERATION 6 4. STOCK TRANSFER PROCEDURES 7 5. EXTENSION OF EXPLORATION] [Record Number: CMBC-HT184 (Company 2010) Working Capital Loan Agreement Number: Gong Jie Dai Zi 99112010288756 China Minsheng Banking Corp., Ltd. TABLE OF CONTENTS Article 1 Purpose of Loan 2 Article 2 Amount and Tenure of Loan 2 Article 3 Calculation of Interest 3 Article 4 Disbursement and Payment of Loan 5 Article 5 Repayment of Loan 8 Article 6 Guarantee] [Contract no: Hu Xin Zi 2010-X-38 Address: Huludao PURCHASE AND SALE CONTRACT Huludao Zinc Industry Co., Ltd. The Buyer: Wuhu Feishang Mining Development Co., Ltd. The Seller: 1. NAME and QUANTITY OF COMMODITY: Zinc Sulfuration Concentrate, sales by actual delivery. Total Jun 2011 Jul 2011 Aug 2011 Sep 2011 Oct 2011 Nov 2011 Dec 2011 Tonnes 5200 1600 600 600] [Name Jurisdiction of Incorporation Percentage Ownership Bijie Feishang Energy Co. Ltd. People’s Repubnlic of China 100% (held by Guizhou Puxin) China Coal Mining Investments Limited Hong Kong Special Administrative Region Feishang Dayun Coal Mining Limited Hong Kong Special Administrative Region 100% (held by Pineboom) Feishang Mining Holdings Limited British Virgin Islands Feishang Yongfu Mining Limited Hong Kong Special Administrative Region] [I, Li Feilie, certify that: 1. 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 misleading with respect to the period covered by this report; 3. 4.] [I, Wong Wah On Edward, certify that: 1. 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 misleading with respect to the period covered by this report;] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Li Feilie Chief Executive Officer June 30, 2011 EX-13.1 9 chnr_ex13z1.htm CERTIFICATION] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Wong Wah On Edward Chief Financial Officer June 30, 2011 EX-13.2 10 chnr_ex13z2.htm CERTIFICATION] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the following Registration Statements: (1) Form S-8 (Registration No. 333-146790) pertaining to the 2003 Equity Compensation Plan of China Resources Development, Inc., the predecessor to China Natural Resources, Inc. (the “Company”), and (2) Form F-3 (Registration No. 333-163702) of the Company; of our reports dated] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-146790) and the Registration Statement on Form F-3 (File No. 333-163702) of our report dated May 26, 2010, relating to the consolidated financial statements of China Natural Resources, Inc. and subsidiaries (which expresses an unqualified opinion and] [October 15, 2010 100 F Street, N.E. RE: China Natural Resources, Inc. We have read the statements that we understand China Natural Resources, Inc. will include in a Form 6-K report it will file regarding the recent change of auditors. We agree with such statements made regarding our firm. We have no basis to agree or disagree with other statements]

By | 2016-03-15T15:52:19+00:00 June 30th, 2011|Categories: Chinese Stocks, CHNR, SEC Original|Tags: , , , , , |0 Comments
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CHNR [CHINA NATURAL RESOURCES] 20-F: ¨ þ Yes ¨ þ Yes þ ¨

[¨ þ Yes ¨ þ Yes þ ¨ Yes ¨ ¨ Yes ¨ Large Accelerated Filer þ Accelerated Filer ¨ Non-Accelerated Filer þ U.S. GAAP International Financial Reporting Standards as issued ¨ Other ¨ By the international Accounting Standards Board ¨ ¨ Item 17 ¨ þ Yes CONVENTIONS References to “Baiping Mining” are to Jinsha Baiping Mining Co. Ltd., a] [CMBC-HT-313 (Gongsi 2010)-ZXSY-75166637 Record Number: CMBC-HT-313 (Gongsi 2010) Mergers and Acquisitions Gongjiedaizi Number: 99112010292815 China Minsheng Banking Corp., Ltd. CMBC-HT-313 (Gongsi 2010)-ZXSY-75166637 Mergers and Acquisitions Loan Agreement Borrower: Guizhou Puxin Energy Co., Ltd. (hereinafter referred to as “Party A”) Address: 1 Yan’an Road Central, Yunyan District, Guiyang City Postal code: Legal representative/ Person-in-charge: Ren Xiaogang Telephone: 0851-6885112 Fax: 0851-6885112 Bank:] [Stock Transfer Agreement AGREEMENT BY AND BETWEEN YANGPU LIANZHONG MINING CO., LTD. AND BAYANNAOER CITY FEISHANG COPPER CO., LTD. ON STOCK TRANSFER OF HAINAN NONFERROUS METAL MINING CO., LTD. Agreement Number: ___________________ Stock Transfer Agreement TABLE OF CONTENTS 1. DEFINITIONS AND INTERPRETATION 5 2. TRANSFER OF STOCK 6 3. CONSIDERATION 6 4. STOCK TRANSFER PROCEDURES 7 5. EXTENSION OF EXPLORATION] [Record Number: CMBC-HT184 (Company 2010) Working Capital Loan Agreement Number: Gong Jie Dai Zi 99112010288756 China Minsheng Banking Corp., Ltd. TABLE OF CONTENTS Article 1 Purpose of Loan 2 Article 2 Amount and Tenure of Loan 2 Article 3 Calculation of Interest 3 Article 4 Disbursement and Payment of Loan 5 Article 5 Repayment of Loan 8 Article 6 Guarantee] [Contract no: Hu Xin Zi 2010-X-38 Address: Huludao PURCHASE AND SALE CONTRACT Huludao Zinc Industry Co., Ltd. The Buyer: Wuhu Feishang Mining Development Co., Ltd. The Seller: 1. NAME and QUANTITY OF COMMODITY: Zinc Sulfuration Concentrate, sales by actual delivery. Total Jun 2011 Jul 2011 Aug 2011 Sep 2011 Oct 2011 Nov 2011 Dec 2011 Tonnes 5200 1600 600 600] [Name Jurisdiction of Incorporation Percentage Ownership Bijie Feishang Energy Co. Ltd. People’s Repubnlic of China 100% (held by Guizhou Puxin) China Coal Mining Investments Limited Hong Kong Special Administrative Region Feishang Dayun Coal Mining Limited Hong Kong Special Administrative Region 100% (held by Pineboom) Feishang Mining Holdings Limited British Virgin Islands Feishang Yongfu Mining Limited Hong Kong Special Administrative Region] [I, Li Feilie, certify that: 1. 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 misleading with respect to the period covered by this report; 3. 4.] [I, Wong Wah On Edward, certify that: 1. 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 misleading with respect to the period covered by this report;] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Li Feilie Chief Executive Officer June 30, 2011 EX-13.1 9 chnr_ex13z1.htm CERTIFICATION] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Wong Wah On Edward Chief Financial Officer June 30, 2011 EX-13.2 10 chnr_ex13z2.htm CERTIFICATION] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the following Registration Statements: (1) Form S-8 (Registration No. 333-146790) pertaining to the 2003 Equity Compensation Plan of China Resources Development, Inc., the predecessor to China Natural Resources, Inc. (the “Company”), and (2) Form F-3 (Registration No. 333-163702) of the Company; of our reports dated] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-146790) and the Registration Statement on Form F-3 (File No. 333-163702) of our report dated May 26, 2010, relating to the consolidated financial statements of China Natural Resources, Inc. and subsidiaries (which expresses an unqualified opinion and] [October 15, 2010 100 F Street, N.E. RE: China Natural Resources, Inc. We have read the statements that we understand China Natural Resources, Inc. will include in a Form 6-K report it will file regarding the recent change of auditors. We agree with such statements made regarding our firm. We have no basis to agree or disagree with other statements]

By | 2016-03-15T15:55:27+00:00 June 30th, 2011|Categories: Chinese Stocks, CHNR, Webplus ver|Tags: , , , , , |0 Comments
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LONG [eLong,] 20-F: (Original Filing)

[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 People’s 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 People’s 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 Holder’s 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 Holder’s 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 [TransAsia’s Letterhead] June 28, 2011 eLong, Inc. Dear Sirs: Yours faithfully,]

By | 2016-03-02T11:40:58+00:00 June 29th, 2011|Categories: Chinese Stocks, LONG, SEC Original|Tags: , , , , , |0 Comments
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LONG [eLong,] 20-F: TABLE OF CONTENTS Page PART I

[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 People’s 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 People’s 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 Holder’s 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 Holder’s 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 [TransAsia’s Letterhead] June 28, 2011 eLong, Inc. Dear Sirs: Yours faithfully,]

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LONG [eLong,] 20-F: (Original Filing)

[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]

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LONG [eLong,] 20-F: TABLE OFNTENTS Page PART I Item1: Identity of

[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]

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LAS [Lentuo International] 20-F: (Original Filing)

[FORM 20-F o OR x OR o OR o Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . . For the transition period from to Lentuo International Inc. Not Applicable Cayman Islands (Jurisdiction of incorporation or organization) No.18A Huagong Road, Guangqumenwai, Chaoyang District,] [List of Subsidiaries Wholly Owned Subsidiaries Lentuo HK Limited Beijing Anhui Wanxing Science & Technology Co., Ltd. Beijing Jiashi Shengtong Investment Consulting Co., Ltd. Consolidated Affiliated Entit ies Beijing Tuozhan Industrial & Trading Development Co., Ltd. Beijing Aotong Automobile Trading Co., Ltd. Beijing Lentuo Chengxin Commercial & Trading Co., Ltd. Beijing Yuantongqiao Toyota Automobile Trading Co., Ltd. Beijing Tuojiacheng Commercial] [CERTIFICATION I, Jing Yang, certify that: 1. I have reviewed this annual report on Form 20-F of Lentuo International Inc. (the “Company”); 2. Based on my knowledge, this annual 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] [CERTIFICATION I, Ping Yu, certify that: 1. I have reviewed this annual report on Form 20-F of Lentuo International Inc. (the “Company”); 2. Based on my knowledge, this annual 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] [Certification (1) (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Jing Yang Chief Executive Officer 1 EX-13.1 5 a11-15668_1ex13d1.htm EX-13.1] [Certification (1) (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Ping Yu Chief Financial Officer 1 EX-13.2 6 a11-15668_1ex13d2.htm EX-13.2]

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HIHO [HIGHWAY] 20-F: (Original Filing)

[TABLE OF CONTENTS PART I 2] [] [] [Name of Entity The following is a list of all of this Company’s subsidiaries. However, only the following five subsidiaries are, as of the June 29, 2011, active subsidiaries that conduct operations: Nissin Precision Metal Manufacturing Limited; Kayser Limited; Golden Bright Plastic Manufacturing Company Limited; Hi-Lite Camera Company Limited; and Nissin Metal and Plastic (Shenzhen) Company Limited. Antemat Limited Kayser] [of the Sarbanes-Oxley Act of 2002 I, Roland W. Kohl, certify that: 1. I have reviewed this annual report on Form 20-F of Highway Holdings Limited; 2. Based on my knowledge, this annual 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] [of the Sarbanes-Oxley Act of 2002 I, Alan Chan, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b) Dated: June 29, 2011 Alan Chan Chief Financial Officer EX-12.2 93 v227181_ex12-2.htm] [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. Dated: June 29, 2011 Roland W. Kohl Chief Executive Officer EX-13.1 94 v227181_ex13-1.htm] [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. Dated: June 29, 2011 Alan Chan Chief Financial Officer EX-13.2 95 v227181_ex13-2.htm] [AGCA, Inc. CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in Registration Statements No. 333-13320, No. 333-10312 and No. 333-132736 on Form S-8 and No. 333-168870 on Form F-3 of our report dated June 29, 2010 relating to the consolidated financial statements as of March 31, 2010 and for the year ended March 31, 2010 of Highway] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements No. 333-13320, No. 333-10312 and No. 333-132736 on Form S-8 and No. 333-168870 on Form F-3 of our report dated June 29, 2011 relating to the consolidated financial statements as of March 31, 2011 and for the year ended March 31, 2011 of] [AGCA, Inc. June 29, 2011 Security and Exchange Commission 100 F Street, N. E. Dear Sirs: HIGHWAY HOLDINGS LIMITED 0001026785 CIK# We have read the information required by Item 16F of Form 20-F dated June 29, 2011 of Highway Holdings Limited, and have the following comments: 1. 2. Yours faithfully, Arcadia, California 735 W. Duarte Road, Suite 203, Arcadia, CA]

By | 2016-03-09T02:50:18+00:00 June 29th, 2011|Categories: Chinese Stocks, HIHO, SEC Original|Tags: , , , , , |0 Comments
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LAS [Lentuo International] 20-F: FORM 20-F o OR x OR o OR

[FORM 20-F o OR x OR o OR o Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . . For the transition period from to Lentuo International Inc. Not Applicable Cayman Islands (Jurisdiction of incorporation or organization) No.18A Huagong Road, Guangqumenwai, Chaoyang District,] [List of Subsidiaries Wholly Owned Subsidiaries Lentuo HK Limited Beijing Anhui Wanxing Science & Technology Co., Ltd. Beijing Jiashi Shengtong Investment Consulting Co., Ltd. Consolidated Affiliated Entit ies Beijing Tuozhan Industrial & Trading Development Co., Ltd. Beijing Aotong Automobile Trading Co., Ltd. Beijing Lentuo Chengxin Commercial & Trading Co., Ltd. Beijing Yuantongqiao Toyota Automobile Trading Co., Ltd. Beijing Tuojiacheng Commercial] [CERTIFICATION I, Jing Yang, certify that: 1. I have reviewed this annual report on Form 20-F of Lentuo International Inc. (the “Company”); 2. Based on my knowledge, this annual 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] [CERTIFICATION I, Ping Yu, certify that: 1. I have reviewed this annual report on Form 20-F of Lentuo International Inc. (the “Company”); 2. Based on my knowledge, this annual 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] [Certification (1) (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Jing Yang Chief Executive Officer 1 EX-13.1 5 a11-15668_1ex13d1.htm EX-13.1] [Certification (1) (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Ping Yu Chief Financial Officer 1 EX-13.2 6 a11-15668_1ex13d2.htm EX-13.2]

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