[Title of Each Class Name of Each Exchange on Which Registered American Depositary Shares, each representing two ordinary shares, par value $0.01 per ordinary share The Nasdaq Global Market None None 34,950,610 ordinary shares, par value US$0.01 per share; 33,589,204 high-vote ordinary shares, par value US$0.01 per share. Indicate the number of outstanding shares of each of the issuer’s classes] [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] [EXECUTION VERSION Confidential INDEMNIFICATION AGREEMENT INDEMNIFICATION AGREEMENT Purple Mountain Holding Ltd. Option Holder Yue (Justin) Tang Tang Option Holder Parties eLong, Inc., Company This RECITALS Options 156,250 Shares 1.5325 241,953.13; 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,] [EXECUTION VERSION Confidential AMENDED AND RESTATED SECURITIES ESCROW AGREEMENT AMENDED AND RESTATED SECURITIES ESCROW AGREEMENT Agreement Purple Mountain Holding Ltd. Option Holder Yue (Justin) Tang Tang Option Holder Parties eLong, Inc. Company Escrow Agent This RECITALS Original Escrow Agreement WHEREAS, the Option Holder Parties, the Company and the Escrow Agent entered into that certain Securities Escrow Agreement (the “ Original] [Execution Copy Share and Debt Transfer Agreement This Share and Debt Transfer Agreement is executed on July 6th, 2011 by the following parties. eLong, Inc. (hereinafter “Party A”) Legal Address: Cayman, Cayman Islands Jack Wang (hereinafter “Party B”) Address: th Floor, Liufangbeili Street, Chaoyang District, Beijing ID No.: Guangfu Cui (hereinafter “Party C”) Residence: ID No.: Jason Xie (hereinafter “Party] [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 July 6th, 2011 by and between the following parties: Pledgee: Address: Legal Representative: Pledgor: Address: ID No.: Jason Xie Address: ID No.: WHEREAS, (1) www.elong.com Beijing eLong Information Technology Co., Ltd. (hereinafter] [Execution Copy Fifth Amended and Restated Loan Agreement The Fifth Amended and Restated Loan Agreement is executed on July 6th, 2011 by the following parties. eLong, Inc. (hereinafter “Party A”) Legal Address: Cayman, Cayman Islands Guangfu Cui (hereinafter “Party B”) Residence: ID No.: Jason Xie (hereinafter “Party C”) Residence: ID No.: Whereas: 1. Party A is a company registered in] [Execution Copy Fifth Amended and Restated Exclusive Purchase Right Agreement eLong.Inc (hereinafter “Party A”) Registered Address: Cayman Islands. Guangfu Cui ID No.: Address: Jason Xie Address: ID No.: (hereinafter collectively “Party B”) Beijing eLong Information Technology Co., Ltd. (hereinafter “Party C”) Registered Address: nd , Floor Legal Representative: eLongNet Information Technology (Beijing) Co., Ltd. (hereinafter “Party D”) Registered Address: Legal] [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 July 6, 2011 (hereinafter the “Effective Date”) among the following parties: eLong Net Information Technology (Beijing) Co., Ltd. (hereinafter “Party A”) Address: Legal Representative: Beijing eLong Information Technology Co. Ltd (hereinafter “Party B”)] [Debt Setoff Agreement This agreement was signed in Beijing on of December 30, 2011. Party A: Beijing eLong Air Services Co., Ltd. (hereafter referred to as “eLong Air” or “Party A”) Legal Representative: Guangfu Cui Party B: Beijing eLong International Travel Agency Co., Ltd. (hereafter referred to as “eLong Travel” or “Party B”) Legal Representative: Guangfu Cui Party C: Beijing] [Technology (Software Copyright) Transfer Agreement This agreement is entered into in Beijing as of January 24, 2011 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 Technology (Beijing) Co., Ltd. Address: Xingke Plaza, 10 Jiuxianqiao Road, Chaoyang District, Beijing Term: January 1, 2011 to] [Company eLong, Inc. (the “ 4th Floor, Hutchence David Century Garden George Town, Grand Cayman Cayman Islands Beijing eLong Information Technology Co., Ltd. 2th Floor, Xingke Plaza Tower C Building, 10 Middle JiuXianQiao Road, Chaoyang District Beijing, China Guangfu Cui No.1, XiangHongqi Street Haidian District Beijing, China ID number: 110108196902010857 Jason Xie Room 1001, No. 68 Lane 600,Yingkou Road, Yangpu] [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, 2011 and results of operations of the Company for the year ended December 31, 2011. Guangfu Cui Chief Executive Officer April 26, 2012 EX-13.1 16 d282428dex131.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER] [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, 2011 and results of operations of the Company for the year ended December 31, 2011. Mike Doyle Chief Financial Officer April 26, 2012 EX-13.2 17 d282428dex132.htm CERTIFICATION OF CHIEF FINANCIAL OFFICER] [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 TransAsia Lawyers [Letterhead of TransAsia Lawyers] April 23, 2012 eLong, Inc. Block B, Xingke Plaza Building 10 Middle Jiuxianqiao Road Chaoyang District, Beijing 100016 People’s Republic of China Dear Sirs: Yours faithfully, EX-15.2 19 d282428dex152.htm CONSENT OF TRANSASIA LAWYERS]