[New Oriental Announces Results for the Third Fiscal Quarter Ended February 28, 2013, and Adoption of Up to US$50 Million Share Repurchase Program Third Quarter Net Revenues Increased by 28.6% Year-Over-Year Third Quarter Operating Income Increased by 35.9% Year-Over-Year Third Quarter Net Income Attributable to New Oriental Increased by 25.0% Year-Over-Year Beijing, April 24, 2013 Highlights for the Third]
[New Oriental Announces Results for the Third Fiscal Quarter Ended February 28, 2013, and Adoption of Up to US$50 Million Share Repurchase Program Third Quarter Net Revenues Increased by 28.6% Year-Over-Year Third Quarter Operating Income Increased by 35.9% Year-Over-Year Third Quarter Net Income Attributable to New Oriental Increased by 25.0% Year-Over-Year Beijing, April 24, 2013 Highlights for the Third]
[TAL Education Group Announces Unaudited Financial Results for the Fourth Fiscal Quarter and Fiscal Year Ended February 28, 2013 · Quarterly Net Revenues Increased by 14.2% Year-Over-Year · Quarterly Income from Operations Decreased by 10.4% Year-Over-Year · Quarterly Net Income Attributable to TAL Decreased by 9.7% Year-Over-Year · Fiscal Year Net Revenues Increased by 27.3% · Fiscal Year Income from]
[TAL Education Group Announces Unaudited Financial Results for the Fourth Fiscal Quarter and Fiscal Year Ended February 28, 2013 · Quarterly Net Revenues Increased by 14.2% Year-Over-Year · Quarterly Income from Operations Decreased by 10.4% Year-Over-Year · Quarterly Net Income Attributable to TAL Decreased by 9.7% Year-Over-Year · Fiscal Year Net Revenues Increased by 27.3% · Fiscal Year Income from]
[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,]
[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,]
[New Oriental Announces Results for the Third Fiscal Quarter Ended February28, 2013, andoption of Up to US$50 Million Share Repurchase Program Third Quarter Net Revenuesreased by 28.6% Year-Over-Year Third Quarter Operatingomereased by 35.9% Year-Over-Year Third Quarter Netome Attributable to New Orientalreased by 25.0% Year-Over-Year Beijing, April24, 2013]
[TAL Education Announces Unaudited Financial Results for the Fourth Fiscal Quarter and Fiscal Year Ended February28, 2013 Quarterly Net Revenuesreased by 14.2% Year-Over-Year Quarterlyome from Operations Decreased by 10.4% Year-Over-Year Quarterly Netome Attributable to TAL Decreased by 9.7% Year-Over-Year Fiscal Year Net Revenuesreased by 27.3% Fiscal Yearome from Operationsreased by 49.4%]
[TAL Education Announces Unaudited Financial Results for the Fourth Fiscal Quarter and Fiscal Year Ended February28, 2013 Quarterly Net Revenuesreased by 14.2% Year-Over-Year Quarterlyome from Operations Decreased by 10.4% Year-Over-Year Quarterly Netome Attributable to TAL Decreased by 9.7% Year-Over-Year Fiscal Year Net Revenuesreased by 27.3% Fiscal Yearome from Operationsreased by 49.4%]
[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]
