Exhibit 4.64


 


English Translation


 


 


 





 


Employment Contract


 


 


 





Party
A:  ELONG, INC.


 


Party
B: Hao Jiang


 


Date
of signing: July 7, 2015


 









     


     


    







 


Party A:


 


Name: ELONG, INC.


 


Legal representative: Guangfu Cui


 


Party B:


 


Name: Hao Jiang


 


Gender: Male


 


Address:


 


ID card No.:


 


educational
attainment: Bachelor


 


Date of birth:


 


Postcode:_______________


 


Tel:


 


Registered permanent residence: Shanghai


 


Whereas,


 


1. Party A has informed Party B of according
to the facts, and Party B has acknowledged, his work content, work conditions, workplace, occupational hazards, safety production
conditions, compensation, Employee Manual, relevant rules with Party A as well as other information required by Party B;


 


2. Party B hopes to establish the employment
relationship with Party A; in accordance with applicable laws and regulations, through unanimous equal consultation, Party A and
Party B are willing to enter into this contract.


 






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Article 1 Term of Employment Contract


 


(i) This is a contract
of fixed term (please select and fill: fixed term, flexible term or taking the completion of a specific amount of work as
a term), and the specific effective period is determined as follows:


 


1. fixed
term: The effective term is three years, commencing from July 08, 2015 (commencement date) and expiring on
July 07, 2018 (expiry date); the probation period is  / months (three/six months), commencing from
the commencement date and expiring on  / .


 


2. flexible
term: The effective period commences from  /  (commencement date).


 


3. taking
the completion of a specific amount of work as a term:


 


Work commencement
criteria: / ;


 


Work completion
criteria: / .


 


(ii) Both parties understand
and agree that the “probation period” in the above (i) item 1 is a period when Party A evaluates whether Party B is
competent for/conforms to the job duties agreed by both parties; the following circumstances are considered as nonconformity to
the employment conditions, and Party A shall be entitled to terminate this contract in the probation period:


 


1. Party B has the circumstances not conforming
to the employment conditions in Appendix 1 (if any);


 


2. Party B is evaluated as nonconforming
in Party A’s internal probation period
Evaluation Form (See Appendix 2 for its form, to be evaluated by an employee’s immediate superior);


 


3. Within 30 days after the commencement
date specified in Article 1 Section (i), Party B fails to submit all necessary documents for transferring the social insurance/personnel
file relationship, rendering that Party A couldn’t pay the social insurance for Party B.


 


Article 2 Work Content and Workplace


 


(i) Party B’s
department is CEO Office; the class is 1..


 


(ii) Party B agrees
to work in Beijing (place), and the job title is CEO.


 


(iii) Party B’s
specific work content, job requirement and evaluation criteria shall be subject to the job descriptions formulated by Party A or
corresponding policies of Party A (For details, see Appendix 1).


 


(iv) Party B agrees
that: Party A has the right to make temporary or permanent adjustments of Party B’s job duties and compensation in case of
the following circumstances (including but not limited to Party B’s class, work position, work content, reporting relations,
workplace):


 






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1. Party B is incompetent for his job:
“Being incompetent for his job” means that: (i) he couldn’t perform his duties associated with his position in
strict accordance with the instructions of company management and/or the duties specified in this contract, other agreements between
both parties or relevant corporate policies, and/or (ii) his performance of duties couldn’t fulfill people’s commonly
expected standard for an employee in a similar work position or entrusted to conduct similar work or corporate basic objectives;


 


2. Any change of objective circumstances
renders Party B’s job or position to no longer exist;


 


3. Party A has a position for Party B in
view of its business operation need or considers a position better suitable for Party B;


 


4. Party B’s professional/technical
capability, physical conditions or working performance doesn’t conform to Party A’s evaluation criteria.


 


Article 3 Working Hours, Rest and Vacations


 


(i) Party B will work
according to the irregular working hour (please select one: regular working hour/irregular working hour) system.


 


(ii) Where the regular
working hour system is selected, Party A will arrange Party B to work for not more than 8 hours per day (excluding the noon break
period) and not more than 40 hours per week on the average; where the special working hour system is exercised after approval,
relevant provisions of the State and local government shall be executed.


 


(iii) Where the regular
working hour system is selected, Party B hereby agrees that: Party B can only work overtime as reasonably requested by Party A
and upon prior approval of Party A’s relevant department manager.


 


(iv) Where the irregular
working hour system is selected, since the work cannot be measured according to the standard working hours, both parties couldn’t
define the overtime, unless it is reasonably requested by Party A and Party B has obtained prior written approval of his immediate
supervisor.


 


(v) In case of one
of the following circumstances, Party A shall be entitled to arrange Party B to extend the working hours from time to time:


 


1. where emergency measures are necessary
in the event of natural disaster, accident or other reason that threatens the life and health of employees and the safety of the
property;


 






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2. where prompt rush repair is needed in
the event of breakdown of production equipment, transportation lines or public facilities that affects production and public interests;
and


 


3. other circumstances as stipulated by
laws, administrative rules and regulations.


 


(vi) If Party A arranges
Party B to work overtime, it shall offer deferred time-off or overtime compensation to Party B according to relevant national rules
and regulations, unless otherwise specifically provided for by laws and relevant provisions.


 


(vii) According to
Party A’s provisions and China’s pertinent laws and regulations, relevant provisions on vacation, annual paid leave
and holidays shall be executed.


 


Article 4 Labor Remuneration


 


(i) Party B’s
wage and benefits shall be subject to the wage distribution policies, procedures and standards specified by Party A according to
law.


 


(ii) Party B’s
wage in the probation period is RMB / ; after the expiry conditions thereof as agreed by both parties are fulfilled, Party
B’s wage for normal service in the statutory working hours is RMB56,250; Party A will withhold and remit from the
wage the personal income tax and social insurance (or other) expenses payable by Party B according to relevant governing laws and
regulations.


 


(iii) “Wage”
as used above means: the amount before withholding and remitting of applicable taxes as well as social insurance (or other) expenses
payable by Party B. it covers all subsidies, allowances or other sums, unless Party
A’s rules and regulations expressly stipulate that any such sum should be paid outside the definition of “wage”.
If Party A implements new wage policies and procedures or adjusts wage levels, it may apply to Party B’s wage.


 


(iv) Party A will pay
Party B’s monthly wage by way of bank transfer at the last day (time) of each month; if it falls on
a holiday or weekend, the wage pay day will be the last business day prior to such holiday or weekend.


 


(v) Method of calculating
the monthly wage upon Party B’s employment/resignation: (monthly wage/21.75)×Party B’s number of actual working
days that month.


 


(vi) Wage adjustment
shall be subject to the wage adjustment policies legally formulated by Party A or as mutually agreed by both parties. Party B agrees
that: Party A shall be entitled to adjust Party B’s wage in case of one of the following circumstances:


 






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1. Party A adjusts the overall wage structure;


 


2. Party B’s working position is adjusted in view of his
working performance or capability;


 


3. Party B is incompetent for his work
or fails to complete the assignments;


 


4. Party B’s position or job is adjusted
according to Party A’s rules and regulations or as mutually agreed and specified by both parties in this contract;


 


5. Party B breaches the labor disciplines
or causes the economic loss of Party A;


 


6. Conditions of Party A’s business
operations change. When Party A encounters the operation difficulty, Party A shall be entitled to distribute the wage according
to the minimum wage level without the termination of this contract;


 


7. Other circumstances.


 


(vii) Party A may pay
to Party B the variable or irregular bonus and incentive and/or other sums according to its compensation policies.


 


(viii) Except for the
social insurance benefits stipulated by laws, Party A may provide to Party B, or alter or terminate, supplementary medical insurance
and other forms of insurance according to its policies and operating conditions.


 


Article 5 Labor Protection, Labor Conditions
and Occupational Hazard Protection


 


(i) Party A shall provide
Party B with necessary labor conditions and labor instruments.


 


(ii) Party A shall
provide its employees with labor protection according to relevant laws and regulations of the national and local governments; with
respect to any job having the occupational hazards, Party A shall provide the occupational hazard protection according to relevant
national laws.


 


Article 6 Social Insurance and Welfare
Benefits


 


(i) Party A and Party
B shall participate in and pay according to law social insurance pursuant to relevant laws and regulations of the national and
local governments; Party B shall be obligated to provide Party A with all relevant documents necessary for the social insurance
payment.


 


(ii) Welfare benefits:
For details, refer to Party A’s Employee Manual and relevant rules.


 


Article 7 labor
disciplines


 


(i) Party B confirms
that it has known and carefully read Party A’s rules and regulations as well as workplace discipline policies; Party B undertakes
to strictly comply with Party A’s rules and regulations as well as workplace discipline policies, and Party A rewards and
punishes Party B according to relevant rules and regulations.


 






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(ii) Party A shall
be entitled to formulate and modify its rules and regulations as well as labor disciplines according to laws and regulations.


 


(iii) Party B shall
comply with Party A’s workplace discipline policies, which include but not limited to:


 


1. Party B shall faithfully and completely
execute the instructions of his supervisor or company management and/or pursuant to resolutions of the board of directors.


 


2. Party B shall strictly follow Party
A’s attendance check system, and cannot be late for work, leave early or be absent from work. Where he leaves his job without
requesting for a leave, it will be treated as absenteeism.


 


3. Party B agrees to devote all of his
energies to perform his job duties during normal working hours or other reasonable time required by corporate business, and can
neither conduct anything irrelevant with his work and not arranged by Party A for his personal or third-party benefits during the
working hours, nor engage in any affair in conflict with Party A’s interests or anything irrelevant with his job and using
corporate resources (including but not limited to machines, devices, documents, etc.); Party B cannot hold any external interests
that might be detrimental to Party A’s interests or lower or affect his working performance.


 


4. Party B cannot commit fraud or cheat,
seek for private interest or conduct other illegal acts using his job or position, including but not limited to forging documents,
obtaining reimbursement without substantiating evidence or providing false certificates and other relevant information, etc.


 


5. Party B cannot have fight or violence,
stir up trouble or commit theft, fraud, falsification, threat, humiliation or defamation; he cannot disturb the order of work,
conduct sexual harassment, alcoholic abuse, drug addiction, gambling, or intentional damage or encroachment of Party A’s
property and have other acts in violation of laws or public moral norm and order and good practice.


 


6. Party B cannot damage Party A’s
reputation and interest in any way.


 


7.
Party B cannot disclose Party A’s business secrets, including but not limited to: 1
classified information regarding major corporate decisions, such as business operation plans, projects or decisions that have not
been implemented, supply and marketing information and customers’ files; 2
all kinds of corporate information not made public; 3 corporate
financial budget and final budget reports as well as all kinds of financial statements, remuneration and statistical reports; 4
business secrets of the Company and its customers, suppliers, partners, etc.; 5
Mis system account and password; 6 customer list, contract
information, etc.


 






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8. Party B can neither receive from Party
A’s clients (including government officials, the same below) and/or suppliers any commission, remuneration or rebate, nor
provide to Party A’s clients and/or the supplier’s employees or managers any gift or treatment in excess of Party A’s
specified amount limit, nor violate governing laws and regulations regarding job or commercial bribes.


 


9. Upon the termination of his employent
with Party A, Party B shall cooperate with the transition and return to Party A all kinds of documents and properties.


 


(iv) Handling of Party
B for breaching the disciplines:


 


1. Party A has the right to take disciplinary
actions against Party B for his violation of labor disciplines under this contract and other mistakes not expressly included herein,
including without limitation written warning, termination of employment contract, indemnification for monetary damages, etc.


2. If Party B has any of the circumstances
specified in Article 25 of the Labor Law of the People’s Republic of China or Article 39 of the Labor Contract Law of the
People’s Republic of China, Party A shall be entitled to immediately terminate this contract with no payment of any compensation;
if Party B’s act incurs any loss to Party A, Party B shall indemnify Party A for such losses.


 


Any of the following circumstances
of Party B during his employment with Party A shall be considered as a “serious violation of the employer’s rules and
regulations”:


 


(1) Party B breaches
the “labor disciplines”
under paragraphs 3, 4, 5, 6, 7 or 8 of Article 7 Section (iii) hereof;


 


(2) Party B commits
the same violation after receipt of one written warning for a previous disciplinary violation;


 


(3) Party B is absent
from work without reason for not less than 3 days in total during his employment with Party A;


 


(4) Party B disturbs
Party A’s normal order of work;


 


(5) When an employee
terminates his employment with Party A, he refuses to make a transition of the work; or he fails to complete handover as requested
by Party A, including but not limited to failing to hand over all kinds of documents and property of Party A;


 






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(6) Other circumstances
specified in the Employee Manual.


 


the
following circumstances of Party B during his work with Party A will be considered as “gross neglect of duty, jobbery, causing
serious damage to the employer”:


 


(1) Party B incurs
an economic loss to Party A amounting to above RMB 2000 or seriously damages Party A’s reputation.


 


(2) Party B causes
an accident or customer’s serious complaints due to carelessness or neglect of duty.


 


(3) Party B frequently
causes waste products, damages tools and devices, wastes raw materials or energy due to dereliction of duty at work.


 


3. Where Party B violates the labor disciplines
under this contract or the Employee Manual, Party A has the right to investigate Party B; when Party B is subject to any disciplinary
investigation or legal investigation, Party A may suspend Party B’s work; during such suspension period, Party A will only
pay the wage to Party B according to the local minimum wage level.


 


Article 8 Alteration of Employment Contract


 


In case of one of the following circumstances,
Party A and Party B shall alter the employment contract and promptly handle the procedure of alteration of contract:


 


(i) In case of the
changes of laws, administrative rules and regulations based on which this contract is entered into, relevant contents in this contract
shall be altered.


 


(ii) By mutual agreement
between Party A and Party B, this contract may be altered.


 


(iii) In case of serious
changes of objective circumstances forming the basis of this contract, resulting in the failure to perform this contract, through
consultation between both parties, relevant provisions of this contract may be altered.


 


(iv) When other alteration
circumstances stipulated by both parties occur, revelant provisions of this contract shall be altered.


 


Article 9 Rescission of Employment Contract


 


(i) This contract may
be rescinded by mutual agreement between Party A and Party B.


 


(ii) Party A may rescind
the employment contract pursuant to the provisions of Article 7 herein.


 


(iii) Party A may rescind
this contract with Party B according to Article 36, Article 39, Article 40 or Article 41 of the labor
contract Law.


 






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(iv) Party B shall
notify in writing Party A of his resignation 30 days (3 days in the probation period) in advance, and shall complete the job handover
with Party A, return Party A’s property, and perform other obligations agreed with Party A. Within 15 days after Party A
and Party B terminate the employment relationship, Party A shall handle the social insurance formalities for Party B, and Party
B shall provide assistance to Party A in completing such transfer formalities; if such social insurance formalities cannot be handled
by Party A due to Party B’s reasons, Party B shall bear all liabilities incurred thereby.


 


(v) Party B may rescind
this employment contract with Party A pursuant to Article 38 of the Labor Contract Law.


 


(vi) When Party B has
the legal circumstances where the employment contract cannot be terminated or rescinded, Party A shall execute pertinent laws and
regulations.


 


(vii) Party B understands
and agrees that after the employment contract between Party B and Party A is rescinded or terminated, Party B must promptly
handle the transfer of file relationship with Party A; otherwise, Party B agrees that Party A shall be entitled to transfer
Party B’s files to the district office at the registered permanent residence of Party B recorded on the employee register
15 days after the final workday of Party B.


 


Party B understands
and agrees that if Party B cannot promptly complete the job handover with Party A after rescinding the employment contract
with Party A, Party A may suspend the payment of any compensation to Party B (if any).


 


Article 10 Termination of Employment
contract


 


In case of one of the following circumstances,
this contract is terminated:


 


(i) The effective period
of this contract is subject to Article 1 hereof, provided that if any of the circumstances prescribed in Article 45 of the Labor
Contract Law applies upon its expiry, this employment contract shall be extended until relevant circumstance ceases to exist, at
which point the contract shall terminate. the termination of employment contract
resulting from the employee’s loss of capacity, wholly or partially, to work due to occupational disease or work-related
injury shall be handled in accordance with relevant national provisions on work-related injury insurance.


 


(ii) This contract
is terminated when other termination circumstances stipulated by laws occur.


 


Article 11 Renewal of Employment contract


 





If this contract has a fixed term, one
of the following items applies in view of different circumstances:


 






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(i) Within 30 days
prior to the expiry of contract term, if both parties have no objection to main provisions of this contract, they will renew the
employment contract by signing an addendum to this contract.


 


(ii) The renewal of
employment contract shall be completed not later than 30 days after the expiry of contract term, in which Party B shall cooperate
in these efforts.


 


(iii) If either party
objects to any of the main provisions of this contract in writing 30 days before the expiry of the then contract term, and both
parties fail to reach a new agreement to resolve such disputed matters and enter into an addendum to reflect such new agreement
prior to the expiry of the then contract term, this contract will expire at the expiry date specified in Article 1 Section (i).


 


(iv) Where a
flexible-term employment contract shall be renewed according to legal provisions, this contract will be automatically renewed into
a flexible-term employment contract.


 


Article 12 Party B’s Warranties


 


(i) At the commencement
date, Party B is not employed by any other entity, and its employment by Party A according to this contract doesn’t violate
any contract or legal obligations thereof, and it can enter into this contract with full capacity.


 


(ii) Party B undertakes
to promptly submit effective documents to Party A or a personnel placement services company designated by Party A in order to handle
the social insurance and public accumulation fund for housing construction; Party B shall be held liable for any damages resulting
from any delay to submit same.


 


(iii) Party B shall
undertake that all of personal information, certificates, materials and other documents furnished to Party A are true and effective,
and shall bear corresponding liability. In the event that Party B breaches any above warranty, Party A may rescind this contract
immediately without paying any compensation.


 


(iv) Party B undertakes
to bear the confidentiality obligations for all business secrets accessed during his employment with Party A, and will not disclose
the same either himself or through others.


 


(v) Others.


 


Article 13 Default Liabilities


 


(i) Where Party A or
Party B causes any loss to the other party due to violation of this contract, it shall indemnify such other party for the economic
loss incurred to such party.


 






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(ii) If Party B fails
to notify Party A of rescinding this contract 30 days in advance, Party A shall be entitled to request Party B to continue to perform
this contract; in the event of any loss incurred to Party A resulting therefrom, Party A shall be entitled to request Party B to
bear the liability for compensation.


 


(iii) Where Party B
receives the specialized technical training of Party A, Party A and Party B shall enter into a Training Agreement. Where Party
B violates the provisions thereof regarding the service term, Party B shall reimburse Party A for the training cost paid by Party
A as agreed.


 


(iv) In the event that
Party B rescinds the employment contract in violation of the conditions specified herein or breaches his obligation of keeping
business secrets specified in this contract, which has caused economic loss to Party A, Party B shall bear the liability for compensation
to the extent of the loss.


 


(v) Party B shall hand
over the work to the persons designated by Party A within the period specified by Party A after the rescission of this contract;
if Party B refuses to hand over the work and property, which has caused any economic loss to Party A, Party B shall bear the liability
for compensation to the extent of the loss; otherwise, Party A may deduct the amount of such loss from Party B’s wage or
economic compensation (if any).


 


Article 14 Confidentiality Obligations
and Non Competition


 


The Confidentiality Agreement shall be
executed (For details, see Appendix 3).


 


Article 15 Settlement of Labor Disputes


 


Where labor disputes
arise, both parties may settle same through consultation. Where consultation fails, the party requesting an arbitration shall file
an application for arbitration with the labor dispute arbitration commission in the place in which Party A is located within 60
days following the date on which such labor disputes arose.


 


Article 16 Miscellaneous


 


(i) Once being announced
to Party B by Party A, Party A’s rules and regulations, policies and provisions, including but not limited to the Employee
Manual, Code of Business Conduct and Ethics, will become an appendix to this contract and have legal force with this contract.


 


(ii)
For issues not covered herein, both parties may enter into a supplementary agreement; in case of the discrepancy between the provisions
of supplementary agreement and this contract, the supplementary agreement shall prevail; where otherwise stipulated by both parties,
the stipulations of both parties shall prevail; in case of contradiction to relevant laws and regulations of the State and local
government, relevant laws and regulations shall
be executed.






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(iii) this
contract shall take effect as of the date being signed and sealed by both parties.


 


(iv) this
contract is made in duplicate, Party A and Party B each holding one copy.


 


(v) Appendices to this
contract:


 


1. Appendix 1: Party B’s Work Contents,
job requirement and evaluation
criteria descriptions;


 


2. Appendix 2: probation
period Evaluation Form;


 


3. Appendix 3: Confidentiality Agreement.


 


[no
text below]


 


Party A (signature): /s/ Guangfu Cui                                                                                      Party
B (signature): /s/ Hao Jiang


 


Date of signature: July 7, 2015                                                                                     Date
of signature: July 7, 2015


 






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