Exhibit
4.57


 


English Translation


 


Execution Copy







 


Succession
Agreement


 





This
succession agreement (hereinafter referred to as this “Agreement”) is
entered into by the parties named below as of September 7, 2015 in Beijing, the People’s Republic of China (hereinafter
referred to as “PRC”):


 










Party A: eLong, Inc.


Address: 4th
Floor, Hutchence David Century Garden, George Town, Grand Cayman, Cayman Islands


Authorized representative:
Guangfu Cui


 


Party B: eLongNet Information
Technology (Beijing) Co., Ltd.


Address: 10 Jiuxianqiao
Road, Chaoyang District, Beijing


Legal representative:
Guangfu Cui


 


Party C:


Guangfu Cui


Address: Room 101, Entrance
2, Building 3, No.2 sanatorium for retired
cadres, 1 Xianghongqi Dongmenwai, Haidian District, Beijing


ID No.:


 


Party D:


Beijing Asiamedia Interactive
Advertising Co., Ltd.


Address: 2nd Floor, Xingke
Plaza-B, 10 Jiuxianqiao Street, Chaoyang District, Beijing


Legal representative:
Hao Jiang


 


Party E:


Hao Jiang


Domicile: Room 601, Building
No. 63, No. 316, Gumeixi Road, Minhang District, Shanghai


ID No.:


 






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Whereas,


 


		1.	Party A and Party C entered into the Sixth Amended and Restated Loan Agreement on December 26,
2012 and the Amendment to the Sixth Amended and Restated Loan Agreement on August 15, 2013 (hereinafter
collectively referred to as “Loan Agreement”);



 


		2.	Party A, Party B, Party C and Party D entered into the Sixth Amended and Restated Exclusive Purchase
Right Agreement on December 26, 2012 (hereinafter referred to as “Exclusive Purchase
Right Agreement”);



 


		3.	Party B and Party C entered into the Equity Interest
Pledge Agreement on December 26, 2012 and the Amendment to the
Equity Interest Pledge Agreement on August
15, 2013 (hereinafter collectively referred to as “Equity Interest Pledge Agreement”);



 


		4.	Party B, Party C and Party D entered into the Sixth Amended
and Restated Business Operations Agreement on December 26, 2012 and the Amendment
to the Sixth Amended and Restated Business Operations Agreement on
August 15, 2013  (hereinafter collectively referred to as “Business
Operations Agreement”); (Loan Agreement, Exclusive Purchase
Right Agreement, Equity Interest Pledge Agreement and Business Operations Agreement are collectively referred to as “Control
Agreements”)



 


		5.	Party C, Guangfu Cui, entered into and issued to Party A the Power of Attorney on August
15, 2013 (hereinafter referred to as “Power of Attorney”),
and Party C, Guangfu Cui and his spouse entered into and issued to Party A and Party B the Declaration and Undertaking on August
15, 2013 (hereinafter referred to as “Declaration
and Undertaking”);



 


		6.	The parties agree to stipulate relevant rights and obligations under the Control Agreements through
concluding this agreement.



 






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Now,
Therefore, through unanimous consultation, the parties agree as follows:


 


		1.	According to the provisions of Control Agreements, the parties hereby confirm that, Party A decides
to exercise its equity interest purchase right under the Exclusive Purchase Right Agreement and request Party C to transfer its
equity interests in Party D to the person designated by Party A, i.e. Party E.



 





		2.	As requested by Party A and Party B, Party C shall enter into the Equity Interest
Transfer Agreement with Party E in order to fulfill its obligations under the Exclusive Purchase Right Agreement, pursuant to which
Party C shall transfer 1.67% of equity interests in Party D to Party E; and the parties
confirm that, considering that Party E assumes Party C’s repayment obligations to Party A and/or
Party B under the Loan Agreement, Party E will not need to make any payment to Party C for the equity interests in
Party D so transferred.



 










		3.	Party C agrees to transfer all of its rights and obligations under the Control
Agreements to Party E on the date of the execution of this agreement, and Party E agrees to assume as a successor-in-interest all
the rights and obligations of Party C under the Control Agreements; and effective on the date of the execution of this agreement,
Party C will no longer have any rights or obligations under the Control Agreements and the Power of Attorney and Declaration and
Undertaking shall also terminate on such date.








 





		4.	As requested by Party A, Party A, Party B, Party D and Party E shall enter
into a Seventh Amended and Restated Loan Agreement, a Seventh Amended and Restated Exclusive Purchase Right Agreement, an Equity
Interest Pledge Agreement and a Seventh Amended and Restated Business Operations Agreement to provide for the rights and obligations
of the parties and replace the Control Agreements; and as requested by Party A, Party E shall execute and deliver to Party A a
power of attorney to the satisfaction of Party A; and as requested by Party A, Party E and his spouse shall execute and deliver
to Party A and Party B a declaration and undertaking to the satisfaction of Party A.








 





		5.	The parties confirm that, as of the date of the execution of this agreement,
Party C had had no default or any potential legal disputes and liabilities under the Control Agreements and Power of Attorney and
Party C and his spouse had had no default or potential legal disputes and liabilities under the Declaration and Undertaking.












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		6.	Each of the parties to this agreement hereby represent and warrant to other
parties to this agreement that: common understanding concluded by the parties in and under this agreement is legitimate and effective,
legally binding upon them, and may be enforceable upon them according to the provisions thereof.





 








		7.	The conclusion, validity, execution, interpretation and settlement of disputes
of this agreement shall be governed by the laws of PRC. Any dispute arising from or in connection with this agreement shall be
settled by the parties through friendly consultation. If no agreement on settlement of disputes is concluded within thirty (30)
days after one party requests the settlement of disputes through consultation, any party may refer relevant disputes to the China
International Economic and Trade Arbitration Commission (the “Arbitration Commission”) in Beijing. The Arbitration
Commission shall conduct arbitration in accordance with the effective arbitration rules. Arbitration will take place in Beijing
and be made in Chinese. The arbitration tribunal shall be composed of three arbitrators. The party requesting arbitration and the
parties being requested for arbitration should respectively appoint one arbitrator, the chairman of the arbitration tribunal shall
be appointed by the parties through consultation. In case the parties do not agree on the person selected as the chief arbitrator
within twenty days from the date of appointing their respective arbitrator, the director of Arbitration Commission will appoint
the chief arbitrator. The chief arbitrator cannot be a Chinese citizen or United States citizen. The arbitration award shall be
final and binding upon the parties, and the parties agree to be bound by and execute the arbitration award. In case any dispute
arises and is subject to arbitration, except for the disputed issues, the parties shall still perform other rights and obligations
under this agreement. The parties agree that the arbitration tribunal formed according to this article shall have the right to
grant the remedy of specific performance in appropriate cases according to the laws of PRC. For the avoidance of doubt, the parties
further agree that any court having jurisdiction (including PRC court) may execute the arbitration award of specific performance
issued by the arbitration tribunal. The parties agree to conduct arbitration in accordance with this article, and hereby irrevocably
waive their right to appeal, reexamine or prosecute in a court or other administration of justice in any jurisdiction in any form,
if and only if the aforesaid waiver is valid; provided however, that the waiver of the parties does not prevent any party from
seeking any pre-arbitration injunction, pre-arbitration distress warrant or other command issued by any court having jurisdiction
(including PRC Court) for assisting in the arbitration procedure or carrying out any arbitration award.





 









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		8.	This agreement shall take effect after being signed or sealed by the parties as of the date first
written above.



 





		9.	This agreement is made in septuplicate with the parties each holding one (1)
copy and with each of the originals having the same legal effect.



 







In
witness whereof the parties hereto have caused this Agreement to be duly executed in person or on their behalf by duly authorized
representatives as of the date first written above.


 


[No
text hereunder] 


 






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[signature
page of Succession Agreement]


 


Party
A: eLong, Inc.


Signature of authorized representative: /s/ Hao Jiang


 


Party
B: eLongNet Information Technology (Beijing) Co., Ltd.


Signature
of legal representative: /s/Guangfui Cui


 


Party
C: Guangfu Cui


Signature:
/s/Guangfu Cui


 


Party
D: Beijing Asiamedia Interactive Advertising Co., Ltd.


Signature
of legal representative:/s/Hao Jiang


 


Party
E: Hao Jiang


Signature:
/s/Hao Jiang


 






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