Share and Debt Transfer Agreement, dated July 6, 2011



 Exhibit 4.36 
 [Note: Translation from the original agreement written in Chinese] 
 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: 4th Floor, Hutchence David
Century Garden, George Town, Grand 
 Cayman, Cayman Islands 
 Jack Wang (hereinafter “Party B”) 
 Address: 19th Floor, Liufangbeili Street, Chaoyang District, Beijing 

ID No.: 11010519730528111X 
 Guangfu Cui
(hereinafter “Party C”) 
 Residence: No.1, XiangHongqi Street, Haidian District, Beijing 

ID No.: 110108196902010857 
 Jason Xie
(hereinafter “Party D”) 
 Address: No. 68, Court 600 Yingkou Street, Yangpu District, Shanghai 

ID No.: 320621197612080517 
 Whereas:

  

	1.	Party A is a company registered in Cayman Islands; Party B, Party C and Party D are citizens of the People’s Republic of China. Party B holds 12.5% equity interest
in Beijing eLong Information Technology Co., Ltd. (hereinafter “Beijing Information”), Party C holds 87.5% equity interest in Beijing Information. 


 

	2.	 Party A, Party B, and Party C signed a Fourth amended and restated loan agreement on June 11th, 2010. Under the aforesaid agreement, Party A provided Party B, and
C with a loan totaling 16,000,000 RMB, of which RMB2,000, 000 was made to Party B, and RMB 14,000,000 to Party C. The loan was invested in Beijing Information. 



 

	3.	Party B wishes to assign to Party D his entire 12.5% equity interest of Beijing Information and the entire loan relationship with Party A incurred from the 2,000, 000
RMB loan. Part D agrees to the foresaid assignment. 

 NOW THEREFORE, Party A, Party B, Party C and Party D through
friendly negotiations hereby agree to and abide by this agreement (hereinafter referred to as “This agreement”) as follows: 
  

	1.	Party B agrees to assign to Party D his 12.5% equity interest in Beijing Information and the entire loan relationship with Party A incurred from the RMB2,000,000 loan
from Party A. Part D agrees to the foresaid assignment. 

  

	2.	Party C agrees to waive his preemptive right, and that Party D will hold such 12.5% equity interest of Beijing Information transferred by Party B.


  

	3.	Party A agrees that the RMB2,000,000 loaned to Party B is transferred to Party D. 


 

	4.	Party B’s rights and obligations as a shareholder of Beijing Information shall be transferred to Party D once Party B has transferred 12.5% equity interest of
Beijing Information to Party D. 

  

	5.	Party D shall be assigned the entire loan relationship formed from the Fourth Amended and Restated Loan Agreement entered by Party A and Party B once Party B has
transferred his entire 12.5% equity interest of Beijing Information to Party D. 

  

	6.	Party A, Party C and Party D mutually agree that the parties will execute the Fifth Amended and Restated Loan Agreement in Beijing on July 6th, 2011.










	7.	The execution, validity, interpretation, performance, modification, termination and settlement of disputes of this Agreement shall be governed by the laws of PRC.


  

	8.	Dispute Resolution 

  

	8.1	Any dispute, controversy or claim arising from the agreement or relating to the agreement (including any issue relating with the existence, validity or termination of
the agreement) shall be submitted to China International Economic and Trade Arbitration Commission (the “Arbitration Commission”). Arbitration Commission shall conduct arbitration in accordance with the effective rules of Arbitration at
the time of such application. The arbitration award shall be final and binding upon both parties. 

  

	8.2	Arbitration place shall be in Beijing, PRC. 

  

	8.3	Arbitration language shall be Chinese. 

  

	8.4	The court of arbitration shall compose of three arbitrators. Both parties should respectively appoint an arbitrator, the chairman of the court of arbitration shall be
appointed by both parties through consultation. In case both parties do not agree on the person selected for the chief arbitrator within twenty days from the date of their respective arbitrator appoints, the director of Arbitration Commission shall
have right to appoint the chief arbitrator. The chief arbitrator shall not be Chinese citizen or United State citizen. 

  

	8.5	Both parties agree that the court of arbitration established according to the regulation shall have right to provide actually performed relief on the proper situation
according with PRC Law (including but not being limited to Law of Agreement of the People’s Republic of China). For the avoidance of doubt, both parties further agree that any court having jurisdiction (including PRC Court) shall carry out the
arbitral award of actual performance issued by the court of arbitration. 

  

	8.6	Both parties agree to conduct arbitration in accordance with this regulation, and irrepealably abstain the right to appeal, reexamine or prosecute to national court or
other administration of justice in any form, and the precondition shall be that the aforesaid waiver is effective. However the waiver of both parties does not include any post-arbitration injunction, post-arbitration distress warrant or other
command issued by any court having jurisdiction (including PRC Court) for terminating the arbitration procedure or carrying out any arbitral award. 

  

	9.	This Agreement shall become effective upon the execution of the parties. 

  

	10.	This Agreement is the integral agreement of the transaction stipulated in this Agreement and it will replace all the oral negotiation or written opinion for this
transaction heretofore. 

  

	11.	This Agreement is divisible and any invalid or unenforceable clause of this Agreement will not affect the effectiveness and enforceability of other clause of this
Agreement. 

  

	12.	The business, operation, financial affairs and other confidential documents concerning any party of this Agreement are confidential data. All the parties shall strictly
protect and maintain the confidentiality of all such confidential data acquired from the Agreement or from the performance of the Agreement. 

  

	13.	This Agreement is in quadruplicate and each Party holds one copy. Each original has the same legal effect. 


[No text hereunder] 







 In witness whereof the parties hereto have caused this Agreement to be duly executed on their behalf by a
duly authorized representative as of the Effective Date first written above. 
  

			
	Party A: eLong, Inc.
		
	Signature:	 	 /s/ Sami Farhad

	
	Party B: Jack Wang
		
	Signature:	 	 /s/ Jack Wang

	
	Party C: Guangfu Cui
		
	Signature:	 	 /s/ Guangfu Cui

	
	Party D: Jason Xie
		
	Signature:	 	 /s/ Jason Xie