Exhibit 4.35





Exhibit 4.35




Third Amended and Restated Business Operation Agreement

[Note: Translation of original contract written in Chinese.]




This Amended and Restated Business Operation Agreement (hereinafter the “Agreement”) is entered
into on the day of April 21, 2008 (hereinafter the “Effective Date”) among the following parties:



eLong Net Information Technology (Beijing) Co., Ltd. (hereinafter “Party A”)



Address: 10 Jiuxianqiao Street, Chaoyang District Beijing

Legal Representative: Justin Tang




Beijing eLong Information Technology Co. Ltd (hereinafter “Party B”)

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

Legal Representative: Justin Tang




Justin Tang (hereinafter “Party C”)

Address: Room 23A No. 1 Building, Yujing Garden, No.5 Shoutudong Street, Chaoyang District, Beijing

ID No.: 3201061971032121236




Guangfu Cui (hereinafter “Party D”)

Address: No.1, XiangHongqi Street, Haidian District, Beijing

ID No.: 110108196902010857




Jack Wang (hereinafter “Party E”)

Address: 19th Floor, Liufangbeili Street, Chaoyang District, Beijing

ID No.: 11010519730528111X




WHEREAS:




(1) Party A is a wholly foreign-owned enterprise with valid existence registered in the People’s
Republic of China (hereinafter the “PRC”);



(2) Party B is a limited company registered under the law of PRC and engages in Internet service
business;



(3) Party A and Party B established the business relationship by entering into the Technology
Consultancy and Services Agreement (hereinafter the “Services Agreement”) on the date of February
1, 2001 in Beijing;



(4) Pursuant to Services Agreement between Party A and Party B, Party B shall pay a certain amount
of money to Party A. However, Party B’s business operation will substantially affect Party A’s
payment capability;



(5) Party C is a shareholder of Party B who owns 75% equity in Party B;



(6) Party A, Party B, Party C and Veronica Chen, who held 12.5% equity interest of Party B, and
Raymond Huang, who held 12.5% equity interest of Party B signed The Second Amended and Restated
Business Operation Agreement on December 30th 2004 to clearly define the matters related
to business of Party B.



(7) In accordance with the Equity Transfer and Debt Transfer Agreement signed between Party D,
Veronica Chen and Raymond Huang, the former shareholders previously of Party B on April
21st 2008, Party D is ready to be assigned the 12.5% equity interest of Party B from
Veronica Chen, and any credit and debt relationship formed between investment of Veronica Chen in
Party B. Party E is ready
to be assigned the 12.5% equity interest of Party B from Raymond
Huang, and any credit and debt
relationship formed between investment of Raymond Huang in Party B.


 


 









 





(8) To reflect Party D and Party E’s succession of Amended and Restated Business Operation
Agreement signed between Veronica Chen, Raymond Huang and Party A, Party B and Party C on December
30th 2008, Party A, Party B, Party C, Party D and Party E hereby make a third amendment
and restatement to the Business Operation Agreement as described in this agreement.



NOW THEREFORE, Party A, Party B, Party C, Party D and Party E through mutual negotiations hereby
agree as follows:



1. In order to ensure Party B’s normal operation, Party A agrees, subject to Party B’s satisfaction
of the relevant provisions herein, to act as the guarantor for Party B in the contracts, agreements
or transactions in association with Party B’s operation between Party B and any other third party
and to provide full guarantee for Party B in performing such contracts, agreements or transactions.
Party B agrees to mortgage the receivables of its operation and the company’s whole asset to Party
A as a counter guarantee. Pursuant to the above guarantee arrangement, Party A, as the guarantor
for Party B, shall respectively enter into written guarantee contracts with Party B’s counter
parties to assume the guarantee liability.



2. In consideration of the requirement of Article 1 herein and to ensure the performance of the
various operation agreements between Party A and Party B and to ensure the payment of the various
payables by Party B to Party A, Party B together with its shareholders Party C, Party D and Party E
hereby jointly agree that Party B shall not conduct any transaction which may materially affect its
assets, obligations, rights or the company’s operation unless the obtainment of a prior written
consent from Party A, including without limitations to the following contents:



2.1 To borrow money from any third party or assume any debt (including contingent liability) from
any third party;



2.2 To sell to any third party or acquire from any third party any assets or rights, including
without limitations to any intellectual property rights;



2.3 To provide any security interest, financial burden or priority right for any third party with
part or entire of its assets or intellectual property rights; and



2.4 To assign to any third party the agreements entered into with respect to part or entire of its
business or any of its business.



3. Appointment of the Company’s Employees



3.1 In order to ensure the performance of the various operation agreements between Party A and
Party B and to ensure the payment of the various payables by Party B to Party A, Party B together
with its shareholders Party C, Party D and Party E hereby jointly agree to accept the provision of
the corporate policies and guidance by Party A at no time in respects of appointment and dismissal
of the company’s employees, the company’s daily operation administration and the company’s
financial administrative system.



3.2 Party B together with its shareholders Party C, Party D and Party E hereby jointly agree that
Party B, Party C and Party D shall only appoint the personnel recommended by Party A as the
directors of Party B, and Party B shall engage Party A’s high ranking officers or any other
candidate recommended by Party A as Party B’s general manager, chief financial officer, and other
high ranking officers. If any of the above officers leaves or is fired by Party A, he or she will
lose the qualification to undertake any positions in Party B and Party B, Party C and Party C shall
appoint other high officers recommended by Party A to undertake such position.


 


 









 





4. Guarantees for Working Capital



The guarantee for the loan of working capital Party B together with its shareholders Party C and
Party D hereby jointly agree and confirm that except the stipulation set forth in Article 1 herein,
Party B shall seek a guarantee from Party A first if Party B needs any guarantee for its
performance of any contract or loan of working capital in the course of operation. In this case,
Party A shall have the right but not the obligation to provide appropriate guarantee to Party B on
its own discretion. If Party A decides not to provide such guarantee, Party A shall issue a written
notice to Party B immediately and Party B shall seek a guarantee from other third party.



5. Termination



5.1 In the event that any of the agreements between Party A and Party B terminates or expires,
Party A shall have the right but not the obligation to terminate all agreements between Party A and
Party B including without limitation to Services Agreement.



5.2 Party A has right to terminate the agreement by delivering 30 days’ written notice to Party B
at any time. During the validity period of the agreement, except the regulations in the applicable
law. Party B and Party C, Party D and Party E should not terminate
the agreement in advance.



6. Compensation for Damage



All the parties agree that any party violating any obligation of the agreement shall compensate any
or all loss, responsibility, expense, claim or expenditure (including without limitation to legal
expense and expenditure), to any other party (Hereinafter “Party Accepting Compensation”), and
guarantee that the Party Accepting Compensation shall not receive any damage.



7. Settlement of Distribution



7.1 The agreement shall be under the jurisdiction of the law of PRC, and be explained in accordance
with the law of PRC.



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



7.3 Arbitration place shall be in Beijing, PRC.



7.4 Arbitration language shall be Chinese.



7.5 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 coincide in opinion of the person selected for
the chief arbitrator within twenty days from the date of their respectively appoint an arbitrator,
the director of Arbitration Commission shall have right to appoint the chief arbitrator.



7.6 Both parties agreed 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 Contract of the People’s Republic of China). For the
avoidance of doubt, both parties further that any court having jurisdiction (including PRC Court)
shall carry out the arbitral award of actual performance issued by the court of arbitration.



7.7 Both parties agreed 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.


 


 









 





8. Effectiveness of the Agreement



8.1 This Agreement shall be executed as of the date first set forth above and become effective
since the date that Veronica Chen, Raymond Huang have completed their transference of equity
interest change to Party D and Party E. The Agreement shall remain effective during existence of
Party A (including any extended period).



8.2 Any amendment and supplement of this Agreement shall be in a written form. The amendment and
supplement after being duly executed by each Party shall be part of this Agreement and shall have
the same legal effect as this Agreement.



8.3 This Agreement is executed by Chinese in quadruplicate and each party holds one copy, which
shall have the same legal effect.



IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed by Parties to
this Agreement or on their behalf by a duly authorized representative as of the Date first written
above.



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


	 	 	 	 	 
	Signature of Authorized Representative:

	 	/s/ Justin Tang
 

	 	 








Official Seal: [stamped]




Party
B: Beijing eLong Information Technology Co. Ltd


	 	 	 	 	 
	Signature of Authorized Representative:

	 	/s/ Justin Tang
 

	 	 








Official Seal: [stamped]




Party
C: Justin Tang


	 	 	 	 	 
	Signature:

	 	/s/ Justin Tang
 

	 	 











Party
D: Guangfu Cui


	 	 	 	 	 
	Signature:

	 	/s/ Guangfu Cui
 

	 	 








Party
E: Jack Wang


	 	 	 	 	 
	Signature:

	 	/s/ Jack Wang