Exhibit 4.34





Exhibit 4.34




[Note: Translation from the original agreement written in Chinese]




Execution Copy




Fifth Amended and Restated Business Operation Agreement




This Fifth Amended and Restated Business Operation Agreement (hereinafter the “Agreement”) is
entered into on the day of June 11, 2010 (hereinafter the “Effective Date”) among the following
parties:



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

Address: 10 Jiuxianqiao Street, Chaoyang District Beijing

Legal Representative: Justin Tang




Beijing Asia Media Interactive Advertising Co. Ltd (hereinafter “Party B”)

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

Legal Representative: Justin Tang




Guangfu Cui (hereinafter “Party C”)

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

ID No.: 110108196902010857




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 advertising
business;






	(3)	 	Party A and Party B established the business relationship by entering into the Advertising
Technology Consultancy and Services Agreement (hereinafter the “Services Agreement”) on the
date of February 1, 2001 in Beijing and entered into the Supplementary Agreement of Exclusive
Advertising Technical Consulting and Services Agreement on the date of August 22, 2003 (the
Exclusive Advertising Technical Consulting and Services Agreement and the relevant
Supplementary Agreement Hereinafter “Service Agreement”), and amended and restated the Service
Agreement on July 20, 2004. Under the Service Agreement, Party A agrees that Party B has the
exclusive right to provide on-line advertising technical services and operating services for
advertising on www.eLong.com;






	(4)	 	Pursuant to Services Agreement between Party A and Party B, Party B shall pay a certain
amount of service fee 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 100% equity interest in Party B;






	(6)	 	Party A, Party B, Party C and Justin Tang, who held 75% equity interest of Party B signed The
Fourth Amended and Restated Business Operation Agreement on December 28th, 2007 to clearly
define the matters related to business of Party B.






	(7)	 	In accordance with the Share and Debt Transfer Agreement signed between Party C and Justin
Tang, Yue Justin Tang has transferred the 75% equity interest of Party B and any rights and
obligations thereto to Party C. As a result, Party C currently holds 100% equities of Party B.






	(8)	 	To reflect Party C’s succession of Amended and Restated Business Operation Agreement signed
between Party A, Party B, and Party C on December 28th, 2007, Party A, Party B and Party C
hereby make a fifth amendment and restatement to the Business Operation Agreement as described
in this agreement.




 


 









 










NOW THEREFORE, Party A, Party B and Party C 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 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 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 hereby jointly agree that Party B, and Party C
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 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 should not terminate the agreement in advance,






	6.	 	Compensation for Damages





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 Disputes






	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, conflict 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	 	The arbitration language shall be Chinese.






	7.5	 	The arbitral panel shall be composed 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 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 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 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.






	8.	 	Effectiveness of the Agreement






	8.1	 	This Agreement shall be executed and become effective as of the date first set forth above.
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 triplicate and each party holds one copy, which
shall have the same legal effect.





(No text hereunder)




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/ Mike Doyle
 

	 	 






	 	 	 	 	 
	Official Seal:

	 	/s/ [seal of eLongNet Information Technology (Beijing) Co., Ltd.]
 

	 	 






	 	 	 	 	 
	Party B: Beijing Asia Media Interactive Advertising Co. Ltd.	 	 
	 
	Signature of Authorized Representative:

	 	 
 

	 	 






	 	 	 	 	 
	Official Seal:

	 	/s/ [seal of Beijing Asia Media Interactive Advertising Co. Ltd.]
 

	 	 






Party C: Guangfu Cui




	 	 	 	 	 
	Signature:

	 	/s/ Guangfu Cui