Exhibit 4.25






Exhibit 4.25





[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 June 11, 2010 by the following parties.




eLong, Inc. (hereinafter “Party A”)

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

Cayman, Cayman Islands




Tang Yue (Justin Tang) (hereinafter “Party B”)

Residence: No.5, Doutu East Road, Chaoyang District, Beijing

ID No.: 320106197103121236




Guangfu Cui (hereinafter “Party C”)

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

ID No.: 110108196902010857




Whereas:





	1.	 	Party A is a company registered in Cayman Islands; Party B and Party C are the citizens of
the People’s Republic of China. Party B holds 75% equity interest in Beijing Asia Media
Interactive Advertising Co., Ltd. (hereinafter “Beijing Asia Media”).






	2.	 	Party A and Party B signed a Fourth Amended and Restated Loan Agreement on December 28, 2007,
under which Party A provided Party B with a loan of RMB375, 000 to be invested by Party B in
Beijing Asia Media.






	3.	 	Party B wishes to terminate its investment in Beijing Asia Media and to assign to Party C the
entire 75% equity interest of Beijing Asia Media and
all rights and obligations relating to the RMB375, 000 loan received from Party A. Party C is
to hold 100% equity interest of Beijing Asia Media as a result of the transfer.





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





	1.	 	Party B assigns to Party C his 75% equity interests of Beijing Asia Media and all rights and
obligations relating to Party A incurred from the RMB375,000 loan.






	2.	 	Party B agrees to waive his preemptive right, and Party C will hold the 75% transferred equity interest
of Beijing Asia Media.






	3.	 	The total outstanding loan from Party A to Party C is increased from RMB375,000 to RMB500,000
as the result of this assignment.






	4.	 	Party B’s rights and obligations as a shareholder of Beijing Asia Media shall be transferred
to Party C once the transfer of Party B’s 75% equity interest to Party C is completed.






	5.	 	Party C assumes all rights and obligations incurred from The Fourth Amended and Restated Loan
Agreement entered by Party A and Party B once the transfer of Party B’s equity interest is
completed.






	6.	 	Party A and Party C mutually agree that they will execute the Fifth Amended and Restated Loan
Agreement in Beijing on June 11, 2010.



 


 









 












	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, 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”). The arbitration Commission shall conduct
arbitration in accordance with the then effective rules of Arbitration 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 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. The chief arbitrator shall not be a 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 the Contract Law 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.






	 	8.6	 	Both parties agreed to conduct arbitration in accordance with this regulation, and
irrepealably waive 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 complete 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 triplicate 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: Tang Yue




	 	 	 	 	 

	Signature:

	 	/s/ Tang Yue
 

	 	 






Party C: Guangfu Cui




	 	 	 	 	 

	Signature:

	 	/s/ Guangfu Cui