Exhibit 4.31






Exhibit 4.31




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




Execution Copy




Fifth Amended and Restated Loan Agreement




The Fifth Amended and Restated Loan Agreement is executed on June 11, 2010 by the following each
parties.




eLong, Inc (hereinafter “Party A”)

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

Cayman, Cayman Islands




Guangfu Cui (hereinafter “Party B”)

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

ID No.: 110108196902010857




Whereas:





	1	 	Party A is a company registered in Cayman Islands; Party B is a citizen of the People’s
Republic of China. Party B holds 100% equity interest in Beijing Asia Media Interactive
Advertising Co., Ltd. (hereinafter “Beijing Asia Media”). eLongNet Information Technology
(Beijing) Co., Ltd. (hereinafter eLongNet Technology)is a wholly foreign owned enterprise
registered and validly existing under the laws of PRC. eLongNet Technology is a wholly owned
Company of Party A.






	2	 	Party A, Party B, and Yue Justin Tang, who formerly held a 75% equity interest in Beijing Asia Media,
signed an Fourth amended and restated loan agreement on December 28th, 2007. Under the
foresaid agreement, Party A provided Party B and Yue Justin Tang with a loan totaling RMB
500,000, of which RMB125, 000 was made to Party B, and RMB 375,000 to Yue Justin Tang.






	3	 	According to the Share and Debt Transfer Agreement signed between Party B and Yue Justin Tang
on June 11, 2010, Party B is assigned a 75% equity interest in Beijing Asia Media by Yue
Justin Tang and all rights and obligations relating to Beijing Asia Media incurred from Yue
Justin Tang. Party B currently holds100% equities of Party B as the result of the assignment.






	4	 	To reflect the transfer of all rights and obligations in Beijing Asia Media to Party B, Party
A and Party B hereby make this amendment and restatement to the Fourth Amended and Restated
Loan Agreement dated December 28st, 2007.





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





	1	 	Party A agrees to provide Party B with a loan totaling RMB500,000 in accordance with the
terms and conditions under the Agreement.






	2	 	Party B agrees that such loan shall be used only as registered capital for Beijing Asia Media
or to be invested in Beijing Asia Media in other forms. The loan shall not be used for any
other purpose without written consent of Party A.






	3	 	The preconditions of the Loan provided by Party A to Party B:






	(1)	 	Party B and eLongNet Technology have formally executed an Equity Interest Pledge Agreement,
according to which Party B agree to pledge all their equity interest in Beijing Asia Media to
eLongNet Technology.






	(2)	 	Party A and Party B have executed an Exclusive Purchase Right Agreement, according to which
Party B grant Party A an right to purchase all or part of equity interest in Beijing Asia
Media to the extend permitted by laws of PRC.



 


 









 












	(3)	 	The above-mentioned Equity Interest Pledge Contract and Exclusive Purchase Contract are in
full effectiveness, there is no event of default and all relevant filing
procedures, approval, authorization, registration and governmental proceedings have been
obtained or completed (if needed).






	(4)	 	The representations and warranties of Party B under Section 9 are true, complete, correct and
not-misleading.






	(5)	 	Party B is not in breach of any of its commitments under Section 10 and Section 11. There is no
existing or foreseeable event that may affect Party B’s performance of the obligations
hereunder.






	4	 	Party A and Party B hereby agree and confirm that, under preconditions permitted by the
Chinese laws and within scope allowed in the Chinese laws, Party A has the rights but not
the obligation to buy or designate other persons (legal person or natural person) to purchase all
or partial equity interests of Party B (the “Purchase Right”) in Beijing Asia Media, provided
that Party A notifies Party B on purchase of equity interests in writing. Once Party A has
issued the written notice on executing the purchase right, Party B will immediately transfer
their equity interests in Beijing Asia Media to Party A or any other person as designated by
Party A at original investment price or other prices as agreed by Party A. Party A and Party
B, agree to sign an exclusive purchase right agreement in light of the said matters.






	5	 	Party B agree that, when they transfer their Equity Interest in Beijing Asia Media to Party A
or the person designated by Party A. according to the exclusive purchase contract, any
proceeds raised from the transfer shall be paid promptly to Party A as the refund of the loan
under the Agreement.






	6	 	All parties agree and confirm that, the loan under the Agreement shall be deemed as the loan
without interest. In the event that an appraisal of the equity interest is required by the
relevant laws when the transfer stipulated in section 4 has occurred, and the equity interest
transfer price is higher than the principle of loan according to the appraisal result, the
exceeding part shall be paid back to Party A as the cost occupied by the interest of the loan
or the capital burdened by Party A.






	7	 	Term for the loan hereunder is ten (10) years and can be extended upon written agreement of
parties hereto. But during the term or extended term of such loan, Party B shall refund the
loan to Party A ahead of the loan term or the extended loan term, if any of the following
events occurs:






	(1)	 	Party B quits from or is dismissed by Party A or its affiliates;






	(2)	 	Party B becomes deceased or becomes a person without capacity or with limited capacity for
civil acts;






	(3)	 	Party B commits a crime or is involved in a crime;






	(4)	 	Any other third party claim more than RMB100,000 against Party B;






	(5)	 	As permitted by PRC law, Party A or other designated by Party A may invest in the advertising
service business or other business of Beijing Asia Media, and according to the Exclusive
Purchase Contract, Party A shall issue a written notification to the Party for the purchase of
Beijing Asia Media’s equity interest and perform the right of purchase.






	(6)	 	When the loan is due, the corresponding borrower (or its successor or transferee) shall
transfer its equity interest in Beijing Asia Media to the person designated by Party A
promptly (or to Party A, provided that it is permitted under the laws of PRC). Any proceeds
raised from the transfer shall be paid to Party A as the refund of the loan and the right as
well as the obligation under the Agreement shall terminate simultaneously.






	8	 	Party A represents and warrants to Party B that, on the execution date of the Agreement,






	(1)	 	Party A is a company registered in Cayman Islands and validly existing under the laws of it.






	(2)	 	Subject to its business scope, constitution and other organizational documents, Party A has
the full right and power and has obtained all necessary and appropriate approval and
authorization to execute and perform this Agreement;






	(3)	 	The execution and the performance of this Agreement shall not be against any enforceable and
effective laws and regulations, governmental approval, authorization and notification, other
government documents and any contracts executed with, or commitments made to, any third party;
and






	(4)	 	This Agreement shall constitute the legal, valid and binding obligations of Party A, which is
enforceable against Party A in accordance with its terms upon its execution.



 


 









 












	9	 	Party B represents and warrants to Party A that, from the execution date of this Agreement
until the date this Agreement terminates,






	(1)	 	Beijing Asia Media is a limited liability company registered and validly existing under the
laws of PRC. Party B is the shareholders of Beijing Asia Media;






	(2)	 	Subject to the constitution and other organizational documents of Beijing Asia Media, Party B
has full right and power and has obtained all necessary and appropriate approval and
authorization to execute and perform this Agreement;






	(3)	 	Party B shall not execute and perform this Agreement against any enforceable and effective
laws and regulations, governmental approval, authorization and notification, or other
government documents and any contracts executed with, or commitments made to, any third party;






	(4)	 	This Agreement shall constitute the valid and legally enforceable obligations of Party B.






	(5)	 	Party B has paid contribution in full for its equity in Beijing Asia Media in accordance with
applicable laws and regulations and has acquired capital contribution verification report
issued by the qualified accounting firm;






	(6)	 	Party B neither create pledge, mortgage or any other security, nor make third party any offer
to transfer their equity held on Beijing Asia Media, nor make acceptance for the offer of any
third party to purchase their equity, nor execute agreement with any third party to transfer
the equities of Party B, except the terms of the Equity Pledge Contract;






	(7)	 	There are no disputes, lawsuit, arbitration, administrative or other proceedings related to
the equities of Beijing Asia Media held by Party B, or any threatened disputes, lawsuit,
arbitration, administrative or other proceedings involving Party B and/or the equities held by
Party B; and






	(8)	 	Beijing Asia Media has completed all governmental approval, authorization, license,
registration, filing and otherwise necessary to carry out the business subject to its business
license and to possess its assets.






	10	 	Party B agrees that it shall, during the term of this Agreement,






	(1)	 	Not sell, transfer, mortgage, dispose of in any other way, or create other security interest
on, any of its legal right of equity or equity interest in Beijing Asia Media without Party
A’s prior written consent, except the terms of the Agreement;






	(2)	 	Without Party A’s prior written consent, not to consent, support or execute any resolution in
the shareholders’ meeting of Beijing Asia Media for the sale, transfer, mortgage, any other
disposal of Beijing Asia Media’s legal right of equity or equity interest or to create any
other security interest of Beijing Asia Media’s legal right of equity or equity interest,
except that the counter party is Party A or those designated by Party A;






	(3)	 	Without Party A’s prior written consent, not to consent, support or execute any resolution in
the shareholders’ meeting of Beijing Asia Media for the merge or combination with, buy or
investment in, any person;






	(4)	 	Promptly inform Party A of the pending or threatened suit, arbitration or regulatory
procedure concerning the equity interest of Beijing Asia Media;






	(5)	 	Execute all necessary or appropriate documents, take all necessary or appropriate action and
bring all necessary or appropriate lawsuit or make all necessary and appropriate defending
against all claims, in order to maintain the ownership of Beijing Asia Media for all its
assets;






	(6)	 	Do nothing that may materially affect the assets, business and liabilities of Beijing Asia
Media without Party A’s prior written consent;






	(7)	 	Appoint any person to be the director of Beijing Asia Media subject to Party A’s request;






	(8)	 	Transfer promptly and unconditionally, at once, all of the Equity Interest of Beijing Asia
Media to Party A or representative designated by Party A, subject to the requesting of the
then holding company of Party A, provided that such transfer is permitted under the laws of
PRC;






	(9)	 	Not require Beijing Asia Media to issue dividends or allocate its allocable profits to Party
B;






	(10)	 	Once Party B transfers the equity interest in Beijing Asia Media to Party A or the
representative designated by Party A, Any proceeds raised from the transfer shall be refund to
Party A promptly.






	(11)	 	Comply strictly with the terms of this Agreement, and Exclusive Purchase Contract, fully
perform all obligations under such contracts and do nothing affecting the validity and
enforceability of such contracts.






	11	 	Party B, as the only shareholder of Beijing Asia Media, agrees that it shall cause Beijing
Asia Media, during the term of this Agreement,






	(1)	 	Not to supply, amend or modify its articles of constitution, to increase or decrease its
registered capital, or to change its capital structure in any way without Party A’s prior
written consent;






	(2)	 	Subject to good financial and business rules and practices, to maintain and operate its
business and handle matters prudently and effectively;



 


 









 












	(3)	 	Not to sell, transfer, mortgage, dispose of in any other way, or to create other security
interest on, any of its assets, business or legal right to collect interests without Party A’s
prior written consent;






	(4)	 	Without Party A’s prior written consent, not to create, succeed to, guarantee or permit any
debt, except (i) the debt arising in the course of the ordinary or daily business operation,
but not arising from the loan, and (ii) the debt being reported to Party A or having approved
Party A in writing;






	(5)	 	To operate persistently all the business of Beijing Asia Media and to maintain the value of
its assets;






	(6)	 	Without Party A’s prior written consent, not to execute any material contracts (during this
stage, a contract will be deemed material if the value of it exceeds RMB100, 000) except those
executed during the ordinary course;






	(7)	 	To provide information concerning all of its operation and financial affairs subject to Party
A’s request;






	(8)	 	Not to merge or combine with, buy or invest in, any other person without Party A’s prior
written consent;






	(9)	 	Without Party A’s prior written consent, not to issue dividends to each shareholder in any
form, however, Beijing Asia Media shall promptly allocate all its allocable profits to each of
its shareholders upon Party A’s request;






	(10)	 	To inform promptly Party A of any pending or threatened suit, arbitration or regulatory
procedure concerning the assets, business or income of Beijing Asia Media;






	(11)	 	To execute all necessary or appropriate documents, to take all necessary or appropriate
action and to bring all necessary or appropriate lawsuit or to make all necessary and
appropriate defending against all claims, in order to maintain the ownership of Beijing Asia
Media for all its assets;






	(12)	 	To comply strictly with the terms under the technical service Contract and other contracts,
fully perform all obligations under such contracts and do nothing affecting the validity and
enforceability of such contracts.






	(13)	 	Party B further agrees that, they shall pledge all their equity interest in Beijing Asia
Media to eLongNet Technologies for the warrant of the payment obligation of Beijing Asia Media
under the technical service Contract. Party B shall handle procedures for the registrations of
the pledge at the company registration authority promptly after execute the Agreement.






	12	 	The Agreement is effective to all the parties and their inheritor or transferee, and executed
only for the interest of them. Without the other party’s prior written consent, any party
shall not transfer, pledge or transfer in any other way the right, interest or obligation
under the Agreement.






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






	14	 	Arbitration






	(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”). 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.






	(2)	 	Arbitration place shall be in Beijing, PRC.






	(3)	 	Arbitration language shall be Chinese.






	(4)	 	The arbitral panel shall be composed of three arbitrators. Both parties should respectively
appoint a 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 Chinese citizen or United State citizen.






	(5)	 	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
China’s 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 China’s Court) shall carry out the arbitral award of actual performance issued by
the court of arbitration.



 


 









 












	(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.






	15	 	This Agreement shall be executed as of the date first set forth above, and become effective
upon the completion of the transfer of 75% equity interest of Beijing Asia Media to Party B.






	16	 	Party B will not cancel or terminate this Agreement under any circumstance, except (1) Party
A committed gross negligence, fraud or other serious illegal act, or (2) Party A becomes
bankrupt or insolvent;






	17	 	No amendment or change is permitted unless with written agreement from parties to this
agreement. Any outstanding issues of this agreement, if any, shall be supplemented by parties
hereto through signing a written agreement. Any amendment, change and supplement executed by
all the parties and any appendix of this Agreement shall be the indispensable part of this
Agreement.






	18	 	This Agreement is the complete agreement of the transaction stipulated in this Agreement and
it will replaced all the oral negotiation or written opinion for this transaction heretofore.






	19	 	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.






	20	 	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.






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





(No text hereunder)




IN WITNESS WHEREOF, Parties to this Agreement or through their duly authorized representatives
have executed this Agreement as of the date first written above in Beijing.



Party A: eLong, Inc.




	 	 	 	 	 

	Authorized Representative (Signature):

	 	/s/ Sami Farhad
 

	 	 






Party B: Guangfu Cui




	 	 	 	 	 

	Signature:

	 	/s/ Guangfu Cui