LONG Elong ADS Representing 2 Ordinary Shares (MM)

Under the Securities Exchange Act of 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) Consists of 6,185,649 ordinary shares and 10,213,708 high-vote ordinary shares of the Issuer, which are directly held by Ocean Imagination L.P. Each high-vote ordinary share is entitled to 15 votes per share and each ordinary share is entitled to one vote per share.

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(1) Consists of 6,185,649 ordinary shares and 10,213,708 high-vote ordinary shares of the Issuer, which are directly held by Ocean Imagination L.P. Ocean Voyage is the general partner of Ocean Imagination and may be deemed to have sole voting and dispositive power over the shares directly held by Ocean Imagination. Each high-vote ordinary share is entitled to 15 votes per share and each ordinary share is entitled to one vote per share.

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(1) Consists of 6,185,649 ordinary shares and 10,213,708 high-vote ordinary shares of the Issuer, which are directly held by Ocean Imagination L.P. Ocean Voyage is the general partner of Ocean Imagination, and Fortune is the general partner of Ocean Voyage. Therefore, Fortune may be deemed to have sole voting and dispositive power over the shares directly held by Ocean Imagination. Each high-vote ordinary share is entitled to 15 votes per share and each ordinary share is entitled to one vote per share.

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(1) Consists of 6,185,649 ordinary shares and 10,213,708 high-vote ordinary shares of the Issuer, which are directly held by Ocean Imagination L.P. Ocean Voyage is the general partner of Ocean Imagination, Fortune is the general partner of Ocean Voyage, Nanyan Zheng is the sole shareholder of Fortune and may be deemed to have sole voting and dispositive power over the shares directly held by Ocean Imagination. Each high-vote ordinary share is entitled to 15 votes per share and each ordinary share is entitled to one vote per share.

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Item 1.         Security and Issuer

This Statement on Schedule 13D (this “Statement”) relates to the ordinary shares and high-vote ordinary shares, par value US$0.01 per share (collectively, the “Ordinary Shares”) of eLong, Inc., a Cayman Islands company (the “Issuer”). The principal executive offices of the Issuer are located at Xingke Plaza, Tower B, Third Floor, 10 Middle Jiuxianqiao Road, Chaoyang District, Beijing 100015, People’s Republic of China (“PRC”).

Holders of ordinary shares and high-vote ordinary shares have the same rights except for voting rights. Each high-vote ordinary share is entitled to fifteen votes, and each ordinary share is entitled to one vote.

Item 2.         Identity and Background

(a)                                 This Statement is being jointly filed by Ocean Imagination L.P., an exempted limited partnership registered under the laws of the Cayman Islands (“Ocean Imagination”), Ocean Voyage L.P., an exempted limited partnership registered under the laws of the Cayman Islands (“Ocean Voyage”), Fortune Smart Holdings Limited, a company incorporated under the laws of the Cayman Islands (“Fortune”), and Mr. Nanyan Zheng, a PRC citizen, with the residence of Pank River Dan Gui Garden, No.17 Han Xi Road, Panyu District, Guangzhou, PRC. Ocean Imagination, Ocean Voyage, Fortune and Mr. Nanyan Zheng are collectively referred to as the “Reporting Persons.”

(b)                                 The principal business address of each of the Reporting Persons, except for Mr. Nanyan Zheng, is No.300 Xinjiaoxi Road Haizhu District, Guangzhou 510310, PRC. Mr. Nanyan is residing at Pank River Dan Gui Garden, No.17 Han Xi Road, Panyu District, Guangzhou, PRC.

(c)                                  Ocean Imagination is a holding vehicle and engages in investment relating to the hotel and lodging business in China.  Ocean Voyage is the general partner of Ocean Imagination, and is also a holding vehicle engaging in the hotel and lodging business.  Fortune is the general partner of Ocean Voyage and is also a holding vehicle engaging in the hotel and lodging business. Mr. Nanyan Zheng is the sole shareholder and sole director of Fortune.

(d)                                 During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).

(e)                                  During the past five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)                                   Ocean Imagination is an exempted limited partnership registered under the laws of the Cayman Islands.  Ocean Voyage is an exempted limited partnership registered under the laws of the Cayman Islands. Fortune is a exempted company incorporated under the laws of the Cayman Islands. Mr. Nanyan Zheng is a PRC citizen.

Item 3.         Source and Amount of Funds or Other Consideration

On August 17, 2015, Ocean Imagination became a record holder of 6,185,649 ordinary shares and 10,213,708 high-vote ordinary shares of the Issuer after such shares were contributed to it by Keystone and Plateno in exchange for 58.33% and 41.66% limited partnership interests, respectively, in Ocean Imagination.

Item 4.         Purpose of Transaction

Ocean Imagination consummated the transaction described herein in order to acquire an interest in the Issuer for investment purposes. Ocean Imagination intends to review continuously their position in the Issuer.  Depending upon future evaluations of the business prospects of the Issuer and upon other developments, including, but not limited to, general economic and business conditions and stock market conditions, Ocean Imagination may retain or from time to time increase their holdings or dispose of all or a portion of their holdings, subject to any applicable legal and contractual restrictions on their ability to do so.

Except as set forth in this Item 4 (including the matters described in Item 6 below which are incorporated in this Item 4 by reference), the Reporting Persons have no present plans or proposals that relate to or that result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

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Item 5.         Interest in Securities of the Issuer

(a) — (b) With respect to each of the Reporting Persons, the responses to Rows (7) through (13) of the cover pages of this Statement are hereby incorporated by reference in this Item 5.

Ocean Voyage is the general partner of Ocean Imagination. Fortune is the general partner of Ocean Voyage. Mr. Nanyan Zheng is the sole shareholder of Fortune.

As of the date of this Statement, Ocean Imagination beneficially owns 16,399,357 Ordinary Shares, consisting of 6,185,649 ordinary shares of the Issuer and 10,213,708 high-vote ordinary shares of the Issuer, representing an aggregate of 22.8% of the Issuer’s total outstanding Ordinary Shares. The percentages of ownership set forth in row 13 of the cover page for each Reporting Person is based on 72,000,731 Ordinary Shares (including 38,411,527 ordinary shares and 33,589,204 high-vote ordinary shares assuming conversion of high-vote ordinary shares) outstanding as of February 28, 2015, as disclosed in the Issuer’s 2014 annual report on Form 20-F.

(c)                                  Except as set forth in Item 3 above, the Reporting Persons have not effected any transaction in Ordinary Shares of during the past 60 days.

(d)                                 Not applicable.

(e)                                  Not applicable.

Item 6.         Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The matters set forth in Items 3 and 4 are incorporated in this Item 6 by reference as if fully set forth herein.

Simultaneously with the contribution of 3,608,295 ordinary shares and 5,957,996 high-vote ordinary shares of the Issuer (the “Subject Shares”) originally owned by Keystone to Ocean Imagination, Ocean Imagination entered into an Assumption Agreement to a Right of First Refusal Agreement dated as of May 22, 2015 (the “ROFR Agreement”) with C-Travel International Limited on August 17, 2015 and agreed to be subject to certain restrictions with respect to the transfer of the Subject Shares and assume the rights and obligations applicable to Keystone under the ROFR Agreement.

Pursuant to the ROFR Agreement and the Assumption Agreement, during the period commencing on May 22, 2015 and ending on May 22, 2018 (the “Restricted Period”), subject to certain exceptions, Ocean Imagination may not transfer the Subject Shares. In addition, during the Restricted Period and subject to applicable laws, C-Travel International Limited will have a right of first refusal to, subject to certain procedural requirements, purchase all or any portion of the Subject Shares that Ocean Imagination or any of its affiliates may propose to transfer, at the same price and on the same terms and conditions as those offered to the prospective transferee of the Subject Shares. The ROFR Agreement will terminate on May 22, 2018.

Except as set forth herein, there are no contracts, arrangements, understandings or relationships between the Reporting Persons or between the Reporting Persons and any other person with respect to any securities of the Issuer.

Item 7.         Material to be Filed as Exhibits.

99.1                        Joint Filing Agreement by and between the Reporting Persons on August 17, 2015.

99.2                        Assumption Agreement dated August 17, 2015 by and between Ocean Imagination L.P. and C-Travel International Limited.

99.3                        Right of First Refusal Agreement by and between C-Travel International Limited and Keystone Lodging Holdings Limited on May 22, 2015.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 19, 2015

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Exhibit 99.1

Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares of eLong, Inc., a Cayman Islands company, par value $0.01 per share, and that this Agreement may be included as an Exhibit to such joint filing.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

[Signature page to follow]

Signature Page

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of August 19, 2015.

Exhibit 99.2

Assumption Agreement

August 17, 2015

Reference is made to certain Right of First Refusal Agreement dated as of May 22, 2015 (the “ROFR Agreement”) entered into by and between C-Travel International Limited, a limited liability company organized and existing under the laws of the Cayman Islands (“Ctrip”) and Keystone Lodging Holdings Limited, a limited liability company organized and existing under the laws of the Cayman Island (“Keystone”). Capitalized terms used but not defined herein shall have the meanings given such terms in the ROFR Agreement.

WHEREAS, pursuant to Sections 2 and 3.4 of the ROFR Agreement, certain restrictions are imposed on the Restricted Shares beneficially held by Keystone in the event of a Transfer.

WHEREAS, Keystone intends to enter into a Contribution Agreement (the “Contribution Agreement”) with the undersigned, an exempted limited partnership formed and existing under the Laws of the Cayman Islands, on or about the same date hereof, whereby Keystone undertakes to contribute and Transfer all of the Restricted Shares held by it to the undersigned, subject to the condition precedents stipulated under the Contribution Agreement.

By the execution of this Assumption Agreement, the undersigned hereby acknowledges and agrees to the following:

1. the undersigned acknowledges that it has received and reviewed a complete copy of the executed ROFR Agreement and all other ancillary documents in connection with the subject matter contemplated under the ROFR Agreement;

2. the undersigned represents and warrants to Ctrip that each of the representations and warranties set forth under Section 4.1 of the ROFR Agreement is true and correct as if such representations and warranties are given by it as of the date hereof; and

3. upon consummation of the Transfer as contemplated under the Contribution Agreement, the undersigned authorizes Ctrip to append this Assumption Agreement to the ROFR Agreement as evidence thereof and agrees to be bound pursuant to the said ROFR Agreement to the extent that such terms remain effective and binding upon Keystone as of the date hereof, and accepts the rights and obligations set forth thereunder as if the undersigned were originally a party thereto.

By counter-signing this Assumption Agreement, Ctrip consents to the joinder of the undersigned as a party to the ROFR Agreement, such consent being conditioned upon the consummation of the contribution and Transfer contemplated under the Contribution Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Assumption Agreement as of the date first written above.

Exhibit 99.3

EXECUTION COPY

RIGHT OF FIRST REFUSAL AGREEMENT

THIS LOCK UP AND RIGHT OF FIRST REFUSAL AGREEMENT (this “Agreement”) is made and entered into as of May 22, 2015 (the “Effective Date”), by and among:

(1)                                 C-Travel International Limited, a limited liability company organized and existing under the laws of the Cayman Islands (“Ctrip”);

(2)                                 Keystone Lodging Holdings Limited, a limited liability company organized and existing under the laws of the Cayman Islands (“Keystone”).

In this Agreement, each of Keystone and Ctrip is hereinafter referred to as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS, Keystone is the legal and beneficial owner of the Restricted Shares (as defined below); and

WHEREAS, to induce Ctrip to enter into a Business Cooperation Agreement with Keystone, Keystone desires to grant to Ctrip the right of first refusal and Ctrip desires to have such right of first refusal to purchase all or part of the Restricted Shares, each pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties, the Parties hereby agree as follows:

1.                                      DEFINITIONS

In addition to the capitalized terms defined elsewhere in this Agreement, the following capitalized terms shall have the meanings set out below:

“Approvals” means any approval, authorization, consent, permit, qualification or registration, or any waiver of any of the foregoing, required to be obtained from or made with, or any notice, statement or other communication required to be filed with or delivered to, any Governmental Entity or any other Person.

“Affiliate” of any Person means any other Person that directly or indirectly controls, is controlled by or is under common control with such Person. As used in this Agreement, “control” (including, its correlative meanings “controlled by” and “under common control with”) means possession, directly or indirectly, of power to direct or cause the direction of management or policies.

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“Business” means, with respect to the Company and its Subsidiaries, the Company’s or its Subsidiaries’ current business as of the Effective Date.

“Company” means eLong, Inc., a limited liability company organized and existing under the laws of the Cayman Islands.

“Encumbrance” means any mortgage, pledge, assessment, security interest, lease, lien, easement, license, covenant, condition, levy, charge, option, equity, adverse claim or restriction or other encumbrance of any kind, or any conditional sale agreement, title retention agreement or other agreement to give any of the foregoing.

“Excluded Transfer” means a Transfer by Keystone to its Permitted Transferee; provided prior to such Transfer the Permitted Transferee shall execute and deliver to Ctrip a joinder agreement in form and substance reasonably acceptable to Ctrip under which it shall become bound by this Agreement in the same manner as Keystone; provided, further, that if any Person that is a Permitted Transferee ceases to be an Affiliate of Keystone, then such Person shall Transfer the Restricted Shares to Keystone before it ceases to be an Affiliate of Keystone.

“Governmental Entity” means any federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental, regulatory, self-regulatory or enforcement authority or instrumentality, whether domestic, foreign or supranational.

“Law” means any local, county, state, federal, foreign or other law, statute, regulation, ordinance, rule, order, decree, judgment, consent decree, settlement agreement or governmental requirement enacted, promulgated, entered into, agreed or imposed by any Governmental Entity, and any rules and regulations of any self-regulatory organization (including stock exchange).

“Restricted Shares” means 5,957,996 high-vote ordinary shares, par value $0.01 per share, and 3,608,295 low-vote ordinary shares, par value $0.01 per share, of the Company.

“Permitted Transferee” means any Affiliate of Keystone for so long as such Transferee remains an Affiliate of Keystone all the time following the applicable Transfer.

“Person” means any individual, corporation, partnership, joint venture, association, limited liability company, joint-stock company, trust, or unincorporated organization, or any governmental Entity, officer, department, commission, board, bureau, or instrumentality thereof.

“PRC” means the People’s Republic of China, excluding Hong Kong Special Administrative Region, Taiwan and Macau Special Administrative Region.

“Subsidiary” or “Subsidiaries” with respect to any Person, means any other Person, whether or not existing on the date hereof, in which the specified Person directly or indirectly through

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subsidiaries or otherwise, beneficially owns at least fifty percent (50%) of either the equity interest or voting power of or in such other Person or otherwise controls such other Person.

“Tax” or “Taxes” means all federal, state, local and foreign taxes of whatever kind imposed by a Governmental Entity, including all interest, penalties and additions imposed with respect to such amounts.

“Transfer” means the direct or indirect offer, sale, lease, donation, assignment (as collateral or otherwise), mortgage, pledge, grant, hypothecation, encumbrance, gift, bequest or transfer or disposition of any interest (legal or beneficial) in any security (including the transfer of any Person that owns directly or indirectly such security or transfer by reorganization, merger, sale of substantially all of the assets or by operation of law).

2.                                      RESTRICTIONS

2.1                               Lock-Up. Keystone shall not, for three (3) years from the date of this Agreement (the “Lock-Up Period”), directly or indirectly:

(a)                                 Transfer any of the Restricted Shares or any right, title or interest therein or thereto, other than in accordance with an Excluded Transfer; or

(b)                                 Directly or indirectly (through any officer, director, shareholder, employee, agent or representative of Keystone or any of its Affiliates) solicit, initiate or encourage any proposal from any Person to purchase or acquire any of the Restricted Shares, or enter into or engage in any negotiations or discussions with, or provide any information to, any Person relating to the above.

2.2          Indirect Transfer. During the Lock-Up Period, any transfer of any share or other voting securities resulting in any change in the control, directly or indirectly, of Keystone or of any other person having control, directly or indirectly, over Keystone shall be deemed as being an indirect Transfer of the Restricted Shares held by Keystone, and the provisions of this Agreement that apply in respect of Transfers of Shares shall thereupon apply in respect of the Restricted Shares so held by Keystone.

3.                                      RIGHT OF FIRST REFUSAL

3.1                               Grant of Right of First Refusal

For three (3) years from the date of this Agreement and subject in all cases to the applicable Laws and Section 2, Keystone hereby, unconditionally and irrevocably grants to Ctrip a right of first refusal (the “Right of First Refusal”) to purchase all or any portion of the Restricted Shares that Keystone or any of its Affiliates (the “Transferor”) may propose to Transfer, at the same price and on the same terms and conditions as those offered to the prospective transferee of such Restricted Shares.

3.2                               ROFR Notice; Procedure

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During the term of this Agreement, any Transfer of the Restricted Shares (other than a Excluded Transfer) by Keystone shall be subject to the Right of First Refusal of Ctrip described in this Section 4.2:

(a)                                 if the Transferor proposes to Transfer any Restricted Share held by such Transferor to any Person (a “ROFR Purchaser”), the Transferor shall promptly give written notice (the “ROFR Notice”) to Ctrip prior to such Transfer. The Transfer Notice shall describe in reasonable detail the material terms and conditions of the proposed Transfer, including the number of Restricted Shares to be Transferred, the per Restricted Share purchase price contemplated in such Transfer, and the name and address of the ROFR Purchaser;

(b)                                 Ctrip shall have the right to purchase or designate any of its Affiliates to purchase all or part of the Restricted Shares at the same price and upon the same terms and subject to the same conditions as set forth in the ROFR Notice by giving a written notice (the “ROFR Exercise Notice”) to the Transferor within fifteen (15) Business Days after receipt of the ROFR Notice. If Ctrip fails to deliver a ROFR Exercise Notice within fifteen (15) Business Days after receipt of the ROFR Notice, it shall be deemed to have irrevocably waived its right of first refusal with respect to such Transfer; and

(c)                                  to the extent Ctrip does not elect to purchase all of the Restricted Shares, the Transferor may, not later than thirty (30) days following delivery to Ctrip of the ROFR Notice, conclude a Transfer of the Restricted Shares covered by the ROFR Notice on the same terms and conditions as those described in the ROFR Notice. Any proposed Transfer for a per Restricted Share price less than, or otherwise on terms and conditions which are different from those described in the ROFR Notice, as well as any subsequent proposed Transfer of any Restricted Shares by the Transferor, shall again be subject to the right of first refusal of Ctrip and shall require compliance by the Transferor with the procedures described in this Section 3.2.

3.3                               Consideration; Closing

(a)                                 If Ctrip exercises its Right of First Refusal to purchase any Restricted Shares, then, from and after the date of the ROFR Notice, the Transferor will have no further rights as a holder of such Restricted Shares except the right to receive payment for such Restricted Shares from Ctrip in accordance with the terms of this Agreement. The Transferor will forthwith cause all certificate(s) evidencing such Restricted Shares to be surrendered to the Company for Transfer to Ctrip or its designated Affiliates; and

(b)                                 The closing of the purchase of the Restricted Shares shall take place, and all payments from Ctrip shall have been delivered to the Transferor, by the later of (i) the date specified in the ROFR Notice as the intended date of the Transfer; and (ii) thirty (30) days after delivery of the ROFR Notice.

3.4                               Transfer Void; Equitable Relief

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Any Transfer of Restricted Shares not made in compliance with the requirements of this Agreement shall be null and void ab initio, shall not be recorded on the books of the Company or its transfer agent and shall not be recognized by the Company.  Each party hereto acknowledges and agrees that any breach of this Agreement could result in substantial harm to the other Parties for which monetary damages alone could not adequately compensate.  Therefore, the Parties unconditionally and irrevocably agree that any non-breaching party hereto shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other transfers of Restricted Shares not made in strict compliance with this Agreement).

4.                                      REPRESENTATIONS AND WARRANTIES OF THE PARTIES

4.1                               Representations and Warranties of Keystone

Keystone hereby represents and warrants to Ctrip that each of the representations and warranties set forth below is true and correct as of the date hereof:

(a)                                 it is duly organized, validly existing and in good standing under the applicable Law and it has carried out all procedures and obtained all approvals required under the applicable Law and has the requisite power under the applicable Law to enter into this Agreement and to perform all of its obligations hereunder;

(b)                                 it has taken all internal actions necessary to authorise it to enter into or perform this Agreement; and

(c)                                  neither the execution nor performance of this Agreement will conflict with, or result in a breach of, or constitute a default under, any provision of the articles of association of Keystone or any other contracts or agreements binding upon it other than any such conflicts, breaches or defaults under any such other contracts or agreements that would not reasonably negatively affect the ability of it to perform this Agreement, and there is no agreement with a third party affecting or limiting its right to perform this Agreement or subjecting such performance to a third party’s prior consent.

4.2                               Representations and Warranties of Ctrip

Ctrip hereby represents and warrants to Keystone that each of the representations and warranties set forth below is true and correct as of the date hereof:

(a)                                 Ctrip is duly organized, validly existing and in good standing under the applicable Law and Ctrip has carried out all procedures and obtained all approvals required under the applicable Law and has the requisite power under the applicable Law to enter into this Agreement and to perform all of its obligations hereunder;

(b)                                 Ctrip has taken all internal actions necessary to authorise it to enter into or perform this Agreement; and

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(c)                                  Neither the execution nor performance of this Agreement will conflict with, or result in a breach of, or constitute a default under, any provision of the articles of association of Ctrip or any other contracts or agreements binding upon Ctrip other than any such conflicts, breaches or defaults under any such other contracts or agreements that would not reasonably negatively affect the ability of Ctrip to perform this Agreement, and there is no agreement with a third party affecting or limiting the right of Ctrip to perform this Agreement or subjecting such performance to a third party’s prior consent.

5.                                      INDEMNIFICATION

Each Party (the “Indemnitor”) shall indemnify the other Party (the “Indemnitee”) against all losses, costs, damages and expenses (including attorney fees) suffered or incurred by the Indemnitee directly or indirectly as result of a breach or non-compliance by the Indemnitor of any of its representations, warranties or covenants contained herein, except to the extent such losses, costs, damages and expenses are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from such Indemnitee’s gross negligence or willful misconduct.

6.                                      TERMINATION

This Agreement shall continue in full force and effect at all times after the Effective Date provided that this Agreement shall terminate upon the third anniversary of the Effective Date.  Termination of this Agreement shall not excuse any Party from any liability arising at or prior to such termination, and Section 7, this Section 8 and Section 9 shall survive such termination.

7.                                      MISCELLANEOUS

7.1                               Confidentiality

(a)                                 “Confidential Information” means any information concerning this Agreement or the transactions contemplated hereby and any information concerning the Restricted Shares.

(b)                                 Each Party shall be fully liable and responsible pursuant to this Agreement for any breach of this Section 9.1 by their respective Affiliates and their respective directors, officers, employees, accountants, counsel and other representatives and agents (each a “Representative” and collectively, “Representatives”).

(c)                                  Each Party shall, and shall cause its Affiliates and Representatives to, treat and hold as confidential any and all Confidential Information, provided, however that, (i) if any such Person becomes legally compelled to disclose any Confidential Information, such Person shall provide Ctrip (in the case of Silver or its Affiliate or Representatives) or Keystone (in the case of Ctrip or its Affiliate or Representatives) with prompt written notice of such requirement so that such other Party may at seek a protective order or other remedy, (ii) in the event that such protective order or other remedy is not obtained, or such other Party waives compliance with this Section 7.1, such legally compelled

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party shall furnish only that portion of the Confidential Information which is legally required to be provided and exercise its reasonable best efforts to obtain assurances that confidential treatment will be accorded such Confidential Information, (iii) the Parties agree and acknowledge that remedies at law for any breach of obligations under this Section 7.1 are inadequate and that in addition thereto the non-breaching party shall be entitled to seek equitable relief, including injunction and specific performance, in the event of any such breach; and (iv) notwithstanding the foregoing, information or other materials or data disclosed to or otherwise in the possession of a Person described above prior to disclosure by the other Party or its Affiliates or Representatives, or which is otherwise publicly available through no breach by any such Person of any obligation of confidence, shall not be Confidential Information.

7.2                               Further Assurances

Silver agrees to perform and cause to be performed all further actions and things, and execute and deliver and cause to be executed and delivered such further documents, as may be required by Law or as Ctrip may reasonably request, to implement and/or give effect to this Agreement and the transactions hereunder.

7.3                               Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of each of the Parties and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party without the prior written consent of the other Parties and no such assignment shall relieve such Party of its duties or obligations hereunder. Except as expressly set forth herein, nothing in this Agreement shall confer any claim, right, interest or remedy on any Person (other than the Parties hereto) or inure to the benefit of any Person (other than the Parties hereto).

7.4                               Amendments

This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by each of Keystone and Ctrip.

7.5                               Governing Law; Dispute Resolution

(a)                                 Applicable Law. This Agreement shall be governed by and construed in accordance with the law of Hong Kong as to matters within the scope thereof, without regard to its principles of conflicts of laws.

(b)                                 Arbitration. The Parties irrevocably agree that any dispute arising in connection with this Agreement (including, but not limited to, any dispute concerning the existence, validity, formation, effect, interpretation, performance or termination of this Agreement) shall be finally settled and resolved by binding arbitration in Singapore in accordance with the Rules of Arbitration of the International Chamber of Commerce for the time being in

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force,  which rules are deemed to be incorporated by reference into this Section. The tribunal shall consist of three arbitrators to be appointed in accordance with the aforesaid Rule. The arbitration proceedings shall be conducted in English and shall take place in Singapore.  Any award rendered by the arbitral tribunal shall be final, conclusive and binding upon the Parties.  To the extent permitted by law, the Parties irrevocably waive any right to any form of appeal, review or recourse of any rendered award to any state or other judicial authority. Arbitration expenses shall be paid by the losing party or as fixed by the arbitral tribunal. If a Party needs to enforce an arbitral award by legal action of any kind, the Party against which such legal action is taken shall pay all reasonable costs and expenses and attorneys’ fees, including any cost of additional litigation incurred by the party seeking to enforce the award. Judgment upon any award rendered may be entered in any court having jurisdiction.

7.6                               No Waiver; Cumulative Remedies

Except as specifically set forth herein, the rights and remedies of the Parties to this Agreement are cumulative and not alternative. No failure or delay on the part of any party in exercising any right, power or remedy under this Agreement will operate as a waiver of such right, power or remedy, and no single or partial exercise of any such right, power or remedy will preclude any other or further exercise of such right, power or remedy or the exercise of any other right, power or remedy. To the maximum extent permitted by applicable Law, (a) no claim or right arising out of this Agreement can be discharged by one Party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other Party; (b) no waiver that may be given by a Party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one Party will be deemed to be a waiver of any obligation of that Party or of the right of the Party giving such notice or demand to take further action without notice or demand as provided in this Agreement.

7.7                               Severability

The invalidity or unenforceability of any provision of this Agreement shall in no way affect the validity or enforceability of any other provision of this Agreement.

7.8                               Execution in Counterparts

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same agreement. Facsimile or electronic transmission of a counterpart hereto shall constitute an original hereof.

7.9                               No Strict Construction

The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

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7.10                        Entire Agreement

This Agreement contains the entire understanding of the Parties with respect to the subject matter of this Agreement at the date of this Agreement to the exclusion of any terms implied by law which may be excluded by contract. There are no representations, promises, warranties, covenants or undertakings other than those expressly set forth in or provided for in this Agreement, provided that nothing herein shall exclude liability for fraudulent misrepresentation. This Agreement supersedes all prior agreements and understandings, both oral and written, among the parties hereto with respect to the transactions contemplated by this Agreement.

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first written above.