Code of Conduct

This Code of Business Conduct and Ethics ("Code of Ethics" or "Code") reflects the commitment of the eLong group's members (including eLong., Inc., eLongNet Information Technology (Beijing) Co., Ltd., Beijing,eLong Information Technology Co.,Ltd., Beijing eLong Airline Service Co.,Ltd., Hangzhou eLong Airline Service Co.,Ltd., Shanghai Xinwang Computer Technology Co., Ltd., Beijing Asia Media Interactive Advertising Co.,Ltd., Beijing eLong International Travel Agency Co.,Ltd. and their branches,the "Company" or "eLong") to conduct its business affairs in accordance with not only the requirements of law but also standards of ethical conduct that will maintain and foster the Company's reputation for honest and straightforward business dealings. The standards in this Code may be further explained or implemented through policy memoranda, including those relating to specific areas of our business. If a law conflicts with a policy in this Code, you must comply with the law. This Code and related memoranda and manuals are available from the Human Resources and Legal Departments of eLong.

Every employee of the Company is subject to and must abide by this Code of Ethics. References in this Code to employees of the Company include members of the eLong Board of Directors as well as the officers of the Company. All such persons are hereinafter referred to as "covered persons".

You are strongly encouraged to consult with supervisory personnel or the Legal Department of Company if you have any questions concerning the requirements or interpretation of this Code of Ethics.

Those who violate the standards in this Code may be subject to disciplinary action. If you are in or aware of a situation which you believe may violate or lead to a violation of this Code, please follow the guidelines described in Sections 8 and 9 of this Code.

The conduct of covered persons in performing their duties on behalf of the Company must in all situations, as to all matters and at all times, be honest, lawful and in accordance with high ethical and professional standards.

In addition, the conduct of all covered persons must at all times be respectful of the rights of others and, in keeping with their duty of loyalty to the Company, must at all times be in the best interests of the Company.

The requirement of honest, lawful, and ethical conduct is broad and therefore must be stated in general terms. As such, this Code does not cover every issue that may arise, but instead sets out basic principles to guide all employees of the Company.

Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. A "conflict of interest" exists when a person's personal or private interest improperly interferes with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. Conflicts of interest may also arise when any such covered person, or any member of his or her family, receives improper personal benefits as a result of his or her position in the Company.

It is almost always a conflict of interest for a covered person to work simultaneously for a competitor, customer or supplier. The best policy is to avoid any material business connection with our customers, suppliers or competitors, except when acting on the Company's behalf. It is also a conflict of interest for a staff member to receive a commission, referral fee, or any form of benefit other than modest gifts or working meals from a supplier to the company, if such benefit has not been disclosed to and approved by the company. Receipt of such benefit may be grounds for termination of the relevant staff.

The Company also requires that procurement decisions be made based on benefits to the Company, and not to the relevant staff. Procurement contracts having a value of RMB 20,000 or above must be supported by at least three written bids from competing suppliers, with contact information of the suppliers included.

The Company respects the privacy of its employees and their right to engage in outside activities that do not conflict with the interests of, do not interfere with the performance of their duties on behalf of, and do not reflect poorly on the Company. The Company nonetheless has the right and obligation to determine whether conflicts of interest exist and to take appropriate action to address them.

Before engaging in any material transaction or relationship that reasonably could give rise to an actual or apparent conflict of interest, each covered person must provide full and fair disclosure of all relevant facts and circumstances to, and receive the approval of, in the case of an eLong Board member or executive officer, the ELONG Board of Directors or a committee thereof or, in the case of any other covered person, the ELONG Legal Department, as applicable. Whenever a general counsel of an ELONG business learns of a potential conflict of interest transaction that appears to be material, he or she shall immediately inform the ELONG Legal Department. In addition, if a covered person's spouse or other close family member works for a firm that does business with or competes against the Company, the Legal Department should be advised of the situation in writing. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with senior management or your Legal Department.

Complying with the law is the foundation on which ELONG's ethical standards are built. It is ELONG's policy to be a good "corporate citizen". All covered persons must comply with applicable governmental laws, rules and regulations. Reasons such as "everyone does it" are unacceptable excuses for violating this requirement of the Code.

Although not all covered persons are expected to know the details of these laws, it is important to know enough to determine when to seek advice from supervisors, managers, the Legal Department or other appropriate personnel. Any suspected or actual violation of any applicable law, rule or regulation should be reported immediately to your immediate supervisor or your Legal Department.

Covered persons who, as a result of their employment at or other association with the Company, are in possession of material, non-public information about any publicly traded corporation, including ELONG, may not engage in transactions in the securities of such corporations and should not share such information with anyone who might engage in such transactions. To do so is not only unethical but also illegal and could expose you to civil and criminal penalties.

Please read and familiarize yourself with the "ELONG Securities Trading Policy", which already has been distributed to you. If you should have further questions in this area, please consult the ELONG Legal Department.

The Company is committed to providing full, fair, accurate, timely and understandable disclosure in all reports and documents filed with or submitted to the Securities and Exchange Commission ("SEC") and in all other public communications made by the Company. All of the Company's books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company's transactions and must conform both to applicable legal requirements and to the Company's system of internal controls. Unrecorded or "off the books" funds or assets should not be maintained unless permitted by applicable law or regulation and brought to the attention of ELONG's controller.

Any covered person of the Company who learns of any material information affecting or potentially affecting the accuracy or adequacy of the disclosures made by the Company in its SEC filings or other public statements shall bring the matter promptly to the attention of a member of the ELONG Disclosure Committee. The Disclosure Committee consists of the General Counsel of ELONG, the Chief Financial Officer of ELONG and such other employees of ELONG as may be designated from time to time.

Senior management, including the senior financial officers, of ELONG's businesses shall report their respective financial results to senior management of ELONG in a way that enables ELONG to fairly present the consolidated financial position and the consolidated results of operations and cash flows of the Company in conformity with accounting principles generally accepted in the United States, applied on a consistent basis.

Any covered person who learns of any information concerning (i) significant deficiencies or material weaknesses in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data accurately, or (ii) any fraud, whether or not material, involving management or other employees who have a significant role in the Company's financial reporting, disclosures or internal controls, shall bring the matter promptly to the attention of a member of the Disclosure Committee.

Upon receipt of any such information, the Disclosure Committee shall investigate the matter, consult with senior management as warranted, confer with the Audit Committee of the ELONG Board of Directors if appropriate, and ensure that any necessary corrective action is taken.

All staff must maintain the confidentiality of confidential information entrusted to them by the Company or its customers or suppliers, except when disclosure is authorized by the Legal Department of the Company, required by laws or regulations or ordinary and necessary in the course of carrying out your responsibilities as an employee, officer or director of the Company. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers or suppliers, if disclosed, including but not limited to customer lists or contact information. It also includes information that suppliers and customers have entrusted to us. The obligation to preserve confidential information continues even after employment ends.

Any staff involved directly or indirectly in the theft or disclosure of confidential information of the Company will be subject to severe discipline by the Company, including possibly termination and prosecution under relevant law.

Any waiver of this Code for executive officers or directors of ELONG may be made only by the ELONG Board of Directors or a properly authorized ELONG Board committee and will be promptly disclosed to shareholders along with reasons for such waiver as required by law or Nasdaq regulation.

We must all work to ensure prompt and consistent action in response to violations of this Code. However, in some situations it is difficult to know right from wrong. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:

The Company is committed to full, prompt, and fair enforcement of the provisions of this Code of Conduct and Ethics.

Reporting Violations. Any covered person who learns of information indicating that a violation of this Code of Ethics has been or is about to be committed shall immediately report the facts to the general counsel of Company (or his or her designee), if applicable, or otherwise to the eLong Legal Department.

Violations or concerns may be reported on the company's internal hotline, (001)877-777-7940, by e-mail to: reportit@corp.eLong.com, or directly to the Legal Department at: hal.fiske@corp.eLong.com, or to tony.fu@corp.eLong.com.

Staff may also e-mail to the Company's Audit Committee, at: mdoyle@expedia.com, or dgoldhill@yahoo.com;or by regular mail to: eLong, Inc, General Counsel, 10 Jiuxianqiao Middle Road,XingKe Plaza Building B,Chaoyang District, Beijing 100021 China or to Mike Doyle, Expedia, Inc.,13810 SE Eastgate Way, Suite 400, Bellevue, WA 98005

Anyone reporting violations or concerns in good faith shall be protected by the company and the identity of such person shall not be disclosed.

Protection for Reporting Violations. It is prohibited, and is a violation of this Code of Ethics, for anyone associated with the Company to retaliate in any way against anyone who has reported to the Company in good faith information indicating that a violation of the Code may have occurred or may be about to occur.

Prohibited forms of retaliation include adverse employment actions (such as termination, suspension, and demotion), the creation of a hostile work environment, and any other type of reprisal for the good-faith reporting of a possible violation of this Code of Ethics.

Investigating Reports of Violations. Upon receipt of a report of a possible violation of this Code of Ethics, the ELONG Legal Department, as the case may be, shall promptly initiate an investigation to gather the relevant facts.

Sanctions for Violations. Appropriate disciplinary action shall be determined upon completion of the investigation, if the ELONG General Counsel or the Legal Department, as the case may be, concludes that a violation of the Code of Ethics has been committed and disciplinary action is warranted. Any violation of this Code may result in serious sanctions by the Company, which may include dismissal, suspension without pay, loss of pay or bonus, loss of benefits, demotion or other sanctions.

Any disciplinary action to be taken against an employee shall be subject to the approval of senior management, and shall be carried out by the Human Resources Department of ELONG.

1. Prohibited Payments to Government Officials and Private Sector Employees.

Under applicable PRC law and the United States Foreign Corrupt Practices Act ("FCPA"), it is unlawful to offer or provide money or things of value to government officials for the purpose of:

For the purposes of the FCPA, all officials and employees of government entities, and political party officials and employees, regardless of rank, and whether full or part-time, are "government officials;" in addition, a manager or employee of a State-owned enterprise is considered a "government official" and therefore Company staff should abide by the above rules when dealing with such staff. Even if PRC law provides that a particular person is not a "government official," or a particular person insists that they are not a "government official," they should be treated as such if they fall within the above definitions.

Under PRC competition law, these same prohibitions apply to an employee's dealings with private sector employees (or owners) of vendors, suppliers or other non-governmental entities with which the Company does or would like to do business.

The Company recognizes that maintaining healthy business relationships is an important foundation for running its business.

eLong supports modest, appropriate business courtesies such as gift giving and work-related meals and social events that are not intended improperly to influence decision making in its favor.

Without limiting the scope of the Code of Conduct, employees, may not either directly or indirectly, offer or give cash (or any other items of value (including gifts)), to government officials, employees of government departments or private sector employees with the goal of improperly directing business to the Company or securing other improper advantages, such as favorable tax or customs rulings. Maintaining basic goodwill with business partners and officials with whom the Company frequently interacts through modest gift giving is acceptable, as follows. Customary gifts offered to business contacts or officials may not exceed RMB 800 in value unless such expenses are otherwise approved in advance by the Compliance Officer (and in any event not to be greater than US $300 in value). Cash or cash equivalents (including but not limited to, pre-paid shopping or gas purchase cards) may not be offered. No individual should be offered such gifts more often than three (3) times per year, and records should be maintained to assure that eLong employees collectively do not exceed this annual limit. Gifts should generally be given during customary gift-giving periods, and should not be given to officials before whom specific projects or approvals are pending.

Note that gifts made by the company to another company or government agency (and not to an individual official) are generally not subject to the above restrictions (assuming the gift is not to a political party), because under relevant law such gifts will not be deemed to be improper influencing benefits provided to individual decision makers. Staff should consult with the Legal Department with any questions as to what may be a permissible gift to a given company or government agency.

The Company supports appropriate business-related hosting of meals and social events. Expenses for working meals or business entertainment expenses shall not exceed RMB 400 per person per event, and such expenses may not be reimbursed more than twice per month per given official, and any single event fee may not exceed RMB 4,000 without the Compliance Officer's advance written approval. (Such Compliance Officer shall be the senior legal officer or if no legal officer, the Chief Financial Officer). Records should be maintained to assure that eLong employees collectively do not exceed these limits.

Any invitation by Company staff to 3d parties to proposed business meetings or travel of 2 days or more to be hosted by eLong should be approved in writing in advance by the Compliance Officer.

The above limits have been established and communicated by the Compliance Officer in consultation with the Board of Directors.

2. Use of Consultants and other Third Parties. Consultants and other third parties may not be engaged to help renew licenses, secure business, or address operating problems unless and until such persons or entities and their proposed engagements have been reviewed and approved by the Compliance Officer. The payment to such persons or entities must be defensible on an arms' length basis in view of the experience, technical skills, and specific deliverables provided by the consultant. The Compliance Officer shall approve consulting and third-party relationships only if the Compliance Officer is convinced that any payments are at fair and reasonable market rates and the third party has made a commitment, in writing, not to undertake any practices that would be improper under this Supplemental Code, under law or otherwise if undertaken directly by an employee. Before approving the retention of any consultant or third party, the relevant project owner or the Compliance Officer shall take affirmative steps to establish the reputation of the third party for fair and honest dealing, and should document in writing the steps taken and the information obtained as a result of such due diligence review. Such steps should include, at a minimum, a review of the validity of any licenses required by the third party for lawful performance of the work, performance of internet searches, requests and confirmation of the third party's references, and consultations, if appropriate, with the commercial attaché at the United States Embassy or Consular Office in the jurisdiction within China where the third party resides or conducts most of its business. If feasible, the third party should be required to make available its books and records for periodic inspection and auditing. The third party should be required to obtain and provide to eLong receipts for all expenditures made in fulfillment of its contractual obligations to eLong.

The contract with the third party should provide that if eLong reasonably believes that the third party has engaged in any conduct that violates this Supplemental Code, or any provision of law, eLong, at its sole discretion, may terminate the contract immediately. In addition, no payments to any third party should be made except as provided in the written agreement with eLong, which agreement shall be approved by the Compliance Officer.

The Company shall not engage consultants that have a family relationship or common financial interests with relevant government officials or agencies. The relevant project owner shall provide to Legal Department and to the Compliance Officer the results of due diligence on the consultant, including the consultant business license.

3. Sanctions. Failure to comply with these rules can lead to serious disciplinary consequences, including termination of employment, monetary fines, or imprisonment.

4. Book and Records. Under the FCPA and PRC law, accurate records of the company's finances and transactions shall be maintained. Staffs suspecting improper record-keeping or transactions that are not properly and accurately recorded in the Company's financial reports should report such facts to the contact information listed in Section 9 above. It is a serious violation of United States law for any payment made in violation of this Supplemental Code to be disguised or mis-represented on the Company's books and records as a proper payment. In the event any questions arise as to how a particular transaction or payment must be described, the issue shall be brought to the Legal Department or to the Compliance Officer for resolution.