Report of Foreign Issuer (6-k)
March 19 2015 - 5:58AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
6-K
Report of Foreign Private Issuer Pursuant
to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
_______________________
For the Month of March 2015
Commission File Number: 000-50984
eLong, Inc. |
(Exact Name of Registrant as Specified in its Charter) |
Block B, Xingke Plaza Building
10 Middle Jiuxianqiao Road
Chaoyang District
Beijing 100015, People’s Republic of China |
(Address of principal executive offices) |
Indicate by check mark whether the registrant files or will
file annual reports under cover Form 20-F or Form 40-F.
Form
20-F x Form 40-F ¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨ No
x
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨ No
x
On March 19, 2015, eLong, Inc., through
its wholly-owned subsidiary eLongNet Information Technology (Beijing) Co., Ltd. and a consolidated affiliated company (together,
“eLong”), entered into a share transfer agreement (the “Share Transfer Agreement”) with ADDOR Capital Management
Co., Ltd. and its subsidiary Jiangsu Zijin Huiwen Media Investment Co., Ltd. (“JZH Media”), pursuant to which JZH Media
will acquire a 90% equity interest and all assets relating to eLong’s Nanjing Xici Information Technology Share Co., Ltd.(“Nanjing
Xici”) business for a purchase price of RMB76.5 million (US$12.2 million). Nanjing Xici operates a regional BBS business
in Jiangsu Province, China. Immediately prior to entering into the Share Transfer Agreement, eLong and Nanjing Xici employees owned
95.05% and 4.95%, respectively, of Nanjing Xici.* The Share Transfer Agreement also provides that eLong will transfer
its remaining 5.05% equity interest in Nanjing Xici to employees of Nanjing Xici upon JZH Media’s payment of the full purchase
price.
eLong currently expects the transactions
contemplated by the Share Transfer Agreement to be completed in the fourth quarter of 2015, and intends to use the funds received
by eLong from the transactions for general corporate purposes.
Safe Harbor Statement
Statements in this press release concerning
eLong’s expectations as to the completion of the transactions contemplated by the Share Transfer Agreement are “forward-looking”
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange
Act of 1934, as amended, and as defined in the Private Securities Litigation Reform Act of 1995.These forward-looking statements
are based upon management’s current expectations with respect to future events, and therefore you should not place undue
reliance on them. Such forward-looking statements involve inherent risks and uncertainties, and in particular the risk that the
transactions contemplated by the Share Transfer Agreement will not be completed as planned.
Further information regarding risks faced
by eLong in its business is included in eLong’s filings with the U.S. Securities and Exchange Commission, including eLong’s
Annual Report on Form 20-F filed on March 13, 2015.
* Note: There was a typographical error in eLong’s Annual
Report on Form 20-F for the year ended December 31, 2014 (the “2014 20-F”), which stated on page 38 that two eLong
entities together owned 96.35% of Nanjing Xici. The correct amount as of February 28, 2015 was 94.45%. Subsequent to February
28, 2015, eLong acquired an additional 0.6% interest in Nanjing Xici from a former Nanjing Xici employee.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
DATED: March 19, 2015 |
ELONG, INC. |
|
|
|
|
By: |
/s/ Philip Yang |
|
Name: |
Philip Yang |
|
Title: |
Chief Financial Officer |
Elong ADS Representing 2 Ordinary Shares (MM) (NASDAQ:LONG)
Historical Stock Chart
From Jun 2024 to Jul 2024
Elong ADS Representing 2 Ordinary Shares (MM) (NASDAQ:LONG)
Historical Stock Chart
From Jul 2023 to Jul 2024