[Joint Filing Agreement [Remainder of this page has been left intentionally blank.] February 13 LC Fund II Hao Chen Authorized Signatory Right Lane Limited Hao Chen Authorized Signatory Legend Holdings Limited Hao Chen] [Page 2 of 7 Pages 1. NAMES OF REPORTING PERSONS LC Fund II I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A]
[Joint Filing Agreement [Remainder of this page has been left intentionally blank.] February 13 LC Fund II Hao Chen Authorized Signatory Right Lane Limited Hao Chen Authorized Signatory Legend Holdings Limited Hao Chen] [Page 2 of 7 Pages 1. NAMES OF REPORTING PERSONS LC Fund II I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A]
[SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON WITH 5 SOLE VOTING POWER 2,532,368 shares, except that DCM Investment Management IV, L.P. (“GP IV”), the general partner]
[Joint Filing Statement Dated: November 26, 2012 SERENE VIEW INVESTMENT LIMITED AVNER DEVELOPMENTS LIMITED Bin Li Jingning Shao Director Director FULL RICHES HOLDINGS LIMITED SPEEDVIEW INVESTMENT LIMITED Xuan Zhang] [091727 1 07 CUSIP No. 13D]
[Joint Filing Statement Dated: November 26, 2012 SERENE VIEW INVESTMENT LIMITED AVNER DEVELOPMENTS LIMITED Bin Li Jingning Shao Director Director FULL RICHES HOLDINGS LIMITED SPEEDVIEW INVESTMENT LIMITED Xuan Zhang] [091727 1 07 CUSIP No. 13D]
[Joint Filing Statement Dated: November 26, 2012 AUTOTRADER GROUP, INC. Dallas S. Clement Executive Vice President and Chief Financial Officer COX ENTERPRISES, INC. Charles N. Bowen Assistant Secretary PROVIDENCE EQUITY PARTNERS VI L.L.C. Paul J. Salem Senior Managing Director EX-99.A 2 d443768dex99a.htm JOINT FILING STATEMENT] [Description of Revolving Credit Facility On December 15, 2010, AutoTrader.com, Inc. (ATC, we or our), a Delaware Corporation, entered into our credit facilities with Wells Fargo Bank, National Association, as administrative agent and collateral agent, and other agents and lenders, which initially provided for a revolving credit facility in an aggregate principal amount of up to $200.0 million and two] [SHARE PURCHASE AGREEMENT By and Among [SELLER] And [PURCHASER] Dated as of November 1, 2012 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 ARTICLE II PURCHASE AND SALE 4 5 ARTICLE IV COVENANTS AND AGREEMENTS 7 ARTICLE V CONDITIONS TO CLOSING 7 ARTICLE VI TERMINATION 9 ARTICLE VII INDEMNIFICATION 10 ARTICLE VIII GENERAL PROVISIONS 11 SHARE PURCHASE AGREEMENT Agreement THIS SHARE] [SHAREHOLDERS AGREEMENT and By (1) ATG GLOBAL MANAGEMENT L.P. (2) PROUDVIEW LIMITED (3) SERENE VIEW INVESTMENT LIMITED (4) AVNER DEVELOPMENTS LIMITED (5) FULL RICHES HOLDINGS LIMITED (6) SPEEDVIEW INVESTMENT LIMITED (7) Bin LI (8) Jingning SHAO (9) Xuan ZHANG (10) Weihai QU And (11) BITAUTO HOLDINGS LIMITED Dated as of November 1, 2012 TABLE OF CONTENTS ARTICLE I DEFINITIONS 2] [NOTE PURCHASE AGREEMENT By and Among [ ] And [ ] And ATG GLOBAL MANAGEMENT L.P. Dated as of November 1, 2012 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 ARTICLE II ISSUANCE OF THE NOTE 5 ARTICLE III CLOSING AND DELIVERY 5 6 ARTICLE V COVENANTS AND AGREEMENTS 12 ARTICLE VI CONDITIONS TO CLOSING 13 ARTICLE VII GUARANTEE AND SECURITY] [[BORROWER] NOTE SENIOR SECURED GUARANTEED NOTE (this US$[ ] Issue Date November 21, 2012 (the Borrower Holder Indebtedness FOR VALUE RECEIVED, Serene View Investment Limited, a company incorporated under the laws of the British Virgin Islands (the Note Purchase Agreement Definitions 1. Event of Default 1 Holders Purchased Shares Share Purchase Agreement Share Purchase Agreements ] [Agreed Form SHARE CHARGE (BVI SHARE FORM) relating to ordinary shares of [] By and Between [] (as Chargor) and [] (as Chargee) Dated as of November [], 2012 ARTICLE I DEFINITIONS AND INTERPRETATION 1 ARTICLE II CHARGE 3 ARTICLE III COVENANTS BY THE CHARGOR 3 5 ARTICLE V POWER OF ATTORNEY 7 ARTICLE VI ENFORCEMENT NOTICE 7 ARTICLE VII] [Agreed Form SHARE CHARGE (CAYMAN SHARE FORM) relating to ordinary shares of [] By and Between [] (as Chargor) and [] (as Chargee) Dated as of November [], 2012 ARTICLE I DEFINITIONS AND INTERPRETATION 1 ARTICLE II CHARGE 3 ARTICLE III COVENANTS BY THE CHARGOR 3 5 ARTICLE V POWER OF ATTORNEY 6 ARTICLE VI ENFORCEMENT NOTICE 7 ARTICLE VII] []
[Joint Filing Statement Dated: November 26, 2012 AUTOTRADER GROUP, INC. Dallas S. Clement Executive Vice President and Chief Financial Officer COX ENTERPRISES, INC. Charles N. Bowen Assistant Secretary PROVIDENCE EQUITY PARTNERS VI L.L.C. Paul J. Salem Senior Managing Director EX-99.A 2 d443768dex99a.htm JOINT FILING STATEMENT] [Description of Revolving Credit Facility On December 15, 2010, AutoTrader.com, Inc. (ATC, we or our), a Delaware Corporation, entered into our credit facilities with Wells Fargo Bank, National Association, as administrative agent and collateral agent, and other agents and lenders, which initially provided for a revolving credit facility in an aggregate principal amount of up to $200.0 million and two] [SHARE PURCHASE AGREEMENT By and Among [SELLER] And [PURCHASER] Dated as of November 1, 2012 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 ARTICLE II PURCHASE AND SALE 4 5 ARTICLE IV COVENANTS AND AGREEMENTS 7 ARTICLE V CONDITIONS TO CLOSING 7 ARTICLE VI TERMINATION 9 ARTICLE VII INDEMNIFICATION 10 ARTICLE VIII GENERAL PROVISIONS 11 SHARE PURCHASE AGREEMENT Agreement THIS SHARE] [SHAREHOLDERS AGREEMENT and By (1) ATG GLOBAL MANAGEMENT L.P. (2) PROUDVIEW LIMITED (3) SERENE VIEW INVESTMENT LIMITED (4) AVNER DEVELOPMENTS LIMITED (5) FULL RICHES HOLDINGS LIMITED (6) SPEEDVIEW INVESTMENT LIMITED (7) Bin LI (8) Jingning SHAO (9) Xuan ZHANG (10) Weihai QU And (11) BITAUTO HOLDINGS LIMITED Dated as of November 1, 2012 TABLE OF CONTENTS ARTICLE I DEFINITIONS 2] [NOTE PURCHASE AGREEMENT By and Among [ ] And [ ] And ATG GLOBAL MANAGEMENT L.P. Dated as of November 1, 2012 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 ARTICLE II ISSUANCE OF THE NOTE 5 ARTICLE III CLOSING AND DELIVERY 5 6 ARTICLE V COVENANTS AND AGREEMENTS 12 ARTICLE VI CONDITIONS TO CLOSING 13 ARTICLE VII GUARANTEE AND SECURITY] [[BORROWER] NOTE SENIOR SECURED GUARANTEED NOTE (this US$[ ] Issue Date November 21, 2012 (the Borrower Holder Indebtedness FOR VALUE RECEIVED, Serene View Investment Limited, a company incorporated under the laws of the British Virgin Islands (the Note Purchase Agreement Definitions 1. Event of Default 1 Holders Purchased Shares Share Purchase Agreement Share Purchase Agreements ] [Agreed Form SHARE CHARGE (BVI SHARE FORM) relating to ordinary shares of [] By and Between [] (as Chargor) and [] (as Chargee) Dated as of November [], 2012 ARTICLE I DEFINITIONS AND INTERPRETATION 1 ARTICLE II CHARGE 3 ARTICLE III COVENANTS BY THE CHARGOR 3 5 ARTICLE V POWER OF ATTORNEY 7 ARTICLE VI ENFORCEMENT NOTICE 7 ARTICLE VII] [Agreed Form SHARE CHARGE (CAYMAN SHARE FORM) relating to ordinary shares of [] By and Between [] (as Chargor) and [] (as Chargee) Dated as of November [], 2012 ARTICLE I DEFINITIONS AND INTERPRETATION 1 ARTICLE II CHARGE 3 ARTICLE III COVENANTS BY THE CHARGOR 3 5 ARTICLE V POWER OF ATTORNEY 6 ARTICLE VI ENFORCEMENT NOTICE 7 ARTICLE VII] []
[Bitauto Announces Closing of Strategic Investment from AutoTrader Group and Appointment of New Director In connection with the consummation of the transaction, the Company appointed Mr. Dallas S. Clement, the executive vice president and chief financial officer of AutoTrader Group, to its Board of Directors, effective November 17, 2012. Meanwhile, Ms. Rong Lu has resigned from the Companys Board of] [Bitauto Holdings Limited Bin Li Chairman of the Board of Directors and Chief Executive Officer 2 3 6-K 1 d441757d6k.htm FORM 6-K]
[Bitauto Announces Closing of Strategic Investment from AutoTrader Group and Appointment of New Director In connection with the consummation of the transaction, the Company appointed Mr. Dallas S. Clement, the executive vice president and chief financial officer of AutoTrader Group, to its Board of Directors, effective November 17, 2012. Meanwhile, Ms. Rong Lu has resigned from the Companys Board of] [Bitauto Holdings Limited Bin Li Chairman of the Board of Directors and Chief Executive Officer 2 3 6-K 1 d441757d6k.htm FORM 6-K]
[Bitauto Announces Closing of Strategic Investment from AutoTrader Group and Appointment of New Director In connection with the consummation of the transaction, the Company appointed Mr. Dallas S. Clement, the executive vice president and chief financial officer of AutoTrader Group, to its Board of Directors, effective November 17, 2012. Meanwhile, Ms. Rong Lu has resigned from the Companys Board of] [Bitauto Holdings Limited Bin Li Chairman of the Board of Directors and Chief Executive Officer 2 3 6-K 1 d441757d6k.htm FORM 6-K]
