[] [Company No.: CR-156792 AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Bitauto Holdings Limited (adopted on July 20, 2009 at a general meeting held on July 8, 2009) Incorporated on the 21st day of October, 2005 INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2007 Revision) AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Bitauto Holdings Limited (adopted on July] [THE COMPANIES LAW AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION Bitauto Holdings Limited Bitauto Holdings Limited 1. Bitauto Holdings Limited The name of the Company is 2. The Registered Office of the Company shall be at the offices of Offshore Incorporations (Cayman) Limited, Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman KY1-1112, Cayman Islands. 3. Subject to the] [«Name» NAME AND ADDRESS OF SHAREHOLDER CERTIFICATE NUMBER DISTINCTIVE NUMBERS PAR VALUE PER SHARE ***«cert1»*** FROM TO «Currency»«Par» «member1» -«mem1sharesfrom»- -«mem1sharesto»- DATE OF ISSUE NO. OF SHARES CONSIDERATION PAID «MtgDate» ***«mem1shares»*** «Currency»«Con_paid1» SHARE CERTIFICATE OF «Name» INCORPORATED IN THE CAYMAN ISLANDS Authorised Capital: «Currency»«Aut_Cap» divided into «No_ofshare» shares of a nominal or par value of «Currency»«Par» each THIS IS TO] [SHAREHOLDERS’ AGREEMENT DATED: JULY 8, 2009 (1) PERSONS NAMED IN PART A OF SCHEDULE 2 (2) NVCC CHINESE NEW STARS I PARTNERSHIP (3) LC FUND II (4) AUTHOSIS CAPITAL INC. (5) DCM IV, L.P. and DCM AFFILIATES FUND IV, L.P. (6) HUITUNG INVESTMENTS (BVI) LIMITED (7) GEORGIAN PINE INVESTMENTS LP (8) PROUDVIEW LIMITED (9) BERTELSMANN ASIA INVESTMENTS AG (10) BITAUTO] [AMENDMENT TO SHAREHOLDERS’ AGREEMENT Amendment Effective Date Principals Company Shareholders Shareholders’ Agreement This Amendment to the Shareholders’ Agreement (as defined below) (the “ Party Parties Each of the Principals, the Company and the Shareholders is referred to herein individually as a “ RECITALS WHEREAS, the Parties desire to amend the Shareholders’ Agreement on the terms and conditions set forth herein.] [[ ], 2010 Bitauto Holdings Limited DIRECT LINE: New Century Hotel Office Tower, 6/F E-MAIL No. 6 South Capital Stadium Road OUR REF: Beijing, 100044 YOUR REF: The People’s Republic of China Dear Sirs, Bitauto Holdings Limited (the “Company”) Commission Registration Statement Securities Act Ordinary Shares Minutes Certificate Date For the purposes of giving this opinion, we have examined a] [___________, 2010 Bitauto Holdings Limited Re: American Depositary Shares of Bitauto Holdings Limited (the “Company”) Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals or copies of the following: (a) the Registration Statement; and (b) such other documents, certificates and records as we have deemed necessary or appropriate as a] [[ ] 2010 Matter No.: Bitauto Holdings Limited Dear Sirs, Bitauto Holdings Limited (t Re: Ordinary Shares Registration Statement Securities Act Commission We have acted as special Cayman Islands legal counsel to the Company in connection with an initial public offering of certain shares in the Company (the “ For the purposes of giving this opinion, we have examined and] [Han Kun Law Offices Room 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China Tel : (86 10) 8525-5500; Fax : (86 10) 8525-5511/ 5522 [Date] To: BITAUTO HOLDINGS LIMITED th Scotia Centre, 4 Dear Sirs or Madams: PRC China We are qualified lawyers of the People’s Republic of China (“ Company Registration] [BITAUTO HOLDINGS LIMITED 2006 STOCK INCENTIVE PLAN Purposes of the Plan 1. Definitions 2. Administrator (a) “ Affiliate Associate (b) “ (c) “ Assumed (d) “ Award (e) “ Award Agreement (f) “ Board (g) “ Cause (h) “ the Company or a Related Entity; or (iii) commission of a crime involving dishonesty, breach of trust, or physical or emotional] [BITAUTO HOLDINGS LIMITED 2010 STOCK INCENTIVE PLAN Purposes of the Plan 1. Definitions 2. Administrator “ Affiliate Associate “ “ Assumed “ Award “ Award Agreement “ Board “ Cause “ a Related Entity; or (iii) commission of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person. Change in Control “ Code “ Committee] [INDEMNIFICATION AGREEMENT This Indemnification Agreement (the “Agreement”) is entered into as of RECITALS 1. The Company recognizes that highly competent persons are becoming more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their services to] [EMPLOYMENT AGREEMENT Agreement Company Executive Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by the Company during the term of Employment and under the terms and conditions of] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following Parties on the Party A: Beijing Bitauto Internet Information Company Address: Beijing New Century Hotel Office Building 6 Flr, No.6 Beijing Capital Stadium Road South, Haidian District, Beijing, P.R. China 100044 Party B: [one of our PRC SPEs] Address:] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the ___ day of ______, in Beijing, China: Party A: Beijing Bitauto Internet Information Company Party B: [a shareholder of our PRC SPEs] Party C: [one of our PRC SPEs], • In this Agreement, each of Party A, Party B and] [Share Pledge Agreement This Share Pledge Agreement (this “Agreement”) has been executed by and among the following Parties on this ___ day of ______, in Beijing: Party A: Beijing Bitauto Internet Information Company Address: Beijing New Century Hotel Office Building 6 Flr, No.6 Beijing Capital Stadium Road South, Haidian District, Beijing, P.R. China 100044 Party B: [a shareholder of our] [Loan Agreement This Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of the — day of (1) Beijing Bitauto Internet Information Company (2) [a shareholder of our PRC SPEs] Each of the Lender and the Borrower shall be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively. Whereas: 1.] [Service Agreement Party A: Beijing Bitauto Interactive Advertising Company Limited Address: New Century Hotel Office Tower, 6/F, No. 6 South Capital Stadium Road, Haidian District,Beijing, 100044 Tel: 010-6849 2345 Fax: 010-6849 2726 Party B: Beijing Easy Auto Reach Media Company Limited Address: Zhonghai Enterprise Building, 4/F, No. 56 Zhichun Road, Haidian District, Beijing, 100098 Tel: 010-5884 3816 Fax: 010-5884 3815] [Share Transfer Agreement This agreement was entered into by the following parties in Shanghai on September 22, 2009: Transferor: Beijing A&I Advertising Company Limited (hereinafter referred to as “Party A”) Transferee: Beijing Auto Communication Information and Technology Company Limited (hereinafter referred to as “Party B”) 1. Subject and Price of the Share Transfer 1.1 Party A transfers 70% of the] [List of Subsidiaries Jurisdiction of Subsidiaries: Incorporation Bitauto Hong Kong Limited Hong Kong Beijing Bitauto Internet Information Company Limited PRC Special Purpose Entities: Beijing Bitauto Information Technology Company Limited PRC Beijing C&I Advertising Company Limited PRC Beijing Easy Auto Media Company Limited PRC Beijing Brainstorm Advertising Company Limited PRC Beijing New Line Advertising Company Limited PRC Beijing Bitauto Interactive Advertising] [Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption “Experts” and to the use of our report dated October 28, 2010, in the Registration Statement (Form F-1) and related Prospectus of Bitauto Holdings Limited for the registration of its ordinary shares. Beijing, People’s Republic of China October 28, 2010 EX-23.1 22] [October 20, 2010 Bitauto Holdings Limited New Century Hotel Office Tower, 6/F Bitauto Holdings Limited Re: Dear Sirs, Registration Statement Proposed IPO We understand that Bitauto Holdings Limited plans to file a registration statement on Form F-1 (the " We hereby consent to the reference to our name and to the use of data from our research reports and amendments] [August 16, 2010 Bitauto Holdings Limited Bitauto Holdings Limited Re: Dear Sirs, “Registration Statement”) “Proposed IPO”). We understand that Bitauto Holdings Limited plans to file a registration statement on Form F-l (the “Data”) We hereby consent to the reference to our name and to the use of our China’s automobile historical sales data since 2005 and forecast sales data as] [Bitauto Holdings Limited Code of Business Conduct and Ethics Purpose Code Company This Code of Business Conduct and Ethics (the “ This Code is designed to deter wrongdoing and to promote: • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; • SEC • • prompt internal reporting of]