[Title of Each Class Name of Exchange on Which Registered American depositary shares, each representing one ordinary share Ordinary shares, par value US$0.00004 per share* None (Title of Class) None (Title of Class) Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the period covered by the] [Bitauto Holdings Limited 2012 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan, they shall have the meanings specified below unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates, and vice versa. 2.1 “ Award 2.2 “ Award] [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: Beijing Bitauto Information Technology Company Limited] [Exclusive Option Agreement* This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the 31st day of March, 2009, in Beijing, China: Party A: Beijing Bitauto Internet Information Company Party B: Li Bin Party C: Beijing Bitauto Information Technology Company Limited, In this Agreement, each of Party A, Party B and Party C shall] [Share Pledge Agreement* This Share Pledge Agreement (this “Agreement”) has been executed by and among the following Parties on this 31st day of March, 2009, 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: Li Bin ID] [Loan Agreement* This Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of the 31st day of (1) Beijing Bitauto Internet Information Company (2) Li Bin Each of the Lender and the Borrower shall be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively. Whereas: 1. Borrower holds 80% of] [Exclusive Business Cooperation Agreement this Agreement China PRC This Exclusive Business Cooperation Agreement (“ Party A: Beijing Bitauto Internet Information Company Ltd. Address: 10/F New Century Hotel Office Tower No. 6 Beijing Capital Stadium Road South, Haidian District, Beijing, P.R. China Party B: Beijing Easy Auto Media Co., Ltd. Address: 6/F New Century Hotel Office Tower No. 6 Beijing Capital] [Exclusive Option Agreement this Agreement China This Exclusive Option Agreement (“ Party A: Beijing Bitauto Internet Information Company Ltd. Party B: Xiaodong Hu, Party C: Beijing Easy Auto Media Co., Ltd. In this Agreement, each of Party A, Party B and Party C shall be referred to as a “Party” respectively, and they shall be collectively referred to as the] [Equity Interest Pledge Agreement this Agreement China This Equity Interest Pledge Agreement (“ Party A: Beijing Bitauto Internet Information Company Ltd. Pledgee Address: Party B: Xiaodong Hu Pledgor Party C: Beijing Easy Auto Media Co., Ltd. Address: In this Agreement, each of Pledgee, Pledgor and Party C shall be referred to as a “Party” respectively, and they shall be collectively] [Loan Agreement this Agreement China This Loan Agreement (“ (1) Beijing Bitauto Internet Information Company Ltd. Lender (2) Xiaodong Hu Borrower Each of Lender and Borrower shall be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively. Whereas, 1. Loan 1.1 Loan In accordance with the terms and conditions of this Agreement, Lender agrees to provide a] [Power of Attorney My Shareholding WFOE I, Li Bin, a citizen of the People’s Republic of China (“China”) Identification Card No.: , and a holder of 80% of the entire registered capital in Beijing Bitauto Information Technology Company Limited (“ The WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to] [List of Subsidiaries and Affiliated Entities Subsidiaries: Jurisdiction of Incorporation Bitauto Hong Kong Limited Hong Kong Beijing Bitauto Internet Information Company Limited PRC Special Purpose Entities: Jurisdiction of Incorporation 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] [I, Bin Li, certify that: 1. I have reviewed this annual report on Form 20-F of Bitauto Holdings Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [Certification by the Principal Financial Officer I, Xuan Zhang, certify that: 1. I have reviewed this annual report on Form 20-F of Bitauto Holdings Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Bin Li Chairman and Chief Executive Officer EX-13.1 15 d523227dex131.htm EX-13.1] [Certification by the Principal Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Xuan Zhang Chief Financial Officer EX-13.2 16 d523227dex132.htm EX-13.2] [Han Kun Law Offices Suite 906, Office Tower C1, Oriental Plaza No. 1 East Chang An Ave. Beijing 100738 The People’s Republic of China Tel: (86 10) 8525 5500 Fax: (86 10) 8525 5511 Bitauto Holdings Limited New Century Hotel Office Tower, 6/F No. 6 South Capital Stadium Road Beijing, 100044 The People’s Republic of China Dear Sir/Madam: Yours Sincerely,] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-171927) pertaining to the 2006 Stock Incentive Plan and 2010 Stock Incentive Plan of Bitauto Holdings Limited of our reports dated April 26, 2013, with respect to the consolidated financial statements of Bitauto Holdings Limited, and the effectiveness of]