[Joint Filing Agreement This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. DONGTING LAKE INVESTMENT LIMITED Ma Huateng Authorized Representative MORESPARK LIMITED Ma Huateng Authorized Representative THL E LIMITED] [Confidential SUBSCRIPTION AGREEMENT dated as of June 6, 2016 among BITAUTO HOLDINGS LIMITED JD.COM GLOBAL INVESTMENT LIMITED MORESPARK LIMITED and BAIDU HOLDINGS LIMITED TABLE OF CONTENTS ARTICLE I DEFINITION AND INTERPRETATION 1 Section 1.1 Definition, Interpretation and Rules of Construction 1 ARTICLE II PURCHASE AND SALE; CLOSING 5 Section 2.1 Issuance, Sale and Purchase of the Subscription Shares 5 Section] [Confidential Execution Version AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT dated as of June 17, 2016 among BITAUTO HOLDINGS LIMITED JD.COM GLOBAL INVESTMENT LIMITED DONGTING LAKE INVESTMENT LIMITED MORESPARK LIMITED and BAIDU HOLDINGS LIMITED TABLE OF CONTENTS Article 1 Definitions Section 1.01 1 Other Definitional and Interpretative Provisions Section 1.02 4 Article 2 Board Representation Section 2.01 4 Expenses and Indemnification] [SCHEDULE 13D Bitauto Holdings Limited (Name of Issuer) Ordinary Shares, par value $0.00004 per share (Title of Class of Securities) 091727925 (CUSIP Number) Tencent Holdings Limited 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong Telephone: +852 3148 5100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 17, 2016 (Date of]