[] [16 November, 2010 Bitauto Holdings Limited DIRECT LINE: 852 2842 9531 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 copy of the Registration Statement. We have also reviewed the amended and restated memorandum of association and the articles of association] [November 16, 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] [16 November, 2010 Matter No.:874792 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 November 16, 2010 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 (“] [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 No. 333-170238) and related Prospectus of Bitauto Holdings Limited for the registration of its ordinary shares. Beijing, People’s Republic of China November 16, 2010]

[] [Bitauto Holdings Limited (a Cayman Islands exempted limited liability company) [10,600,000] American Depositary Shares Each Representing One Ordinary Share (Par Value US$0.00004 Per Ordinary Share) UNDERWRITING AGREEMENT November [•], 2010 Citigroup Global Markets Inc. UBS AG as Representatives of the several Underwriters Ladies and Gentlemen: Company Selling Shareholders Underwriters Representatives ADSs Ordinary Shares Initial Securities Bitauto Holdings Limited, an exempted] [CERTIFICATE Bitauto Holdings Limited th Scotia Centre, 4 DO HEREBY CERTIFY I, Bin Li, Chairman of the Board of Directors and Chief Executive Officer of Bitauto Holdings Limited, 4. Share Split It is resolved as a special resolution that 4.1 Sub-division every issued and unissued share of US$0.0001 each in the capital of the Company be and is hereby sub-divided] [Party A: FAWMazda FAW Mazda Motor Sales Co., Ltd. (“ Party B: BBII Beijing Bitauto Internet Information Company Limited (“ Party C: CIG Beijing C&I Advertising Company Limited (“ Agreement Party A, Party B and Party C hereby enter into the following agreement (“ ARTICLE 1 SCOPE OF INTERNET MARKETING SERVICES The Internet marketing services shall include the following: 1.1] [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 No. 333-170238) and related Prospectus of Bitauto Holdings Limited for the registration of its ordinary shares. Beijing, People’s Republic of China November 12, 2010]