[INTRODUCTION 1 2 PART I 2 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS 2 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 2 ITEM 3. KEY INFORMATION 2 ITEM 4. INFORMATION ON THE COMPANY 37 ITEM 4A. UNRESOLVED STAFF COMMENTS 56 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 56 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 80 ITEM] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on September 15, 2015 in Beijing, the People’s Republic of China (“China” or the “PRC”). Party A: Beijing Bitauto Internet Information Co., Ltd. Address: Beijing New Century Hotel Office Building 6 Flr, No. 6 Beijing Capital Stadium Road] [Loan Agreement This Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of September 15, 2015 in Beijing, China: (1) Beijing Bitauto Internet Information Co., Ltd. (2) Jinsong ZHU Each of the Lender and the Borrower shall be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively. Whereas: 1. As] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of September 15, 2015 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Beijing Bitauto Internet Information Co., Ltd. Party B: Jinsong ZHU Party C: Beijing Xinbao Information Technology Co., Ltd. In this Agreement, each of Party A,] [Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on September 15, 2015 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Beijing Bitauto Internet Information Co., Ltd. Party B: Jinsong ZHU Party C: Beijing Xinbao Information Technology Co., Ltd. In this Agreement, each of] [Power of Attorney I, Jinsong ZHU, a Chinese citizen with Chinese Identification Card No.: , and a holder of 100% of the entire registered capital in Beijing Xinbao Information Technology Co., Ltd. (“Xinbao Information”) as of the date when the Power of Attorney is executed, hereby irrevocably authorize Beijing Bitauto Internet Information Co., Ltd. (“WFOE”) to exercise the following rights] [Exclusive Business Cooperation Agreement February 15, This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on Party A: Shanghai Techuang Advertising Co., Ltd. Address: Room C2-215, Building 4, No. 218, Yesheng Road, China (Shanghai) Pilot Free Trade Zone Party B: Beijing Yixin Information Technology Co., Ltd. Address: Room 754 and 755,] [Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of April 20, 2015 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Shanghai Techuang Advertising Co., Ltd., a wholly foreign owned enterprise, organized and existing under the laws of the PRC, with its address at Room C2-215,] [Equity Interest Pledge Agreement April 20 This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on Party A: Shanghai Techuang Advertising Co., Ltd. (hereinafter “Pledgee”), a wholly foreign owned enterprise, organized and existing under the laws of the PRC, with its address at Room C2-215, Building 4, No. 218, Yesheng Road, China (Shanghai)] [Power of Attorney I, Bin LI, a Chinese citizen with Chinese Identification Card No.: , and a holder of 55.7% of the entire registered capital in Beijing Yixin Information Technology Co., Ltd. (“Beijing Yixin”) as of the date when the Power of Attorney is executed, hereby irrevocably authorize Shanghai Techuang Advertising Co., Ltd. (“WFOE”) to exercise the following rights relating] [List of Significant Subsidiaries and Structured Entities* Subsidiaries: Jurisdiction of Incorporation Bitauto Hong Kong Limited Hong Kong Yixin Capital Limited Cayman Islands Yixin Capital Hong Kong Limited Hong Kong Beijing Bitauto Internet Information Company Limited PRC Shanghai Yixin Financing Leasing Company Limited PRC Shanghai Techuang Advertising Company Limited PRC Bitauto (Xi’an) Information Technology Company Limited PRC Structured Entities: Jurisdiction of] [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 14 d168155dex131.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 15 d168155dex132.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 Ladies and Gentlemen: SEC] [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 the 2010 Stock Incentive Plan and the Registration Statement (Form S-8 No. 333-195428) pertaining to the 2012 Share Incentive Plan of Bitauto Holdings Limited of our reports dated April 20,] [Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-171927 and No. 333-195428) of Bitauto Holdings Limited of our report dated April 28, 2016 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20-F. Beijing, the] [Ernst & Young Hua Ming LLP Level 16, Ernst & Young Tower Oriental Plaza No. 1 East Chang An Avenue Dong Cheng District Beijing, China 100738 Tel Fax ey.com April 28, 2016 100 F Street, N.E. Ladies and gentlemen: Beijing, the People’s Republic of China A member firm of Ernst & Young Global Limited EX-16.1 19 d168155dex161.htm EX-16.1]