[INTRODUCTION 1 2 PART I 3 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS 3 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THE COMPANY 37 ITEM 4A. UNRESOLVED STAFF COMMENTS 60 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 60 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 90 ITEM] [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] [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] [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: 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, 2012, with respect to the consolidated financial statements of Bitauto Holdings Limited, and the effectiveness of]