[INTRODUCTION 1 1 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 3 ITEM 4. INFORMATION ON THE COMPANY 37 ITEM 4A. UNRESOLVED STAFF COMMENTS 61 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 61 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 79 ITEM] [TERMINATION AGREEMENT TERMINATION This by and among A. Beijing Autohome Information Technology Co., Ltd., a company duly organized and existing under the PRC laws with its legal address at Room 1001, F/10, Tower B, No. 3, Danling Street, Haidian District, Beijing 100080, China. (Party A) B. Beijing Shengtuo Hongyuan Information Technology Co., Ltd., with its registered address at Room 1005,] [Equity Transfer Agreement Equity Transfer Agreement Agreement PRC This (1) Party A Beijing Autohome Information Technology Co., Ltd. (“ (2) Party B Qin Zhi (“ Party Parties (each a “ WHEREAS A. Company Beijing Shengtuo Hongyuan Information Technology Co., Ltd. (the “ B. As of the date first above written herein, Party A holds 100% equity interests of the Company.] [Equity Transfer Agreement Equity Transfer Agreement Agreement PRC This (1) Party A Beijing Autohome Information Technology Co., Ltd. (“ (2) Party B Fan Zheng (“ Party Parties (each a “ WHEREAS A. Company Beijing Shengtuo Hongyuan Information Technology Co., Ltd. (the “ B. As of the date first above written herein, Party A holds 100% equity interests of the Company.] [Exclusive Technical Consulting and Services Agreement between Beijing Chezhiying Technologies Co., Ltd. and Beijing Shengtuo Hongyuan Information Technology Co., Ltd. July 8, 2015 TABLE OF CONTENTS ARTICLE PAGE 1. APPOINTMENT AND PROVISION OF SERVICES 3 2. INTELLECTUAL PROPERTY RIGHTS 4 3. SERVICE FEE AND PAYMENT 4 4. 4 5. CONFIDENTIALITY 5 6. BREACH 5 7. FORCE MAJEURE 5 8. EFFECTIVE] [Exclusive Technical Consulting and Services Agreement between Autohome Used Car Appraisal Co., Ltd. and Beijing Chezhiying Technology Co., Ltd. July 8, 2015 TABLE OF CONTENTS ARTICLE PAGE 1. APPOINTMENT AND PROVISION OF SERVICES 3 2. INTELLECTUAL PROPERTY RIGHTS 4 3. SERVICE FEE AND PAYMENT 4 4. 4 5. CONFIDENTIALITY 5 6. BREACH 5 7. FORCE MAJEURE 5 8. EFFECTIVE DATE] [Exclusive Technical Consulting and Services Agreement between Beijing Autohome Used Car Brokerage Co., Ltd and Beijing Chezhiying Technology Co., Ltd. July 8, 2015 TABLE OF CONTENTS ARTICLE PAGE 1. APPOINTMENT AND PROVISION OF SERVICES 3 2. INTELLECTUAL PROPERTY RIGHTS 4 3. SERVICE FEE AND PAYMENT 4 4. 4 5. CONFIDENTIALITY 4 6. BREACH 5 7. FORCE MAJEURE 5 8. EFFECTIVE] [Equity Interest Pledge Agreement Between Beijing Chezhiying Technology Co., Ltd. and Beijing Shengtuo Hongyuan Information Technology Co., Ltd. July 8, 2015 TABLE OF CONTENTS ARTICLES PAGES 1. DEFINITIONS 4 2. PLEDGE 5 3. EFFECTIVENESS OF PLEDGE, SCOPE AND TERM 6 4. 7 5. COVENANTS OF THE PLEDGOR 7 6. EVENTS OF DEFAULT 8 7. EXERCISE OF THE RIGHTS OF THE] [Equity Interest Pledge Agreement Between Beijing Chezhiying Technology Co., Ltd. and Beijing Shengtuo Hongyuan Information Technology Co. July 8, 2015 TABLE OF CONTENTS ARTICLES PAGES 1. DEFINITIONS 4 2. PLEDGE 4 3. EFFECTIVENESS OF PLEDGE, SCOPE AND TERM 6 4. 6 5. COVENANTS OF THE PLEDGOR 7 6. EVENTS OF DEFAULT 8 7. EXERCISE OF THE RIGHTS OF THE PLEDGE] [Equity Interest Pledge Agreement Between Beijing Chezhiying Technologies Co., Ltd. and Qin Zhi July 8, 2015 TABLE OF CONTENTS ARTICLES PAGES 1. DEFINITIONS 4 2. PLEDGE 5 3. EFFECTIVENESS OF PLEDGE, SCOPE AND TERM 6 4. 7 5. COVENANTS OF THE PLEDGOR 7 6. EVENTS OF DEFAULT 8 7. EXERCISE OF THE RIGHTS OF THE PLEDGE 10 8. TRANSFER OR] [Equity Interest Pledge Agreement Between Beijing Chezhiying Technologies Co., Ltd. and Fan Zheng July 8, 2015 TABLE OF CONTENTS ARTICLES PAGES 1. DEFINITIONS 4 2. PLEDGE 5 3. EFFECTIVENESS OF PLEDGE, SCOPE AND TERM 6 4. 7 5. COVENANTS OF THE PLEDGOR 7 6. EVENTS OF DEFAULT 8 7. EXERCISE OF THE RIGHTS OF THE PLEDGE 10 8. TRANSFER OR] [Dated this: July 8, 2015 POWER OF ATTORNEY PRC Authorizee POA We, Beijing Shengtuo Hongyuan Information Technology Co., Ltd. Company We hereby assigns the Authorizee the right to vote on its behalf at the shareholders’ meetings of Beijing Autohome Used Car Appraisal Co., Ltd. This POA shall become valid, binding and enforceable upon the execution hereof. Beijing Shengtuo Hongyuan Information] [Dated this: July 8, 2015 POWER OF ATTORNEY th PRC Authorizee POA We, Beijing Shengtuo Hongyuan Information Technology Co., Ltd. Company We hereby assign the Authorizee the right to vote on our behalf at the shareholder’s meetings of Beijing Autohome Used Car Brokerage Co., Ltd This POA shall become valid, binding and enforceable upon the execution hereof. Beijing Shengtuo Hongyuan] [Dated this: July 8, 2015 POWER OF ATTORNEY PRC Authorizee POA I, Qin Zhi, a citizen of the People’s Republic of China ( Company I hereby assign the Authorizee the right to vote on my behalf at the shareholders’ meetings of Beijing Shengtuo Hongyuan Information Technology Co., Ltd. This POA shall become valid, binding and enforceable upon the execution hereof.] [Dated this: July 8, 2015 POWER OF ATTORNEY PRC Authorizee POA I, Fan Zheng , a citizen of the People’s Republic of China ( Company I hereby assign the Authorizee the right to vote on my behalf at the shareholders’ meetings of Beijing Shengtuo Hongyuan Information Technology Co., Ltd. This POA shall become valid, binding and enforceable upon the execution] [Loan Agreement Between Beijing Chezhiying Technologies Co., Ltd. and Qin Zhi July 8, 2015 TABLE OF CONTENTS Articles Pages 1. DEFINITIONS AND INTERPRETATIONS 3 2. LOAN 4 3. CONDITIONS PRECEDENT 6 4. 6 5. UNDERTAKINGS 7 6. DEFAULT 10 7. CONFIDENTIALITY 11 8. DISPUTE RESOLUTION 11] [Loan Agreement Between Beijing Chezhiying Technologies Co., Ltd. and Fan Zheng July 8, 2015 TABLE OF CONTENTS Articles Pages 1. DEFINITIONS AND INTERPRETATIONS 3 2. LOAN 4 3. CONDITIONS PRECEDENT 6 4. 6 5. UNDERTAKINGS 7 6. DEFAULT 10 7. CONFIDENTIALITY 11 8. DISPUTE RESOLUTION 11] [Equity Option Agreement among Beijing Chezhiying Technology Co., Ltd. and Beijing Shengtuo Hongyuan Information Technology Co., Ltd. and Autohome Used Car Appraisal Co., Ltd. July 8, 2015 TABLE OF CONTENTS Articles Pages 1. DEFINITIONS AND INTERPRETATIONS 4 2. PURCHASE AND SALE OF EQUITY INTEREST 4 3. UNDERTAKINGS 5 4. 8 5. 9 6. TERM 9 7. APPLICABLE LAW AND DISPUTE] [Equity Option Agreement among Beijing Chezhiying Technology Co., Ltd. and Beijing Shengtuo Hongyuan Information Technology Co., Ltd. and Beijing Autohome Used Car Brokerage Co., Ltd July 8, 2015 TABLE OF CONTENTS Articles Pages 1. DEFINITIONS AND INTERPRETATIONS 3 2. PURCHASE AND SALE OF EQUITY INTEREST 4 3. UNDERTAKINGS 5 4. 8 5. 9 6. TERM 9 7. APPLICABLE LAW AND] [Equity Option Agreement among Beijing Chezhiying Technologies Co., Ltd. and Qin Zhi and Beijing Shengtuo Hongyuan Information Technology Co., Ltd. July 8, 2015 TABLE OF CONTENTS Articles Pages 1. DEFINITIONS AND INTERPRETATIONS 4 2. PURCHASE AND SALE OF EQUITY INTEREST 5 3. UNDERTAKINGS 5 4. 8 5. 9 6. TERM 9 7. APPLICABLE LAW AND DISPUTE RESOLUTION 10 8. CONFIDENTIALITY] [Equity Option Agreement among Beijing Chezhiying Technologies Co., Ltd. and Fan Zheng and Beijing Shengtuo Hongyuan Information Technology Co., Ltd. July 8, 2015 TABLE OF CONTENTS Articles Pages 1. DEFINITIONS AND INTERPRETATIONS 4 2. PURCHASE AND SALE OF EQUITY INTEREST 5 3. UNDERTAKINGS 5 4. 8 5. 9 6. TERM 9 7. APPLICABLE LAW AND DISPUTE RESOLUTION 10 8. CONFIDENTIALITY] [AUTOHOME INC. 2016 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Autohome Inc. 2016 Share Incentive Plan (the “ 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] [Principal Subsidiaries of Autohome Inc. Subsidiaries: Cheerbright International Holdings Limited, a British Virgin Islands company Autohome (Hong Kong) Limited, a Hong Kong company Beijing Cheerbright Technologies Co., Ltd., a PRC company Autohome Media Limited, a Hong Kong company Autohome Shanghai Advertising Co. Ltd., a PRC company Beijing Prbrownies Software Co., Ltd., a PRC company Beijing Autohome Advertising Co., Ltd., a] [I, James Zhi Qin, certify that: 1. I have reviewed this annual report on Form 20-F of Autohome Inc. (“the Company”); 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] [Certification by the Principal Financial Officer I, Nicholas Yik Kay Chong, certify that: 1. I have reviewed this annual report on Form 20-F of Autohome Inc. (the “Company”); 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] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. James Zhi Qin Director and Chief Executive Officer 1 EX-13.1 26 d224763dex131.htm EX-13.1] [Certification by the Principal Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Nicholas Yik Kay Chong Chief Financial Officer 1 EX-13.2 27 d224763dex132.htm EX-13.2] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-196006) pertaining to the 2011 Share Incentive Plan and 2013 Share Incentive Plan of Autohome Inc. of our reports dated March 17, 2016, with respect to the consolidated financial statements of Autohome Inc., and the effectiveness of internal control] [March 17, 2016 Autohome Inc. 10th Floor Tower B, CEC Plaza 3 Dan Ling Street Haidian District, Beijing The People’s Republic of China Ladies and Gentlemen, Yours faithfully TransAsia Lawyers EX-15.2 29 d224763dex152.htm EX-15.2]