SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Bitauto Holdings Limited

(Name of Issuer)

Ordinary Shares, par value US$0.00004 per share

(Title of class of securities)

091727 1 07 (for American depositary shares, each representing one ordinary share)

(CUSIP number)

Xuan Zhang

c/o New Century Hotel Office Tower, 6/F

No. 6 South Capital Stadium Road

Beijing, 100044

The People’s Republic of China

Tel: (86-10) 6849-2345

Email: ir@bitauto.com

Fax: (86 10) 6849-2200

Copy to:

Z. Julie Gao

Skadden, Arps, Slate, Meagher & Flom LLP

c/o 42/F, Edinburgh Tower, The Landmark

15 Queen’s Road Central

Hong Kong

Tel: (852) 3740-4700

Fax: (852) 3740-4727

(Name, address and telephone number of person authorized to receive notices and communications)

August 2, 2016

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.  091727 1 07 13D/A Page 1

1.	NAME OF REPORTING PERSON: SERENE VIEW INVESTMENT LIMITED
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)  ¨        (b)  x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS: Not Applicable
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):  ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION: British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER: 500,000*
		8.	SHARED VOTING POWER: 0
		9.	SOLE DISPOSITIVE POWER: 500,000*
		10.	SHARED DISPOSITIVE POWER: 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 500,000*
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:  x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.7%*
14.	TYPE OF REPORTING PERSON: CO

* Consists of 500,000 Ordinary Shares held by Serene View Investment Limited, representing 0.7% of the total outstanding Ordinary Shares of the Issuer, calculated based on 68,022,603.5 Ordinary Shares outstanding (excluding treasury shares) as of July 29, 2016.

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CUSIP No.  091727 1 07 13D/A Page 2

1.	NAME OF REPORTING PERSON: AVNER DEVELOPMENTS LIMITED
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)  ¨        (b)  x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS: Not Applicable
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):  ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION: British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER: 250,000*
		8.	SHARED VOTING POWER: 0
		9.	SOLE DISPOSITIVE POWER: 250,000*
		10.	SHARED DISPOSITIVE POWER: 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 250,000*
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:  x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.4%*
14.	TYPE OF REPORTING PERSON: CO

* Consists of 250,000 Ordinary Shares held by Avner Developments Limited, representing 0.4% of the total outstanding Ordinary Shares of the Issuer, calculated based on 68,022,603.5 Ordinary Shares outstanding (excluding treasury shares) as of July 29, 2016.

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CUSIP No.  091727 1 07 13D/A Page 3

1.	NAME OF REPORTING PERSON: FULL RICHES HOLDINGS LIMITED
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)  ¨        (b)  x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS: Not Applicable
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):  ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION: British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER: 180,000*
		8.	SHARED VOTING POWER: 0
		9.	SOLE DISPOSITIVE POWER: 180,000*
		10.	SHARED DISPOSITIVE POWER: 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 180,000*
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:  x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.3%*
14.	TYPE OF REPORTING PERSON: CO

* Consists of 180,000 Ordinary Shares held by Full Riches Holdings Limited, representing 0.3% of the total outstanding Ordinary Shares of the Issuer, calculated based on 68,022,603.5 Ordinary Shares outstanding (excluding treasury shares) as of July 29, 2016.

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CUSIP No.  091727 1 07 13D/A Page 4

1.	NAME OF REPORTING PERSON: SPEEDVIEW INVESTMENT LIMITED
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)  ¨        (b)  x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS: Not Applicable
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):  ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION: British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER: 70,000*
		8.	SHARED VOTING POWER: 0
		9.	SOLE DISPOSITIVE POWER: 70,000*
		10.	SHARED DISPOSITIVE POWER: 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 70,000*
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:  x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.1%*
14.	TYPE OF REPORTING PERSON: CO

* Consists of 70,000 Ordinary Shares held by Speedview Investment Limited, representing 0.1% of the total outstanding Ordinary Shares of the Issuer, calculated based on 68,022,603.5 Ordinary Shares outstanding (excluding treasury shares) as of July 29, 2016.

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CUSIP No.  091727 1 07 13D/A Page 5

1.	NAME OF REPORTING PERSON: BIN LI
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)  ¨        (b)  x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS: Not Applicable
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):  ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION: The People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER: 8,990,165.5*
		8.	SHARED VOTING POWER: 0
		9.	SOLE DISPOSITIVE POWER: 8,990,165.5*
		10.	SHARED DISPOSITIVE POWER: 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 8,990,165.5*
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:  x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 13.2%*
14.	TYPE OF REPORTING PERSON: IN

* Consists of (i) 500,000 Ordinary Shares held by Serene View Investment Limited, (ii) 5,719,997.5 Ordinary Shares and 2,500,000 ADSs (representing the same number of Ordinary Shares) held by Proudview Limited and (iii) 270,168 Ordinary Shares Mr. Li has the right to acquire pursuant to the vesting of restricted share units and exercise of share options within 60 days following the date hereof, collectively representing 13.2% of the total outstanding Ordinary Shares of the Issuer, calculated based on 68,022,603.5 Ordinary Shares outstanding (excluding treasury shares) as of July 29, 2016.

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CUSIP No.  091727 1 07 13D/A Page 6

1.	NAME OF REPORTING PERSON: JINGNING SHAO
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)  ¨        (b)  x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS: Not Applicable
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):  ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION: The People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER: 1,090,000*
		8.	SHARED VOTING POWER: 0
		9.	SOLE DISPOSITIVE POWER: 1,090,000*
		10.	SHARED DISPOSITIVE POWER: 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,090,000*
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:  x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.6%*
14.	TYPE OF REPORTING PERSON: IN

* Consists of (i) 250,000 Ordinary Shares held by Avner Developments Limited and (ii) 840,000 Ordinary Shares Mr. Shao has the right to acquire upon exercise of options within 60 days following the date hereof, collectively representing 1.6% of the total outstanding Ordinary Shares of the Issuer, calculated based on 68,022,603.5 Ordinary Shares outstanding (excluding treasury shares) as of July 29, 2016.

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CUSIP No.  091727 1 07 13D/A Page 7

1.	NAME OF REPORTING PERSON: XUAN ZHANG
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)  ¨        (b)  x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS: Not Applicable
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):  ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER: 474,066*
		8.	SHARED VOTING POWER: 0
		9.	SOLE DISPOSITIVE POWER: 474,066*
		10.	SHARED DISPOSITIVE POWER: 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 474,066*
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:  x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.7%*
14.	TYPE OF REPORTING PERSON: IN

* Consists of (i) 180,000 Ordinary Shares held by Full Riches Holdings Limited, (ii) 87,500 Ordinary Shares held by Mr. Zhang and (iii) 206,566 Ordinary Shares Mr. Zhang has the right to acquire upon exercise of options within 60 days following the date hereof, collectively representing 0.7% of the total outstanding Ordinary Shares of the Issuer, calculated based on 68,022,603.5 Ordinary Shares outstanding (excluding treasury shares) as of July 29, 2016.

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CUSIP No.  091727 1 07 13D/A Page 8

1.	NAME OF REPORTING PERSON: WEIHAI QU
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)  ¨        (b)  x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS: Not Applicable
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):  ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION: The People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER: 73,621*
		8.	SHARED VOTING POWER: 0
		9.	SOLE DISPOSITIVE POWER: 73,621*
		10.	SHARED DISPOSITIVE POWER: 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 73,621*
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:  x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.1%*
14.	TYPE OF REPORTING PERSON: IN

* Consists of (i) 70,000 Ordinary Shares held by Speedview Investment Limited and (iii) 3,621 Ordinary Shares Mr. Qu has the right to acquire upon exercise of options within 60 days following the date hereof, collectively representing 0.1% of the total outstanding Ordinary Shares of the Issuer, calculated based on 68,022,603.5 Ordinary Shares outstanding (excluding treasury shares) as of July 29, 2016.

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CUSIP No.  091727 1 07 13D/A Page 9

1.	NAME OF REPORTING PERSON: PROUDVIEW LIMITED
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)  ¨        (b)  x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS: Not Applicable
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):  ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION: British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER: 8,219,997.5*
		8.	SHARED VOTING POWER: 0
		9.	SOLE DISPOSITIVE POWER: 8,219,997.5*
		10.	SHARED DISPOSITIVE POWER: 0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 8,219,997.5*
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:  x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 12.1%*
14.	TYPE OF REPORTING PERSON: CO

* Consists of 5,719,997.5 Ordinary Shares and 2,500,000 ADSs (representing the same number of Ordinary Shares) held by Proudview Limited, collectively representing 12.1% of the total outstanding Ordinary Shares of the Issuer, calculated based on 68,022,603.5 Ordinary Shares outstanding (excluding treasury shares) as of July 29, 2016.

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This Amendment No 2. amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 26, 2012 (the “Original Schedule 13D”), as amended by Amendment No. 1 filed with the SEC on August 31, 2015 (“Amendment No. 1,” and together with the Original 13D and this Amendment No. 2, the “Schedule 13D”), with respect to the ordinary shares, par value US$0.00004 per share, of Bitauto Holdings Limited, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Issuer”).

Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the Schedule 13D.

Item 5. Interest in Securities of the Issuer

Paragraph (d) of Item 5 is hereby amended and supplemented as follows:

The response to Item 6 is incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended and supplemented as follows:

Mr. Bin Li, through Ease Win Enterprises Limited (“Ease Win”), a holding company wholly owned by Mr. Li, entered into a total return swap letter agreement with PA Grand Opportunity Limited (“PAG”) dated as of July 29, 2016 (the “Total Return Swap”) with respect to US$44 million principal amount of the Issuer’s 2.00% convertible bonds due 2021(the “Convertible Bonds”). The Total Return Swap amends and restates in its entirety a total return swap letter agreement between Ease Win and PAG dated as of June 6, 2016 with respect to the Convertible Bonds. The Convertible Bonds will be convertible at the election of the bond holders into Ordinary Shares or ADSs of the Issuer at any time after November 1, 2016. The Total Return Swap became effective on August 2, 2016.

Pursuant to the terms of the Total Return Swap, Ease Win will receive certain distributions from PAG to the extent distributions are made on the Convertible Bonds, and Ease Win will make payments to PAG in an amount equal to 2.0% per annum on the notional amount of the Total Return Swap. Ease Win has, subject to certain limitations, the right to settle the swap through cash settlement, physical settlement or a combination thereof. Under cash settlement, in the event the final price of the Convertible Bonds is determined pursuant to the terms of the Total Return Swap to be greater than 100% of par, PAG shall pay Mr. Li an amount based on such difference, and in the event the final price of the Convertible Bonds is determined pursuant to the terms of the Total Return Swap to be lower than 100%, Ease Win shall pay PAG an amount based on such difference. Under physical settlement, PAG shall deliver the Convertible Bonds to Ease Win, in exchange for a payment from Ease Win equal to the notional amount of the Total Return Swap. In connection with the Total Return Swap and a total return swap entered into by and between PAG and a third party unrelated to Mr. Li with substantially the same terms and conditions as the Total Return Swap with respect to US$16 million principal amount of the Convertible Bonds, Proudview Limited executed a charge over shares in favor of PAG dated August 1, 2016 (the “Share Charge”) and pledged 2,932,442 Ordinary Shares of the Issuer to PAG as security. In the event that the price of the Issuer’s ADSs falls below certain thresholds during the term of the Total Return Swap, Ease Win may be required to deliver additional cash to PAG to satisfy margin calls.

The foregoing description of the Total Return Swap and the Share Charge does not purport to be a complete description of the terms thereof and is qualified in its entirety by reference to the full text of the Total Return Swap and the Share Charge. A copy of each of the Total Return Swap and the Share Charge is filed as Exhibit I and Exhibit J hereto, respectively, and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

Item 7 of the Schedule 13D is amended by replacing the entirety of the exhibits index with the following:

Exhibit A	Joint Filing Statement (filed with the Schedule 13D on November 26, 2012)
Exhibit B	Form of Share Purchase Agreement (incorporated herein by reference to Exhibit F to Schedule 13D filed by Autotrader Group, Inc. with the Securities and Exchange Commission on November 26, 2012 (File No. 005-85981))

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Exhibit C	Shareholders Agreement (incorporated herein by reference to Exhibit G to Schedule 13D filed by Autotrader Group, Inc. with the Securities and Exchange Commission on November 26, 2012 (File No. 005-85981))
Exhibit D	Form of Note Purchase Agreement (incorporated herein by reference to Exhibit H to Schedule 13D filed by Autotrader Group, Inc. with the Securities and Exchange Commission on November 26, 2012 (File No. 005-85981))
Exhibit E	Form of Senior Secured Guaranteed Note (incorporated herein by reference to Exhibit I to Schedule 13D filed by Autotrader Group, Inc. with the Securities and Exchange Commission on November 26, 2012 (File No. 005-85981))
Exhibit F	Form of BVI Share Charge Agreement (incorporated herein by reference to Exhibit J to Schedule 13D filed by Autotrader Group, Inc. with the Securities and Exchange Commission on November 26, 2012 (File No. 005-85981)).
Exhibit G	Form of Cayman Share Charge Agreement (incorporated herein by reference to Exhibit K to Schedule 13D filed by Autotrader Group, Inc. with the Securities and Exchange Commission on November 26, 2012 (File No. 005-85981)).
Exhibit H	Security and Pledge Agreement, dated June 23, 2015, by and between Proudview Limited and Credit Suisse, AG, New York Branch (filed with Amendment No. 1 to the Schedule 13D on August 31, 2015)
Exhibit I	Convertible Bond Total Return Swap Confirmation, dated July 29, 2016, between PA Grand Opportunity Limited and Ease Win Enterprises Limited (filed with Amendment No. 2 to the Schedule 13D on August 8, 2016)
Exhibit J	Charge over Shares in Bitauto Holdings Limited, dated August 1, 2016, by Proudview Limited in favor of PA Grand Opportunity Limited (filed with Amendment No. 2 to the Schedule 13D on August 8, 2016)

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SIGNATURES

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 8, 2016

SERENE VIEW INVESTMENT LIMITED		AVNER DEVELOPMENTS LIMITED
By:	/s/ Bin Li	By:	/s/ Jingning Shao
Name:	Bin Li	Name:	Jingning Shao
Title:	Director	Title:	Director
FULL RICHES HOLDINGS LIMITED		SPEEDVIEW INVESTMENT LIMITED
By:	/s/ Xuan Zhang	By:	/s/ Weihai Qu
Name:	Xuan Zhang	Name:	Weihai Qu
Title:	Director	Title:	Director
PROUDVIEW LIMITED
By:	/s/ Bin Li
Name:	Bin Li
Title:	Director
/s/Bin Li		/s/ Jingning Shao
Name:	Bin Li	Name:	Jingning Shao
/s/ Xuan Zhang		/s/ Weihai Qu
Name:	Xuan Zhang	Name:	Weihai Qu

EX-99.(I)

Exhibit I

EXECUTION VERSION

PA GRAND OPPORTUNITY LIMITED

Commence Chambers,

P.O. Box 2208,

Road Town,

Tortola,

British Virgin Islands

EASE WIN ENTERPRISES LIMITED

P.O.Box 957, Offshore Incorporations Centre,

Road Town, Tortola, British Virgin Islands

July 29, 2016

Re: Corporate Convertible Bond Total Return Swap

Dear Sir or Madam,

This confirmation amends and restates in its entirety the confirmation between PA GRAND OPPORTUNITY LIMITED (“Party A”) and EASE WIN ENTERPRISES LIMITED (“Party B”) dated 6 June 2016 and the 2002 ISDA Master Agreement arising thereunder.

The purpose of this letter (this “Confirmation”) is to confirm the terms and conditions of the swap transaction (the “Transaction”) entered into between Party A and Party B on the Trade Date specified below.

The definitions and provisions contained in the 2006 ISDA Definitions (the “Definitions”), as published by the International Swaps and Derivatives Association, Inc., are incorporated by reference into this Confirmation In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern.

This Confirmation evidences a complete and binding agreement between Party A and Party B (together, the “Parties”) as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to, an agreement in the form of the 2002 ISDA Master Agreement as if the Parties had executed an agreement in such form (but without any Schedule except for (a) the election of the laws of Hong Kong Special Administrative Region as the governing law, (b) the deletion of Section 13(b)(i) of the Master Agreement and replacement with the words: “submits to the non-exclusive jurisdiction of the courts of Hong Kong Special Administrative Region”, (c) the election of USD as the Termination Currency, (d) the designation of Credit Support Documents in paragraph 3(d) below and (e) the amendments set out in paragraph 5(h) below) on the Trade Date (the “Deemed ISDA Master Agreement”). In the event of any inconsistency between the provisions of that agreement and this Confirmation, this Confirmation will prevail for purposes of this Transaction.

In this Confirmation, “Tsang Confirmation” means the confirmation between Rodney Tsang and PA Grand Opportunity Limited dated July 29, 2016 which evidences the terms of a total return swap transaction between those parties (the “Tsang TRS”) that supplements, forms part of, and is subject to the 2002 ISDA Master Agreement (the “Tsang ISDA” entered into between those parties as set out in the Tsang Confirmation (the Tsang TRS and Tsang ISDA together being the “Tsang Master Agreement”).

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1. The terms of the particular Transaction to which this Confirmation relates are as follows:

Trade Date:	The date of the sale and purchase agreement between the Issuer and the initial purchaser of the Bonds relating to the issue of the Bonds (the “Sale and Purchase Agreement”).
Effective Date:	The Closing Date (as defined in the Sale and Purchase Agreement), provided that the successful closing of the Sale and Purchase Agreement in accordance with its terms is a condition precedent to the effectiveness of the Transaction.
Termination Date:	The earliest of (a) the earlier of (i) the Scheduled Total Return Amount Payment Date and (ii) the Total Return Amount Postponed Payment Date, (b) the Scheduled Maturity Date of the Bonds, (c) the Full Redemption Date, if any, (d) the Put Exercise Date, if any, (e) the Optional Termination Payment Date, if any, on which the Transaction is terminated in whole or (f) the Bond Event Termination Date.
Business Days:	Hong Kong, New York, the People’s Republic of China
Settlement Currency:	USD
Relevant Jurisdiction:	British Virgin Islands and/or such other jurisdiction(s) as agreed between the Parties from time to time
Bonds:	2.0% Convertible Bonds Due 2021 as described in the Sale and Purchase Agreement.
Issuer:	BITAUTO Holdings Limited
Scheduled Maturity Date of the Bonds:	The fifth anniversary of the Closing Date.
Notional Amount:	An amount equal to the Transaction Face Amount multiplied by the Initial Price.
Transaction Face Amount:	USD44,000,000, subject to reduction(s) in the event of any Optional Termination and/or any Partial Redemptions (as determined by the Calculation Agent).

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Full Redemption Date:	The date, if any, on which the Issuer pays all holders of the Bonds in the Relevant Jurisdiction (or if there are no holders of Bonds in the Relevant Jurisdiction, the date, if any, on which the Issuer would pay holders of the Bonds in the Relevant Jurisdiction assuming there were holders of Bonds in the Relevant Jurisdiction in an aggregate principal amount equal to the Transaction Face Amount) in respect of the entire then-outstanding principal amount of Bonds held by such holders in cash (a “Full Redemption”) in respect of a record date (as specified by the Issuer or in the indenture or other legal instrument governing the Bonds or as otherwise determined by the Calculation Agent) (the “Record Date”) that occurs during the period extending from and including the Effective Date to but excluding the Termination Date.
Full Redemption Amount:	The amount of principal actually paid by the Issuer in cash on the Full Redemption Date to holders of the Bonds in the Relevant Jurisdiction (or if there are no holders of Bonds in the Relevant Jurisdiction, that would be paid by the Issuer in cash on the Full Redemption Date to holders of the Bonds in the Relevant Jurisdiction assuming there were holders of Bonds in the Relevant Jurisdiction in an aggregate principal amount equal to the Transaction Face Amount) in respect of Bonds with an outstanding principal amount equal to the Transaction Face Amount as of the Record Date relating to the Full Redemption Date.
Initial Price:	100%

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Final Price:	The price per Bond, expressed as a percentage of par, determined by the Calculation Agent as the volume weighted average price, net of all reasonable costs and expenses, at which Party A disposes, acting in good faith and a commercially reasonable manner, of the Bonds held by it as a Hedge Position for the Transaction (the “Relevant Bonds”), during the period of 60 Business Days prior to the Scheduled Total Return Amount Payment Date (the “Disposal Period”), provided that (i) if Party A is unable, after using its good faith and commercially reasonable efforts, to dispose of some or all of the Relevant Bonds, it will confer with Party B and may exercise its right to convert them into shares of the Issuer (the “Relevant Shares”) and, if it is able, using its good faith and commercially reasonable efforts, to dispose of some or all of the Relevant Shares, it will use the volume weighted average price, net of all reasonable costs and expenses, at which it disposes of the Relevant Shares to determine the Final Price (or the relevant portion thereof), (ii) if the Termination Date is an Optional Termination Payment Date on which the Transaction is terminated in whole or the Bond Event Termination Date, the Disposal Period shall be reduced to the period between the date of the Optional Termination Notice or the date of the Bond Event (as applicable) and the Termination Date, and (iii) pursuant to the section below entitled “Settlement Postponement”, the Disposal Period may be longer.
	This provision imposes no obligation on Party A to maintain any Hedge Position throughout the duration of the Transaction.
	If Party A does not own Bonds with an aggregate principal amount equal to the Transaction Face Amount, or Relevant Shares that correspond to such an amount of converted Bonds, at the time the Final Price is to be determined, the Final Price will be the higher one of (a) the price determined pursuant to the first paragraph in this “Final Price” section in respect of the Relevant Bonds and/or Relevant Shares that it does hold and (b) the price per Bond expressed as a percentage of par as determined by two independent third-party dealers selected by each of Party A and Party B (the “Independent Dealers”) or, if the Independent Dealers cannot agree the price, as determined by a further independent third-party dealer agreed upon by the Independent Dealers.

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If at any other point during the term of the Transaction Party A does not own Bonds in an aggregate principal amount at least equal to the Transaction Face Amount (whether as a result of a disposition, except as specifically contemplated hereby for purposes of determining the Final Price, conversion or otherwise, in each case except as agreed with Party B in writing), a principal amount of Bonds in an amount equal to the Transaction Face Amount shall be deemed to be outstanding, and the Issuer shall be deemed to have paid, when due, all amounts owing in respect of such Bonds (whether such amounts are payments of interest, amounts due upon maturity or otherwise).

Distribution Amounts:

Distribution Amounts Payer:	The Total Return Amount Payer
Distribution Amounts Period:	The period that commences on, and includes the Effective Date and ends on, but excludes, the Termination Date.
Distribution Amount:	Any and all payments or distributions, including, without limitation, interest and coupon payments and consent fees, but excluding Partial Redemption Amounts or Full Redemption Amounts, that are actually made by the Issuer to holders of the Bonds in the Relevant Jurisdiction (or if there are no holders of Bonds in the Relevant Jurisdiction, that would be made by the Issuer to holders of the Bonds in the Relevant Jurisdiction assuming there were holders of Bonds in the Relevant Jurisdiction in an aggregate principal amount equal to the Transaction Face Amount) in respect of an outstanding principal amount of the Bonds equal to the Transaction Face Amount as of the relevant Record Date and for which the Record Date occurs during the Distribution Amounts Period.
Cash Distribution Amount:	The portion of a Distribution Amount, if any, that consists of cash.

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Non-Cash Distribution Amount:	That portion of a Distribution Amount, if any, that consists of property other than cash, including, without limitation, securities or other non-cash assets.
Consequences of Cash Distribution         Amounts:	The Distribution Amounts Payer shall pay the Fixed Amount Payer the Cash Distribution Amount on the Business Day immediately following the relevant Issuer Distribution Date, notwithstanding the occurrence of the Termination Date (unless the Issuer Distribution Date occurs more than six months following the Termination Date, in which case the Cash Distribution Amount will not be paid).
Consequences of Non-Cash Distribution         Amounts:	The Calculation Agent shall adjust the terms of the Transaction, effective as of the relevant Issuer Distribution Date, to account for any Non-Cash Distribution Amount. For the avoidance of doubt, any such adjustment shall have the effect of preserving the value to the parties of the Transaction prior to giving effect to such Non-Cash Distribution Amount.
Issuer Distribution Date:	The date on which the Issuer makes any payments or distributions of Distribution Amounts to holders of the Bonds in the Relevant Jurisdiction (or if there are no holders of Bonds in the Relevant Jurisdiction, the date on which the Issuer would make such payments or distributions to holders of the Bonds in the Relevant Jurisdiction).
Total Return Amount:
Settlement Election:	Party B may at any time elect, by giving notice to Party A that (i) “Physical Settlement” will apply (ii) “Cash Settlement” will apply or (iii) “Cash and Physical Settlement” will apply, in which case such notice will specify the respective portions, expressed as percentages whose sum is 100%, of the Transaction which will be cash settled and physically settled (respectively, the “Cash Percentage” and the “Physical Percentage”). If Party B gives no such notice during the term of the Transaction, “Cash Settlement” shall be deemed to apply.

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Total Return Amount Payer:	Party A
Payment of the Total         Return Amount/ Delivery of Bonds:	(A) Subject to the section below entitled “Settlement Postponement”, if Cash Settlement applies, and:
	(i) the Total Return Amount is positive, the Total Return Amount Payer shall pay such Total Return Amount to the Fixed Amount Payer on the Total Return Amount Payment Date; or
	(ii) the Total Return Amount is negative, the Fixed Amount Payer shall pay the absolute value of such Total Return Amount to the Total Return Amount Payer on the Total Return Amount Payment Date.
	(B) If Physical Settlement applies:
	(i) the Total Return Amount Payer shall deliver Bonds with an aggregate face value equal to the Transaction Face Amount to the relevant account of the Fixed Amount Payer (as detailed in part 4 of this Confirmation) on the Total Return Amount Payment Date; and
	(ii) the Fixed Amount Payer shall pay to the Total Return Amount Payer the Notional Amount on the Total Return Amount Payment Date.
	(C) Subject to the section below entitled “Settlement Postponement”, if Cash and Physical Settlement applies, the payments and deliveries described in paragraphs (A) and (B) above shall be made by the relevant Parties on the Total Return Amount Payment Date, provided that (a) for the purposes of the calculations required by paragraph (A) the Transaction Face Amount shall be multiplied by the Cash Percentage and (b) for the purposes of the calculations required by paragraph (B) the Transaction Face Amount shall be multiplied by the Physical Percentage.

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Settlement Postponement:	If either Cash Settlement or Cash and Physical Settlement applies and Party A determines, in good faith and a commercially reasonable manner, that as of the Scheduled Total Return Amount Payment Date it will have been unable, after using its good faith and commercially reasonable efforts, acting in good faith and in a commercially reasonable manner, to dispose of all or part of the Relevant Bonds and/or Relevant Shares as described in the section above entitled “Final Price”, Party A may elect to extend the term of the Transaction by giving notice to Party B (a “Postponement Notice”).
	Following a Postponement Notice, Party A shall continue to use its good faith and commercially reasonable efforts to dispose of the Relevant Bonds and/or Relevant Shares in order that a Final Price may be determined in respect of the relevant portion of the Transaction. If Party A is subsequently able, using its good faith and commercially reasonable efforts, to dispose of the Relevant Bonds and/or Relevant Shares, it shall give further notice to Party B specifying the date on which it intends the Transaction to terminate (the “Total Return Amount Postponed Payment Date”), provided that such date may fall no later than one calendar month following the Scheduled Total Return Amount Payment Date.
	If Party A continues to be unable, using its good faith and commercially reasonable efforts, to dispose of the Relevant Bonds and/or the Relevant Shares, or is able to dispose of part only, it may elect that “Physical Settlement” or “Cash and Physical Settlement” with appropriately amended Cash Percentage and Physical Percentage (such that the Physical Percentage will be higher).
Total Return Amount Payment Date:	The Termination Date.

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Scheduled Total Return Amount:	The third anniversary of the Closing Date.
Payment Date
Total Return Amount:	The Total Return Amount shall, except as provided below, be an amount equal to the product of:
	(a)    the Notional Amount as of the Total Return Amount Payment Date; and
	(b)    the quotient of (1) the Final Price minus the Initial Price; divided by (2) the Initial Price.
	If the Total Return Amount Payment Date is the Full Redemption Date, the Put Exercise Date or the Scheduled Maturity Date of the Bonds, the Total Return Amount shall be a cash amount equal to:
	(i) any amounts of principal actually paid by the Issuer in cash to holders of the Bonds in the Relevant Jurisdiction (or if there are no holders of Bonds in the Relevant Jurisdiction, that would be paid by the Issuer in cash to holders of the Bonds in the Relevant Jurisdiction assuming there were holders of Bonds in the Relevant Jurisdiction in an aggregate principal amount equal to the Transaction Face Amount) on the Full Redemption Date, the Put Exercise Date or the Scheduled Maturity Date of the Bonds, as applicable, in respect of the Bonds with an outstanding principal amount equal to the Transaction Face Amount as of the Record Date relating to the Full Redemption Date, the Put Exercise Date or the Scheduled Maturity Date of the Bonds (prior to giving effect to such principal payment), as applicable, minus
	(ii) the Initial Price multiplied by the Transaction Face Amount as of the Record Date relating to the Full Redemption Date, the Put Exercise Date or the Scheduled Maturity Date of the Bonds (prior to giving effect to such principal payment), as applicable.

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Reference Amounts:

Reference Amounts Payer:	As specified in the Consequences of Cash Partial Redemptions provision below.
Reference Amounts Period:	The period which commences on, and includes, the Effective Date and ends on, but excludes, the Termination Date.
Reference Amount:	In respect of any Partial Redemption that consists of cash (in whole or in part), the Reference Amount shall be an amount equal to:
	(i)     the Cash Partial Redemption Amount, minus
	(ii)    the Initial Price multiplied by the amount of the Transaction Face Amount to which such Cash Partial Redemption Amount relates (i.e. the portion of such Transaction Face Amount being repaid in cash by the Issuer).
Reference Amounts Payment         Dates:	The Reference Amounts Payer shall pay any Reference Amount to the other party hereto on the Business Day following the related Partial Redemption Date, notwithstanding the occurrence of the Termination Date (unless the Partial Redemption Date occurs more than six months following the Termination Date, in which case the Reference Amount will not be paid).
Partial Redemption:	Any repayment of principal on the Bonds or redemption of the Bonds that corresponds to an outstanding principal amount of the Bonds equal to the Transaction Face Amount as of the Record Date for the Partial Redemption, where (i) the Record Date occurs during the Reference Amounts Period, (ii) such repayment or redemption is expected to be made by the Issuer to holders of the Bonds in the Relevant Jurisdiction (or, if there are no holders of the Bonds in the Relevant Jurisdiction, would be made), and (iii) such repayment or redemption (a) is all in cash, but is in respect of less than the entire principal amount of the Bonds then outstanding; (b) is comprised partially of cash and partially of securities or assets other than cash, and is in respect of all or any portion of, the principal amount of the Bonds then outstanding; or (c) is comprised solely of securities or assets other than cash, and is in respect of all or any portion of, the principal amount of the Bonds then outstanding,

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Cash Partial Redemption Amount:	The portion (if any) of a Partial Redemption that consists of cash.
Non-Cash Partial Redemption         Amount:	The portion (if any) of a Partial Redemption that consists of securities or assets other than cash.
Partial Redemption Date:	The date on which the Issuer makes any Partial Redemption.
Consequences of Cash Partial         Redemptions:	If the Reference Amount is positive, the Total Return Amount Payer shall pay the related Reference Amount to the Fixed Amount Payer on the relevant Reference Amounts Payment Date. If the Reference Amount is negative, the Fixed Amount Payer shall pay the absolute value of the Reference Amount to the Total Return Amount Payer on the relevant Reference Amounts Payment Date.
Consequences of Non-Cash Partial         Redemptions:	The Calculation Agent shall adjust the terms of the Transaction, as it deems appropriate, to account for any Non-Cash Partial Redemption(s), subject to the “Non-Cash Distributions and Redemptions Declared Following the Value Date” provision of this Confirmation.
Fixed Amounts:
Fixed Amount Payer:	Party B

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Calculation Amount:	In respect of any Calculation Period, the Notional Amount as of the first day of such Calculation Period, subject to adjustment to account for any Optional Termination or Partial Redemption that occurs during the Calculation Period.
Fixed Amount Payer Payment         Dates:	(i) the Business Day immediately following each Scheduled Issuer Distribution Date (ii) the Termination Date and (iii) each Reference Amounts Payment Date, if any, that falls earlier than the Scheduled Total Return Amount Payment Date.
Fixed Rate:	2.0% per annum.
Fixed Rate Day Count Fraction:	30/360
Scheduled Issuer Distribution Date:	Each Issuer Distribution Date that is scheduled to occur pursuant to the terms and conditions of the Bonds.

2. Calculation Agent: Party A. The Calculation Agent shall make all determinations, calculations and adjustments required pursuant to this Confirmation in good faith and on a commercially reasonable basis, including, without limitation, with respect to calculations, adjustments and determinations that are made in its sole discretion or otherwise. In the event the Calculation Agent makes any calculation, adjustment or determination pursuant to this Confirmation or the Agreement, the Calculation Agent shall as soon as reasonably practicable provide an explanation in reasonable detail of the basis for any such determination, adjustment or calculation if requested by Party B (including any quotations, market data or information from external sources used in making such calculation, adjustment or determination, as the case may be).

3. Collateral

(a) Collateral Shares

Party B shall, on or prior to the Closing Date (as defined in the Sale and Purchase Agreement), grant, or procure that Proudview Limited (or one of Party B or Proudview Limited’s Affiliates) grant, a security interest satisfactory to Party A (the “Security Interest”), securing (i) Party B’s obligations under the Transaction and the Deemed ISDA Master Agreement and (ii) Rodney Tsang’s obligations under the Tsang TRS and the Deemed ISDA Master Agreement (as defined in the Tsang Confirmation), over ordinary shares or American depositary shares (“ADSs”) of the Issuer with a value of not less than USD 60,000,000 as of the Trade Date, such value as determined by the Calculation Agent by multiplying the number of shares or ADSs so secured by the official closing price of the Issuer’s ADSs immediately preceding the Trade Date. The provision of such security shall be a condition precedent to the effectiveness of the Transaction.

(b) Personal Guarantee

Party B shall, on or prior to the Closing Date (as defined in the Sale and Purchase Agreement), procure that Mr. Bin Li gives a personal guarantee in respect of (i) Party B’s obligations under the Transaction and the Deemed ISDA Master Agreement, and (ii)_ Rodney Tsang’s obligations under the Tsang TRS and the Deemed ISDA Master Agreement (as defined in the Tsang Confirmation) (the “Personal Guarantee”). The provision of the Personal Guarantee shall be a condition precedent to the effectiveness of the Transaction.

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(c) Margin Call

If on any Business Day during the term of the Transaction the Calculation Agent determines that the VWAP per ADS of the Issuer’s ADSs on the immediately preceding VWAP Trading Day is less than 60% of the conversion price of the Bonds (the “Conversion Price”), it shall notify the Parties of this fact as promptly as practicable, and Party B shall, upon demand by Party A on such Business Day (a “First Margin Call”), pay USD 12,000,000 (a “First Margin Call Amount”) to Party A within three Business Days following the Business Day on which such demand was made. If, following a First Margin Call, on any Business Day during the term of the Transaction the Calculation Agent determines that the VWAP per ADS of the Issuer’s ADSs on the immediately preceding VWAP Trading Day is greater than the Conversion Price, it shall notify the Parties of this fact as promptly as practicable, and Party A shall, upon demand by Party B on such Business Day, pay to Party B, within three Business Days following the Business Day on which such demand was made, an amount in USD that is equal to the Collateral Balance immediately prior to the payment of such amount.

If on any Business Day during the term of the Transaction the Calculation Agent determines that the VWAP per ADS of the Issuer’s ADSs on the immediately preceding VWAP Trading Day is less than 50% of the Conversion Price, it shall notify the Parties of this fact as promptly as practicable, and Party B shall, upon demand by Party A on such Business Day (a “Second Margin Call”), pay USD 12,000,000 (a “Second Margin Call Amount”) to Party A within three Business Days following the Business Day on which such demand was made. If, following a Second Margin Call, on any Business Day during the term of the Transaction the Calculation Agent determines that the VWAP per ADS of the Issuer’s ADSs on the immediately preceding VWAP Trading Day is greater than the Trigger Level relating to the First Margin Call, it shall notify the Parties of this fact as promptly as practicable, and Party A shall, upon demand by Party B on such Business Day, pay to Party B, within three Business Days following the Business Day on which such demand was made, an amount equal to any Second Margin Call Amount actually received by Party A in respect of the previous Second Margin Call.

If on any Business Day during the term of the Transaction the Calculation Agent determines that the VWAP per ADS of the Issuer’s ADSs on the immediately preceding VWAP Trading Day is less than 40% of the Conversion Price, it shall notify the Parties of this fact as promptly as practicable, and Party B shall, upon demand by Party A on such Business Day (a “Third Margin Call”), pay USD 12,000,000 (a “Third Margin Call Amount”) to Party A within three Business Days following the Business Day on which such demand was made. If, following a Third Margin Call, on any Business Day during the term of the Transaction the Calculation Agent determines that the VWAP per ADS of the Issuer’s ADSs on the immediately preceding VWAP Trading Day is greater than the Trigger Level relating to the Second Margin Call, it shall notify the Parties of this fact as promptly as practicable, and Party A shall, upon demand by Party B on such Business Day, pay to Party B within three Business Days following the Business Day on which such demand was made an amount equal to any Third Margin Call Amount actually received by Party A in respect of the previous Third Margin Call.

If on any Business Day during the term of the Transaction the Calculation Agent determines that the VWAP per ADS of the Issuer’s ADSs on the immediately preceding VWAP Trading Day is less than 30% of the Conversion Price, it shall notify the Parties of this fact as promptly as practicable, and Party B shall, upon demand by Party A on such Business Day (a “Fourth Margin Call”), pay USD 12,000,000 (a “Fourth Margin Call Amount”) to Party A within three Business Days following the Business Day on which such demand was made. If, following a Fourth Margin Call, on any Business Day during the term of the Transaction the Calculation Agent determines that VWAP per ADS of the Issuer’s ADSs on the immediately preceding VWAP Trading Day is greater than the Trigger Level relating to the Third Margin Call, it shall notify the Parties of this fact as promptly as practicable, and Party A shall, upon demand by Party B on such Business Day, pay to Party B within three Business Days following the Business Day on which such demand was made an amount equal to any Fourth Margin Call Amount actually received by Party A in respect of the previous Fourth Margin Call.

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If on any Business Day during the term of the Transaction the Calculation Agent determines that the VWAP per ADS of the Issuer’s ADSs on the immediately preceding VWAP Trading Day is less than 20% of the Conversion Price, it shall notify the Parties of this fact as promptly as practicable, and Party B shall, upon demand by Party A on such Business Day (a “Fifth Margin Call”), pay USD 12,000,000 (a “Fifth Margin Call Amount”) to Party A within three Business Days after the Business Day on which such demand was made. If, following a Fifth Margin Call, on any Business Day during the term of the Transaction the Calculation Agent determines that the VWAP per ADS of the Issuer’s ADSs on the immediately preceding VWAP Trading Day is greater than the Trigger Level relating to the Fourth Margin Call, it shall notify the Parties of this fact as promptly as practicable, and Party A shall, upon demand by Party B on such Business Day, pay to Party B within three Business Days following the Business Day on which such demand was made an amount equal to any Fifth Margin Call Amount actually received by Party A in respect of the previous Fifth Margin Call.

More than one Margin Call may occur on the same Business Day. More than one of each type of Margin Call may occur during the term of the Transaction if following the previous occurrence of that type of Margin Call the relevant Collateral Return Amount has been paid by Party A.

On the Termination Date, Party A shall pay to Party B the outstanding Collateral Balance.

If an Early Termination Date is designated or deemed to occur as a result of an Event of Default or a Termination Event in respect of this Transaction, the Collateral Balance shall be deemed to be an Unpaid Amount due to Party B for the purposes of Section 6(c) of the Deemed ISDA Master Agreement.

(d) Credit Support Documents

The documents evidencing (i) the Security Interest, (ii) any custody arrangement relating to the Security Interest and (iii) the Personal Guarantee shall each be Credit Support Documents for the purposes of the Deemed ISDA Master Agreement.

4. Notice and Account Details:

Any references in this Confirmation to the giving of notice shall be construed as references to notice given pursuant to Section 12(a) of the Deemed ISDA Master Agreement using the address details set out below.

Notice Details for Party A:

PA GRAND OPPORTUNITY LIMITED

Commence Chambers,

P.O. Box 2208,

Road Town,

Tortola,

British Virgin Islands

with a copy to:

15/F, AIA Central, Central, Hong Kong

Attention: Jon Lewis/ Herman Fong

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Account Details for Party A: As separately advised

Notice Details for Party B:

EASE WIN ENTERPRISES LIMITED

Room 1055, New Century Hotel Office Tower,

No. 6 South Capital Stadium Road,

Beijing, 100044

The People’s Republic of China

Telephone: 8610 68492200

Attention: Mr. Bin Li

Account Details for Party B:

Amount:	USD
Receiver’s correspondent (F54):	UBS AG, Stamford, Connecticut (Fedwire: 026007993) (SWIFT Address: UBSWUS33)
Beneficiary Bank (F57):	UBS AG, Hong Kong (Swift: UBSWHKHH) (CHIPS UID 136459)
Beneficiary (F59):	Name: EASE WIN ENTERPRISES LIMITED
Remittance information (F70):	Attention: Joanne Lee x5697 /Wealth Management

5. Additional Provisions:

(a) Swap Termination Fee

Party B shall on the Termination Date pay to Party A an amount determined by the Calculation Agent as follows:

min[(n+60);1080]	× NA × 6.0%
360

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Where:

n = the actual number of days from and including the Trade Date to and including the Termination Date; and

NA = the Notional Amount as of the Trade Date,

(the “Swap Termination Fee”).

(b) Party B Optional Early Termination

Party B may at any time from (but excluding) the date falling 6 calendar months after the Effective Date elect to terminate the Transaction, in whole or in part, by giving notice orally or in writing (an “Optional Termination Notice”) (such termination, an “Optional Termination”). If an Optional Termination Notice is given later than 4pm Hong Kong time on any Notice Date (as defined below), then that Optional Termination Notice will be deemed delivered on the following Notice Date. Any Optional Termination Notice shall specify (a) whether the Transaction is to be terminated in whole or in part and, in the case of a partial termination, the portion of the Transaction Face Amount that is subject to such Optional Termination (the portion of the Transaction so terminated, whether in whole or in part, the “Optional Termination Amount”) and (b) the Payment Date in respect of the Optional Termination Amount (the “Optional Termination Payment Date”), which shall fall no earlier than the tenth Business Day following the date on which the relevant Optional Termination Notice is deemed delivered.

With respect to any Optional Termination: (i) the Calculation Agent shall determine either (a) if Cash Settlement applies, the Distribution Amount(s), the Total Return Amount, the Reference Amount(s), the Fixed Amount and the Swap Termination Fee payable on the Optional Termination Payment Date, or (b) if Physical Settlement applies, the Distribution Amount(s), the Notional Amount, the Reference Amount(s), the Fixed Amount and the Swap Termination Fee payable on the Optional Termination Payment Date (the net amount of such amounts being the “Optional Termination Payment” in either case (a) or (b)) and (in the case of (b) only) the relevant number of Bonds to be delivered, in accordance with the terms of this Confirmation; (ii) the party owing the Optional Termination Payment shall pay such amount to the other party on the Optional Termination Payment Date (and the payment of the Optional Termination Payment shall satisfy the Parties’ obligations to pay all the amounts specified in sub-paragraph (i)); and (iii) if applicable, the Total Return Amount Payer shall deliver the relevant number of Bonds to the Fixed Amount Payer.

Until the Transaction Face Amount is reduced to zero, more than one Optional Termination may be designated.

In the case of an Optional Termination of only part of the Transaction, the Calculation Agent will make such adjustments to the Notional Amount, Transaction Face Amount or any other variable relevant to the terms of the Transaction as are appropriate to take account of such partial Optional Termination.

(c) Termination following Bond Event

If during the term of the Transaction a Bond Event occurs, the Transaction shall be automatically terminated in whole (such termination, a “Bond Event Termination”).

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With respect to any termination following a Bond Event: (i) the Calculation Agent shall determine (a) if Cash Settlement applies, the Distribution Amount(s), the Total Return Amount, the Reference Amount(s), the Fixed Amount and the Swap Termination Fee payable in respect of the Bond Event Termination, or (b) if Physical Settlement applies, the Distribution Amount(s), the Notional Amount, the Reference Amount(s), the Fixed Amount and the Swap Termination Fee payable in respect of the Bond Event Termination (the net amount of such amounts being the “Bond Event Termination Payment” in either case (a) or (b)) and (in the case of (b) only) the relevant number of Bonds to be delivered, in accordance with the terms of this Confirmation; (ii) the party owing the Bond Event Termination Payment shall pay such amount to the other party on the Bond Event Termination Payment Date (and the payment of the Bond Event Termination Payment shall satisfy the Parties’ obligations to pay all the amounts specified in sub-paragraph (i)); and (iii) if applicable, the Total Return Amount Payer shall deliver the relevant number of Bonds to the Fixed Amount Payer on the Bond Event Termination Payment Date.

(d) Adjustments

Following any event relating to the Bonds which the Calculation Agent determines has a diluting or concentrative effect on the theoretical value of the Bonds, but which is not (in the determination of the Calculation Agent) adequately accounted for (or accounted for at all) in the terms of the Bonds, the Calculation Agent will make such adjustments to the Notional Amount, Transaction Face Amount or any other variable relevant to the terms of the Swap Transaction as are reasonably appropriate to take account of such event.

(e) Non-Cash Distributions and Redemptions Declared during Disposal Period

Notwithstanding anything to the contrary herein, if the Record Date for a Non-Cash Distribution Amount or Non-Cash Partial Redemption occurs during the Disposal Period, then in lieu of making adjustments described under the headings “Consequences of Non-Cash Distribution Amounts” and “Consequences of Non-Cash Partial Redemptions”, (i) the Calculation Agent shall determine a cash value of the proceeds in the Settlement Currency of the proceeds (the “Proceeds Value”) that would be received by a holder in the Relevant Jurisdiction of a face amount of the Bonds equal to the Transaction Face Amount, as of the date that such proceeds are distributed to holders of the Bonds in the Relevant Jurisdiction (or if there are no holders of Bonds in the Relevant Jurisdiction, as of the date that such proceeds would be distributed to holders of the Bonds in the Relevant Jurisdiction) (the “Proceeds Distribution Date”), and (ii) the Total Return Amount Payer shall pay the Proceeds Value to the Fixed Amount Payer on the third Business Day following the Proceeds Distribution Date, unless the Proceeds Distribution Date occurs more than six months following the Termination Date, in which case the Proceeds Value will not be paid.

(f) Close-out Amount under Deemed ISDA Master Agreement

If an Early Termination Date is designated or deemed to occur as a result of an Event of Default or a Termination Event in respect of this Transaction, the Close-out Amount with respect to this Transaction shall be determined by reference to a Final Price calculated on the basis of the volume weighted average price at which Party A disposes, acting in good faith and a commercially reasonable manner, of the Relevant Bonds and/or the Relevant Shares following the designation or deemed occurrence of such Early Termination Date, provided that if Party A is unable to dispose of some or all of the Relevant Bonds and/or Relevant Shares within a commercially reasonable period of time, the price per Bond in respect of those Relevant Bonds and/or Relevant Shares of which Party A is unable to dispose shall be deemed to be zero, all as determined by the Calculation Agent, and Party A shall deliver such Relevant Bonds and/or Relevant Shares to Party B as soon as reasonably practicable following the determination by the Calculation Agent that Party A is unable to dispose of such Relevant Bonds and/or Relevant Shares.

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(g) Out of Pocket Expenses

On the Effective Date, Party B shall pay 50% of the reasonable fees and expenses of Linklaters Singapore Pte. Ltd., the counsel of Party A with respect to this Confirmation, the Tsang Confirmation, and any related documentation, provided that Party B shall not be liable for any such fees and expenses in excess of US$100,000.

Party B shall pay to Party A on the Total Return Amount Payment Date, an amount in USD to the sum of any transaction levies, trading fees, stamp duties and brokerage fees and any other necessary costs and expenses that have been reasonably incurred by Party A in connection with the disposal of its Hedge Position (if any), as determined by the Calculation Agent and as notified by Party A to Party B before the Total Return Amount Payment Date.

(h) Additional Representations and Agreements:

The Deemed ISDA Master Agreement is amended by the insertion after Section 14 of an additional Section 15, reading in its entirety as follows:

“15. Relationship Between Parties. Each party will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction):

(a) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisors as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction, it being understood that information and explanations related to the terms and conditions of a Transaction will not be considered investment advice or a recommendation to enter into that Transaction. No communication (written or oral) received from the other party will be deemed to be an assurance or guarantee as to the expected results of that Transaction.

(b) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the risks of that Transaction.

(c) Status of Parties. The other party is not acting as a fiduciary for or an advisor to it in respect of that Transaction.”

Party B represents, warrants and covenants to Party A at all times during the term of the Swap Transaction that:

1. Party B was not, on the Trade Date and will not be on the date that any Optional Termination Notice is delivered (regardless of the time of such delivery) in possession of material non-public information regarding the Issuer.

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2. So long as either party has or may have any obligation under the Transaction, each party and its Affiliates may deal in the Bonds and may, where permitted, accept deposits from, make loans or otherwise extend credit to, and generally engage in any kind of commercial or investment banking or other business with the Issuer, any Affiliate of the Issuer or any other person or entity having obligations relating to the Issuer, and may act with respect to such business in the same manner as each of them would if the Transaction did not exist, regardless of whether any such action might have an adverse effect on the Issuer or the position of the other party to the Transaction or otherwise.

(i) Acknowledgements.

Party B acknowledges that entering into the Transaction does not constitute the ownership of any Bonds by Party B or any Affiliate or shareholder of Party B, and gives Party B only the contractual rights arising under the terms of the Transaction. The Transaction does not give Party B or any Affiliate or shareholder of Party B any voting rights, dispositive or other rights in relation to any securities of the Issuer.

Party A and Party B agree to cooperate in good faith and a commercially reasonable manner to preserve the economic benefits to each other of this Transaction.

(j) Defined Terms.

For the purposes of this Confirmation, the following defined terms apply. Capitalized terms used but not defined herein shall have the meanings given to them in the Deemed ISDA Master Agreement:

“Bond Event” means the occurrence of any one or more of the following:

(i) the Issuer or any agent thereof announces or publishes information stating that the Issuer will mandatorily redeem (or convert) any of the Bonds for (or into) cash, securities or any other assets, or any combination of the foregoing (regardless of whether the Issuer does in fact, so redeem (or convert) such Bonds);

(ii) there occurs any event of default (howsoever described in the terms of the Bonds) in respect of the Bonds;

(iii) the voluntary or involuntary liquidation, bankruptcy, insolvency, dissolution or winding-up of or any analogous proceeding affecting the Issuer; or

(iv) on or after the Trade Date (A) due to the adoption of or any change in any applicable law or regulation (including, without limitation, any tax law) or (B) due to the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), Party A determines in good faith that (X) it has become illegal for it to hold, acquire or dispose of the Bonds or (Y) it will incur materially increased cost in performing its obligations under the Transaction (including, without limitation, due to any increase in tax liability, decrease in tax benefit or other adverse effect on its tax position).

“Bond Event Termination Date” means, with respect to a Bond Event, the date on which the Bond Event occurs.

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“Bond Event Termination Payment Date” means, with respect to a Bond Event, the tenth Business Day following the Bond Event Termination Date.

“Collateral Balance” means an amount in USD equal to (i) the aggregate of all Collateral Delivery Amounts paid by Party B to Party A minus (ii) the aggregate of all Collateral Return Amounts paid by Party A to Party B.

“Collateral Delivery Amount” means any amount paid by Party B to Party A pursuant to paragraph 3(c).

“Collateral Return Amount” means any amount paid by Party A to Party B pursuant to paragraph 3(c).

“Hedge Position” means any purchase, sale, entry into or maintenance of one or more (i) positions or contracts in securities, options, futures, derivatives or foreign exchange, (ii) securities loan transactions or (iii) other instruments or arrangements (howsoever described) by a party in order to hedge, individually or on a portfolio basis, a Transaction.

“Margin Call” means each of a First Margin Call, a Second Margin Call, a Third Margin Call, a Fourth Margin Call or a Fifth Margin Call, as the case may be.

“Notice Date” means, any Business Day during the period extending from, but excluding, the Effective Date to, but excluding, the Termination Date.

“Put Exercise Date” means the first Business Day on which Party A has the right to exercise its

investor put option in respect of Bonds held as a Hedge Position.

“Trigger Level” means, in respect of a Margin Call, the percentage of the Conversion Price specified in the definition of such Margin Call.

“VWAP” of the Issuer’s ADSs means, on any VWAP Trading Day, the per ADS volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page BITA <equity> AQR (or any equivalent successor page) in respect of the period from the scheduled open of trading on the principal trading market for the ADSs to the scheduled close of trading on such market on a VWAP Trading day, or if such volume-weighted average price is unavailable, the market value of one of the Issuer’s ADSs on such VWAP Trading Day using a volume-weighted method as determined by the Calculation Agent. VWAP will be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.

“VWAP Trading Day” means a day during which (i) trading in the Issuer’s ADSs generally occurs on the principal U.S. national or regional securities exchange or market on which the Issuer’s ADSs are listed or admitted for trading and (ii) there is no VWAP Market Disruption Event. If the Issuer’s ADSs are not so listed or traded, “VWAP Trading Day” means a Business Day.

“VWAP Market Disruption Event” means (i) a failure by the principal U.S. national or regional securities exchange or market on which the Issuer’s ADSs are listed or admitted for trading to open for trading during its regular trading session or (ii) the occurrence or existence prior to 1:00 p.m. (local time on such exchange or market) on any day that was scheduled to be a VWAP Trading Day for an aggregate one half-hour period or longer of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the stock exchange or otherwise) in the ADSs.

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(k) Service of process

(i) Party B irrevocably appoints The Law Debenture Corporation (H.K.) Limited of Suite 413, Hutchison House, 10 Harcourt Road, Central, Hong Kong to receive, for it and on its behalf, service of process in any Proceedings in Hong Kong. Such service shall be deemed completed on delivery to the relevant process agent (whether or not it is forwarded to and received by Party B). If for any reason a process agent ceases to be able to act as such or no longer has an address in Hong Kong, as the case may be, Party B irrevocably agrees to appoint a substitute process agent acceptable to Party A, and to deliver to Party A a copy of the new agent’s acceptance of that appointment, within 30 days.

(ii) Nothing shall affect the right to serve process in any other manner permitted by law.

Please confirm your agreement to be bound by the terms of the foregoing by executing a copy of this Confirmation and returning it to us at 15/F, AIA Central, Central, Hong Kong.

[Signature Page to Follow]

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PA GRAND OPPORTUNITY LIMITED	EASE WIN ENTERPRISES LIMITED
By: /s/ Jon Robert Lewis	By: /s/ Bin Li
Name: Jon Robert Lewis	Name: Bin Li
Title: Authorized Signatory	Title: Director

[Corporate Convertible Bond Total Return Swap – Signature Page]

EX-99.(J)

Exhibit J

EXECUTION VERSION

Dated 1 August 2016

BY:

Proudview Limited

IN FAVOUR OF:

PA Grand Opportunity Limited

CHARGE OVER SHARES IN

Bitauto Holdings Limited

Conyers Dill & Pearman

Attorneys at Law

Cayman Islands

TABLE OF CONTENTS

1	INTERPRETATION	4
2	CHARGOR’S REPRESENTATIONS AND WARRANTIES	6
3	CHARGOR’S COVENANTS	7
4	SECURITY	8
5	DEALINGS WITH CHARGED PROPERTY	9
6	PRESERVATION OF SECURITY	10
7	ENFORCEMENT OF SECURITY	12
8	FURTHER ASSURANCES	14
9	INDEMNITIES	15
10	POWER OF ATTORNEY	15
11	EXPENSES	16
12	NOTICES	17
13	ASSIGNMENTS	19
14	MISCELLANEOUS	19
15	LAW AND JURISDICTION	20
16	RIGHTS UNDER THE CONTRACTS (RIGHTS OF THIRD PARTIES) LAW, 2014	20

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THIS CHARGE OVER SHARES is made on 1 August 2016.

BY:

Proudview Limited, a company incorporated under the laws of the British Virgin Islands and having its registered office at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (the “Chargor”);

IN FAVOUR OF:

PA Grand Opportunity Limited, a company incorporated under the laws of the British Virgin Islands and having its registered office at Commence Chambers, P.O. Box 2208, Road Town, Tortola, British Virgin Islands (the “Chargee”).

WHEREAS:

(A) Ease Win Enterprises Limited (“Ease Win”) and the Chargee have entered into a corporate convertible bond total return swap agreement dated 6 June 2016 (the “Original Ease Win Confirmation”) pursuant to a swap transaction (the “Ease Win Transaction”) entered into between Ease Win and the Chargee, and evidencing the agreement between Ease Win and the Chargee as to the terms of the Ease Win Transaction and the Deemed ISDA Master Agreement (as such term is defined in the Original Ease Win Confirmation) on the terms and conditions set out therein.

(B) Ease Win and the Chargee have entered, or will enter, into an amended and restated corporate convertible bond total return swap agreement dated on or about the date of this Charge, as amended or restated from time to time (the “Restated Ease Win Confirmation”), which amends and restates the Original Ease Win Confirmation in its entirety, and evidences the agreement between Ease Win and the Chargee as to the amended terms of the Ease Win Transaction and the Deemed ISDA Master Agreement (as such term is defined in the Restated Ease Win Confirmation, hereinafter the “Ease Win Deemed ISDA Master Agreement”, and the Ease Win Deemed ISDA Master Agreement and Ease Win Transaction together, the “Ease Win ISDA MA”) on the terms and conditions set out therein.

(C) Rodney Tsang and the Chargee have entered, or will enter, into a corporate convertible bond total return swap agreement on or about the date of this Charge as amended or restated from time to time (the “Tsang Confirmation”, and together with the Restated Ease Win Confirmation, the “Confirmations”), pursuant to a swap transaction (the “Tsang Transaction”, and together with the Ease Win Transaction, the “Transactions”) entered into between Rodney Tsang and the Chargee, and evidencing the agreement between Rodney Tsang and the Chargee as to the terms of the Tsang Transaction and the Deemed ISDA Master Agreement (as such term is defined in the Tsang Confirmation, hereinafter the “Tsang Deemed ISDA Master Agreement”, and together with the Ease Win Deemed ISDA Master Agreement, the “Deemed ISDA Master Agreements” and the Tsang Deemed ISDA Master Agreement and Tsang Transaction together, the “Tsang ISDA MA”, and the Tsang ISDA MA and Ease Win ISDA MA together, the “ISDA MAs”) on the terms and conditions set out therein.

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(D) Pursuant to the Confirmations, as security for the obligations of Ease Win and Rodney Tsang under the Transactions and the Deemed ISDA Master Agreements, the Chargor has agreed to charge, inter alia, its interest in the shares legally and beneficially owned by and registered in the name of the Chargor in Bitauto Holdings Limited, a company incorporated under the laws of the Cayman Islands and having its registered office at Offshore Incorporations (Cayman) Limited, Scotia Centre, 4^th Floor, P.O. Box 2804, George Town, Grand Cayman KY1-1112, Cayman Islands (the “Company”).

(E) The Chargor is the legal and beneficial owner of the 2,932,552 ordinary shares of par value US$$0.00004 of the Company evidenced by share certificate number 103, each of which has been issued and is fully paid and registered in the name of the Chargor.

(F) It is a condition precedent of the Confirmations that Ease Win and Rodney Tsang shall each cause the granting of a security interest satisfactory to the Chargee, and the Chargor hereby executes this Charge in favour of the Chargee in consideration of the Chargee entering into the Transactions and the Deemed ISDA Master Agreements and for other good and valuable consideration (the sufficiency of which the Chargor hereby acknowledges).

NOW THIS CHARGE WITNESSES as follows:

1 INTERPRETATION

1.1 In this Charge, unless the context otherwise requires, the following words and expressions shall have the following meanings:

“Business Day”	has the same meaning as in the Confirmations;
“Charge”	means this share charge;

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“Charged Property”	means the issued shares of the Company described in Recital (E) (the “Charged Shares”) and all and any other property that may at any time be received or receivable by or otherwise distributed to the Chargor in substitution for, or in exchange for, any of the foregoing, including, without limitation, any shares or other securities resulting from the sub-division, consolidation, change, conversion or reclassification of any of the Charged Shares, or the reorganization, merger or amalgamation of the Company with any other body corporate, or the occurrence of any event which results in the substitution or exchange of the Charged Shares;
“Charged Shares”	has the meaning assigned thereto in the definition of Charged Property;
“Confirmations”	has the meaning assigned thereto in Recital (C), and “Confirmation” means either one of the Confirmations (as appropriate);
“Enforcement Event”	means that a notice designating an Early Termination Date is given by the Chargee under either or both of the ISDA MAs;
“Parties”	means the parties to this Charge collectively; “Party” means any one of them;
“Secured Obligations”	means all of the present and future payments and other obligations of Ease Win, Rodney Tsang and/or the Chargor to the Chargee under this Charge, the ISDA MAs and the other Security Documents;
“Security Documents”	means the ISDA MAs and the Credit Support Documents (as such term is defined in each of the Restated Ease Win Confirmation and the Tsang Confirmation respectively);
“Security Interest”	means any charge, mortgage, pledge, lien, security interest or other encumbrance; and
“Security Period”	means the period commencing on the date of execution of this Charge and terminating upon discharge of the security created by this Charge by payment in full of the Secured Obligations.

1.2 In this Charge unless the context otherwise requires:

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(a) references to statutory provisions shall be construed as references to those provisions as amended or re-enacted or as their application is modified by other provisions from time to time and shall include references to any provisions of which they are re-enactments (whether with or without modification);

(b) references to clauses and schedules are references to clauses hereof and schedules hereto; references to sub-clauses or paragraphs are, unless otherwise stated, references to sub-clauses of the clauses hereof or paragraphs of the schedule in which the reference appears;

(c) references to the singular shall include the plural and vice versa and references to the masculine shall include the feminine and/or neuter and vice versa;

(d) references to persons shall include companies, partnerships, associations and bodies of persons, whether incorporated or unincorporated;

(e) references to assets include property, rights and assets of every description; and

(f) references to any document are to be construed as references to such document as amended, restated or supplemented in any manner whatsoever from time to time.

2 CHARGOR’S REPRESENTATIONS AND WARRANTIES

The Chargor hereby represents and warrants to the Chargee that:

2.1 The Chargor is a company duly organised, validly existing and in good standing under the laws of the British Virgin Islands;

2.2 The Chargor is the legal and beneficial owner of all of the Charged Property free from any Security Interest (other than those created by this Charge) and any options or rights of pre-emption;

2.3 The Chargor has full power and authority (i) to be the legal and beneficial owner of the Charged Property, (ii) to execute and deliver this Charge and (iii) to comply with the provisions of, and perform all its obligations under, this Charge;

2.4 This Charge constitutes the Chargor’s legal, valid and binding obligations enforceable against the Chargor in accordance with its terms except as such enforcement may be limited by any relevant bankruptcy, insolvency, administration or similar laws affecting creditors’ rights generally;

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2.5 The entry into and performance by the Chargor of this Charge does not violate in any material respect (i) any law or regulation of any governmental or official authority, or (ii) any agreement, contract or other undertaking to which the Chargor is a party or which is binding upon the Chargor or any of its assets;

2.6 All consents, licences, approvals and authorisations required in connection with the entry into, performance, validity and enforceability of this Charge have been obtained and are in full force and effect;

2.7 The Chargor has taken all corporate and other action required to approve its execution, delivery and performance of this Charge; and

2.8 The Company is not a land holding corporation for the purposes of the Land Holding Companies Share Transfer Tax Law of the Cayman Islands.

3 CHARGOR’S COVENANTS

The Chargor hereby covenants with the Chargee:

3.1 To pay all amounts, interests, expenses, claims, liabilities, losses, costs, duties, fees, charges or other moneys as are stated in the ISDA MAsand this Charge to be payable by the Chargor or to be recoverable from the Chargor by the Chargee (or in respect of which the Chargor agrees in the ISDA MAs, the other Security Documents and this Charge to indemnify the Chargee) at the times and in the manner specified in the ISDA MAs, the other Security Documents and this Charge provided that the liability of the Chargor under this clause shall be limited to the amount realised by a disposal of the Charged Property by or on behalf of or with the consent of the Chargee;

3.2 That the Chargor will not without the prior written consent of the Chargee:

(a) permit any person other than the Chargor, the Chargee or any transferee nominated by the Chargee on enforcement of this Charge to be the registered holder of any of the Charged Shares;

(b) vote in favour of a resolution which would result in any variation of the rights attaching to the Charged Shares which would materially adversely affect the rights of the Chargee under this Charge;

(c) vote in favour of a resolution to increase or reduce the authorised or share capital of the Company;

(d) vote in favour of a resolution to permit the Company to be continued to another jurisdiction outside of the Cayman Islands; or

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(e) vote in favour of a resolution to permit any scheme of arrangement, merger, consolidation, amalgamation or other reorganisation applicable to the Company.

4 SECURITY

4.1 In consideration of the Chargee entering into the Transactions and the Deemed ISDA Master Agreements and as a continuing security for the Secured Obligations, the Chargor as legal and beneficial owner hereby assigns and agrees to assign to the Chargee all benefits present and future, actual and contingent accruing in respect of the Charged Property and all the Chargor’s right, title and interest to and in the Charged Property and hereby charges and agrees to charge in favour of the Chargee all of its interest in the Charged Property by way of a first fixed charge.

4.2 The Chargor hereby agrees to deliver, or cause to be delivered, to the Chargee:

(a) duly executed undated share transfers in respect of the Charged Shares in favour of the Chargee or its nominees;

(b) all share certificates representing the Charged Shares; and

(c) an executed undated irrevocable proxy made in respect of the Charged Shares in favour of the Chargee in respect of all general meetings of the Company.

4.3 The Chargor hereby covenants that during the Security Period it will remain the legal and the beneficial owner of the Charged Property (subject only to the Security Interests hereby created) and that it will not:

(a) create or suffer the creation of any Security Interests (other than those created by this Charge) on or in respect of the whole of any part of the Charged Property or any of its interest therein; or

(b) sell, assign, transfer or otherwise dispose of any of its interest in the Charged Property (other than with respect to the dividend or distribution payments described in Paragraph 5.1(b)),

in any such case without the prior consent in writing of the Chargee.

4.4 The Chargor shall remain liable to perform all the obligations assumed by it in relation to the Charged Property and the Chargee shall be under no obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in the event of any failure by the Chargor to perform its obligations in respect thereof.

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4.5 Upon the Chargee being satisfied that the Secured Obligations have been unconditionally and irrevocably paid and discharged in full, and following a written request therefor from the Chargor, the Chargee will, subject to being indemnified to its reasonable satisfaction for the costs and expenses incurred by the Chargee in connection therewith, release the security constituted by this Charge.

5 DEALINGS WITH CHARGED PROPERTY

5.1 Unless and until an Enforcement Event has occurred:

(a) the Chargor shall be entitled to exercise all voting and/or consensual powers pertaining to the Charged Property or any part thereof for all purposes not inconsistent with the terms of this Charge and/or the ISDA MAs;

(b) the Chargor shall be entitled to receive and retain any dividends, interest or other moneys or assets accruing on or in respect of the Charged Property or any part thereof; and

(c) the Chargor shall be entitled to receive all notices pertaining to the Charged Shares.

5.2 The Chargor shall pay all calls, instalments or other payments, and shall discharge all other obligations, which may become due in respect of any of the Charged Property and after the occurrence of an Enforcement Event, the Chargee may if it thinks fit make such payments or discharge such obligations on behalf of the Chargor. Any sums so paid by the Chargee in respect thereof shall be repayable on demand and pending such repayment shall constitute part of the Secured Obligations.

5.3 The Chargee shall not have any duty to ensure that any dividends, distributions, interest or other moneys and assets receivable in respect of the Charged Property are duly and punctually paid, received or collected as and when the same become due and payable or to ensure that the correct amounts (if any) are paid or received on or in respect of the Charged Property or to ensure the taking up of any (or any offer of any) stocks, shares, rights, moneys or other property paid, distributed, accruing or offered at any time by way of redemption bonus, rights, preference, or otherwise on or in respect of, any of the Charged Property.

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6 PRESERVATION OF SECURITY

6.1 It is hereby agreed and declared that:

(a) the Security Interest created by this Charge shall be held by the Chargee as a continuing security for the payment and discharge of the Secured Obligations and the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the Secured Obligations;

(b) the Security Interest so created shall be in addition to and shall not in any way be prejudiced or affected by any of the other Security Documents;

(c) the Chargee shall not be bound to enforce any other security before enforcing the security created by this Charge;

(d) no delay or omission on the part of the Chargee in exercising any right, power or remedy under this Charge shall impair such right, power or remedy or be construed as a waiver thereof nor shall any single or partial exercise of any such right, power or remedy preclude any further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies herein provided are cumulative and not exclusive of any rights, powers and remedies provided by law and may be exercised from time to time and as often as the Chargee may deem expedient; and

(e) any waiver by the Chargee of any terms of this Charge shall only be effective if given in writing and then only for the purpose and upon the terms for which it is given.

6.2 Any settlement or discharge under this Charge between the Chargee and the Chargor shall be conditional upon no security or payment to the Chargee by the Company or the Chargor or any other person being avoided or set-aside or ordered to be refunded or reduced by virtue of any provision or enactment relating to bankruptcy, insolvency, administration or liquidation for the time being in force and, if such condition is not satisfied, the Chargee shall be entitled to recover from the Chargor on demand the value of such security or the amount of any such payment as if such settlement or discharge had not occurred.

6.3 The rights of the Chargee under this Charge and the security hereby constituted shall not be affected by any act, omission, matter or thing which, but for this provision, might operate to impair, affect or discharge such rights and security, in whole or in part, including without limitation, and whether or not known to or discoverable by the Company, the Chargor, the Chargee or any other person:

(a) any time or waiver granted to or composition with the Company or any other person;

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(b) the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against the Company or any other person;

(c) any legal limitation, disability, incapacity or other circumstances relating to the Company or any other person;

(d) any amendment or supplement to the ISDA MAs, the other Security Documents or any other document or security;

(e) the dissolution, liquidation, merger, consolidation, reconstruction or reorganisation of the Company or any other person; or

(f) the unenforceability, invalidity or frustration of any obligations of the Company or any other person under the ISDA MAs, the other Security Documents or any other document or security.

6.4 Until the Secured Obligations have been unconditionally and irrevocably satisfied and discharged in full to the satisfaction of the Chargee, the Chargor shall not by virtue of any payment made hereunder on account of the Secured Obligations or by virtue of any enforcement by the Chargee of its rights under, or the security constituted by, this Charge or by virtue of any relationship between or transaction involving, the Chargor and the Company (whether such relationship or transaction shall constitute the Chargor a creditor of the Company, a guarantor of the obligations of the Company or a party subrogated to the rights of others against the Company or otherwise howsoever and whether or not such relationship or transaction shall be related to, or in connection with, the subject matter of this Charge):

(a) exercise any rights of subrogation in relation to any rights, security or moneys held or received or receivable by the Chargee or any person;

(b) exercise any right of contribution from any co-surety liable in respect of such moneys and liabilities under any other guarantee, security or agreement;

(c) exercise any right of set-off or counterclaim against the Company or any such co-surety;

(d) receive, claim or have the benefit of any payment, distribution, security or indemnity from the Company or any such co-surety; or

(e) unless so directed by the Chargee (when the Chargor will prove in accordance with such directions), claim as a creditor of the Company or any such co-surety in competition with the Chargee.

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6.5 The Chargor shall hold in trust for the Chargee and forthwith pay or transfer (as appropriate) to the Chargee any such payment (including an amount equal to any such set-off), distribution (other than such dividend or distribution payments described in Paragraph 5.1(b)) or benefit of such security, indemnity or claim in fact received by it.

6.6 Until the Secured Obligations have been unconditionally and irrevocably satisfied and discharged in full to the satisfaction of the Chargee, the Chargee may at any time keep in a separate account or accounts (without liability to pay interest thereon) in the name of the Chargee for as long as it may think fit, any moneys received, recovered or realised under this Charge or under any other guarantee, security or agreement relating in whole or in part to the Secured Obligations without being under any immediate obligation to apply the same or any part thereof in or towards the discharge of such amount.

7 ENFORCEMENT OF SECURITY

7.1 Upon the occurrence of an Enforcement Event, the security hereby constituted shall become immediately enforceable and the Chargee may, at any time and from time to time, without notice to, or consultation with, or the consent of, the Chargor:

(a) solely and exclusively exercise all voting and/or consensual powers pertaining to the Charged Property or any part thereof and may exercise such powers in such manner as the Chargee may think fit; and/or

(b) receive and retain all dividends, interest, distributions or other moneys or assets accruing on or in respect of the Charged Property or any part thereof, such dividends, interest, distributions or other moneys or assets to be held by the Chargee, until applied in the manner described in Sub-Clause 7.4, as additional security charged under and subject to the terms of this Charge and any such dividends, interest, distributions or other moneys or assets received by the Chargor after such time shall be held in trust by the Chargor for the Chargee and paid or transferred to the Chargee on demand; and/or

(c) appoint by instrument any person to be a receiver of the Charged Property (the “Receiver”) and remove any Receiver so appointed and appoint another or others in his stead; and/or

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(d) sell, transfer, grant options over or otherwise dispose of the Charged Property or any part thereof at such place and in such manner and at such price or prices as the Chargee may deem fit, and thereupon the Chargee shall have the right to deliver, assign and transfer in accordance therewith the Charged Property so sold, transferred, granted options over or otherwise disposed of; and/or

(e) complete any undated blank share transfer forms of all or any part of the Charged Property by dating the same and/or inserting its name or the name of its nominee as transferee.

For the avoidance of doubt, once an Enforcement Event has occurred, the Chargee may exercise its rights under this Charge at any time and any number of times until the Secured Obligations have been unconditionally and irrevocably satisfied and discharged in full to the satisfaction of the Chargee.

7.2 The Chargee shall not be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under this Charge or to make any claim or to take any action to collect any moneys assigned by this Charge or to enforce any rights or benefits assigned to the Chargee by this Charge or to which the Chargee may at any time be entitled hereunder.

7.3 Upon any sale of the Charged Property or any part thereof by the Chargee the purchaser shall not be bound to see or enquire whether the Chargee’s power of sale has become exercisable in the manner provided in this Charge and the sale shall be deemed to be within the power of the Chargee, and the receipt of the Chargee for the purchase money shall effectively discharge the purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way answerable therefor.

7.4 All moneys received by the Chargee pursuant to this Charge shall be held in the first place to pay or make good all such expenses, liabilities, losses, costs, duties, fees, charges or other moneys whatsoever as may have been paid or incurred by the Chargee in exercising any of the powers specified or otherwise referred to in this Charge and the balance shall be applied in the following manner:

(a) FIRSTLY: in or towards satisfaction of any amounts in respect of the balance of the Secured Obligations as are then accrued due and payable or are then due and payable by virtue of payment demanded, in such order or application as the Chargee shall think fit;

(b) SECONDLY: in retention of an amount equal to any part or parts of the Secured Obligations as are or are not then due and payable but which (in the sole and absolute opinion of the Chargee) will or may become due and payable in the future and, upon the same becoming due and payable, in or towards satisfaction thereof in accordance with the foregoing provisions of this Sub-Clause 7.4; and

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(c) THIRDLY: once the Secured Liabilities have unconditionally and irrevocably satisfied and discharged in full to the satisfaction of the Chargee, the surplus (if any) shall be repaid promptly to the Chargor or whosoever else may be entitled thereto.

7.5 Neither the Chargee nor its agents, managers, officers, employees, delegates or advisers shall be liable for any claim, demand, liability, loss, damage, cost or expense incurred or arising in connection with the exercise or purported exercise of any rights, powers and discretions hereunder in the absence of fraud or dishonesty.

7.6 The Chargee shall not by reason of the taking of possession of the whole or any part of the Charged Property or any part thereof be liable to account as mortgagee-in-possession or for anything except actual receipts or be liable for any loss upon realisation or for any default or omission for which a mortgagee-in-possession might be liable.

8 FURTHER ASSURANCES

8.1 The Chargor shall execute and do all such assurances, acts and things as the Chargee in its absolute discretion may require for:

(a) perfecting, protecting or ensuring the priority of the Security Interest hereby created (or intended to be created);

(b) preserving or protecting any of the rights of the Chargee under this Charge;

(c) ensuring that the security constituted by this Charge and the covenants and obligations of the Chargor under this Charge shall inure to the benefit of any assignee of the Chargee;

(d) facilitating the appropriation or realisation of the Charged Property or any part thereof; or

(e) exercising any power, authority or discretion vested in the Chargee under this Charge,

in any such case forthwith upon demand by the Chargee and at the expense of the Chargor.

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9 INDEMNITIES

9.1 The Chargor will indemnify and hold harmless the Chargee, the Receiver and each agent or attorney appointed under or pursuant to this Charge (each an “Indemnitee”) from and against any and all expenses, claims, liabilities, losses, taxes, costs, duties, fees and charges properly and reasonably suffered, incurred or made by the Chargee, the Receiver or such agent or attorney:

(a) in the exercise or purported exercise of any rights, powers or discretions vested in them pursuant to this Charge;

(b) in the preservation or enforcement of the Chargee’s rights under this Charge or the priority thereof; or

(c) on the release of any part of the Charged Property from the security created by this Charge,

and the Chargee, the Receiver or such agent or attorney may retain and pay all sums in respect of the same out of money received under the powers conferred by this Charge. All amounts recoverable by the Chargee, the Receiver or such agent or attorney or any of them shall be recoverable on a full indemnity basis.

9.2 If, under any applicable law or regulation, and whether pursuant to a judgment being made or registered against the Chargor or the bankruptcy or liquidation of the Chargor or for any other reason any payment under or in connection with this Charge is made or falls to be satisfied in a currency (the “Payment Currency”) other than the currency in which such payment is due under or in connection with this Charge (the “Contractual Currency”), then to the extent that the amount of such payment actually received by the Chargee when converted into the Contractual Currency at the rate of exchange, falls short of the amount due under or in connection with this Charge, the Chargor, as a separate and independent obligation, shall indemnify and hold harmless the Chargee against the amount of such shortfall. For the purposes of this Clause, “rate of exchange” means the rate at which the Chargee is able on or about the date of such payment to purchase the Contractual Currency with the Payment Currency and shall take into account any premium and other costs of exchange with respect thereto.

10 POWER OF ATTORNEY

10.1 The Chargor, by way of security and in order more fully to secure the performance of its obligations hereunder, hereby irrevocably appoints the Chargee and the persons deriving title under it jointly and also severally to be its attorney:

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(a) to execute and complete in favour of the Chargee or its nominees or of any purchaser any documents which the Chargee may from time to time require for perfecting its title to or for vesting any of the assets and property hereby charged or assigned in the Chargee or its nominees or in any purchaser and to give effectual discharges for payments;

(b) to take and institute on non-payment (if the Chargee in its sole discretion so decides) all steps and proceedings in the name of the Chargor or of the Chargee for the recovery of such moneys, property and assets hereby charged and to agree accounts;

(c) to make allowances and give time or other indulgence to any surety or other person liable;

(d) otherwise generally to act for it and in its name and on its behalf; and

(e) to sign, execute, seal and deliver and otherwise perfect and do any such legal assignments and other assurances, charges, authorities and documents over the moneys, property and assets hereby charged, and all such deeds, instruments, acts and things (including, without limitation, those referred to in Clause 8) which may be required for the full exercise of all or any of the powers conferred or which may be deemed proper on or in connection with any of the purposes aforesaid.

10.2 The power hereby conferred shall be a general power of attorney effective only after the occurrence of an Enforcement Event and the Chargor hereby ratifies and confirms and agrees to ratify and confirm any instrument, act or thing which any such attorney may execute or do. In relation to the power referred to herein, the exercise by the Chargee of such power shall be conclusive evidence of its right to exercise the same.

11 EXPENSES

11.1 The Chargor shall pay to the Chargee on demand all costs, fees and expenses (including, but not limited to, legal fees and expenses) and taxes thereon incurred by the Chargee or for which the Chargee may become liable in connection with:

(a) the preserving or enforcing of, or attempting to preserve or enforce, any of its rights under this Charge or the priority hereof;

(b) any variation of, or amendment or supplement to, any of the terms of this Charge; and/or

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(c) any consent or waiver required from the Chargee in relation to this Charge.

11.2 The Chargor shall pay promptly any stamp, documentary and other like duties and taxes to which this Charge may be subject or give rise and shall indemnify the Chargee on demand against any and all liabilities with respect to or resulting from any delay or omission on the part of the Chargor to pay any such duties or taxes.

12 NOTICES

12.1 Communications in writing

Any notice required to be given hereunder shall be in writing in the English language and may be served by:

(a) sending the same by prepaid recorded post,

(b) facsimile;

(c) delivery by hand, or

(d) electronic mail,

in each case to the address, email address, or fax number of the Party or Parties in question as set out in clause 12.3 (Contact details) below (or such other address as such Party or Parties shall notify the other Parties of in accordance with this Clause).

12.2 Delivery

(a) Any notice:

(i) sent by post as provided in this Clause shall be deemed to have been served five Business Days after dispatch, and in proving the service of the same it will be sufficient to prove that such letter was properly stamped, addressed and placed in the post;

(ii) sent by facsimile as provided in this Clause shall be deemed to have been served at the time of dispatch, and in proving the service of the same it will be sufficient to prove that such facsimile was duly despatched to a current facsimile number of the addressee, or

(iii) sent by email shall be deemed to have been served when sent, provided that the sender has not received a message that the email has not been received by the recipient,

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(b) Any communication or document to be made or delivered to the Chargee will be effective only when actually received by the Chargee and then only if it is expressly marked for the attention of the person identified in clause 12.3 (Contact details) below (or any substitute person as the Chargee may specify for this purpose).

(c) Where multiple email or postal addresses are specified in relation to a Party, another Party giving notice by email or letter to that Party shall send a copy of the communication or document to each such email or (if the notice is being delivered or posted by letter) postal address, but provided that the communication or document made or delivered is effective (in accordance with this Clause 12.2) in relation to at least one such email or (as the case may be) postal address it shall be regarded as effective notice to that Party for the purposes of this Charge.

(d) Any communication or document which becomes effective, in accordance with paragraphs (a) to (c) above, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following Business Day.

12.3 Contact details

Chargor
Name:	Proudview Limited
Address:	New Century Hotel Office Tower, 6/F No. 6 South Capital Stadium Road Beijing China
Email:	bin@yiche.com
Chargee
Name:	PA Grand Opportunity Limited
Address:	Commence Chambers
	P.O. Box 2208
	Road Town
	Tortola
	British Virgin Islands
	with a copy to:
	15/F, AIA Central, Central, Hong Kong
	Attention: Jon Lewis/ Herman Fong

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Fax:	+852 2918 0881
Email:	hfong@pagasia.com
	and
	plaw@pagasia.com

13 ASSIGNMENTS

13.1 This Charge and all non-contractual obligations arising out of or in connection with it shall be binding upon and shall inure to the benefit of the Chargor and the Chargee and each of their respective successors and (subject as hereinafter provided) assigns and references in this Charge to any of them shall be construed accordingly.

13.2 The Chargor may not assign or transfer all or any part of its rights and/or obligations under this Charge.

13.3 The Chargee may not assign or transfer all or any part of its rights or obligations under this Charge except to any person to whom transfers its rights and obligations under the ISDA MAsin accordance with Section 7 of the Deemed ISDA Master Agreements respectively. The Chargee shall notify the Chargor promptly following any such assignment or transfer.

14 MISCELLANEOUS

14.1 The Chargee, at any time and from time to time, may delegate by power of attorney or in any other manner to any person or persons all or any of the powers, authorities and discretions which are for the time being exercisable by the Chargee under this Charge in relation to the Charged Property or any part thereof. Any such delegation may be made upon such terms and be subject to such regulations as the Chargee may think fit. The Chargee shall not be in any way liable or responsible to the Chargor for any loss or damage arising from any act, default, omission or misconduct on the part of any such delegate provided the Chargee has acted reasonably in selecting such delegate.

14.2 This Charge contains the whole agreement between the Parties in respect of the subject matter of this Charge and supersedes and replaces any prior written or oral agreements, representations or understandings between them relating to such subject matter. The Parties confirm that they have not entered into this Charge on the basis of any representation that is not expressly incorporated into this Charge. Without limiting the generality of the foregoing, neither Party shall have any remedy in respect of any untrue statement made to him upon which he may have relied in entering into this Charge, and a Party’s only remedy is for breach of contract. However, nothing in this Charge purports to exclude liability for any fraudulent statement or act.

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14.3 No variations of this Charge shall be effective unless made in writing and signed by each of the Parties.

14.4 The headings in this Charge are inserted for convenience only and shall not affect the construction of this Charge.

14.5 This Charge may be executed in counterparts each of which when executed and delivered shall constitute an original but all such counterparts together shall constitute one and the same instrument.

14.6 If any of the Clauses, Sub-Clauses, Paragraphs, conditions, covenants or restrictions of this Charge or any deed or document emanating from it shall be found to be void but would be valid if some part thereof were deleted or modified, then such Clause, Sub-Clause, Paragraph, condition, covenant or restriction shall apply with such deletion or modification as may be necessary to make it valid and effective.

15 LAW AND JURISDICTION

15.1 This Charge shall be governed by and construed in accordance with the laws of the Cayman Islands and the Parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands, provided that nothing in this Clause shall affect the right of the Chargee to serve process in any manner permitted by law or limit the right of the Chargee to take proceedings with respect to this Charge against the Chargor in any jurisdiction nor shall the taking of proceedings with respect to this Charge in any jurisdiction preclude the Chargee from taking proceedings with respect to this Charge in any other jurisdiction, whether concurrently or not.

16 RIGHTS UNDER THE CONTRACTS (RIGHTS OF THIRD PARTIES) LAW, 2014

16.1 The parties hereby agree that each Indemnitee who is not a party to this Agreement (a “Third Party”) has the express right to enforce the contractual terms of this agreement pursuant to the terms of The Contracts (Rights of Third Parties) Law, 2014.

16.2 The consent of each Third Party is not required for any rescission or variation of this agreement agreed to by the Chargor and the Chargee, or any termination of this agreement by the Chargor and the Chargee.

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16.3 No Third Party may assign its rights, in whole or in part, under this agreement.

[signature page follows]

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IN WITNESS whereof the Parties have caused this Deed to be duly executed and delivered the day and year first before written.

SIGNED as a DEED		)
by Bin Li		)
authorised signatory for		)	/s/ Bin Li
Proudview Limited		)
		)
in the presence of:
Name:	Garyl Brescia	)	/s/ Garyl Brescia
Address:	Fuxing Xi Road 30	)
	Shanghai	)
Occupation:	Executive Assistant	)
SIGNED as a DEED		)
by Jon Robert Lewis		)
authorised signatory for		)	/s/ Jon Robert Lewis
PA Grand Opportunity Limited		)	(seal) PA Grand Opportunity Limited
		)
in the presence of:
Name:		)
Address:		)
		)
		)
Occupation:		)

[Signature Page to Share Charge]

SCHEDULE 1

SHARE TRANSFER FORM

Bitauto Holdings Limited

(the “Company”)

TRANSFER OF SHARES

FOR VALUE RECEIVED

Proudview Limited, a company incorporated under the laws of the British Virgin Islands and having its registered office at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (the “Transferor”) DOES HEREBY SELL, TRANSFER AND ASSIGN to PA Grand Opportunity Limited, a company incorporated under the laws of the British Virgin Islands and having its registered office at Commence Chambers, P.O. Box 2208, Road Town, Tortola, British Virgin Islands (the “Transferee”),             ordinary shares of par value US$            evidenced by share certificate number             in the Company, a company incorporated under the Companies Law (as revised).

DATED the             day of             .

Signed by:	In the presence of:
Transferor	Witness
Transferee	Witness

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SCHEDULE 2

IRREVOCABLE PROXY

DATED the             day of             

We, Proudview Limited, of P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (the “Shareholder”) being the holder(s) of             ordinary shares of par value US$            evidenced by share certificate number             (the “Shares”) of Bitauto Holdings Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), hereby appoint each and every officer of the Chargee (as defined in the Share Charge dated 1 August 2016 made between the Shareholder and PA Grand Opportunity Limited (the “Share Charge”)) and each and every officer of any corporate director of the Chargee from time to time (the “Proxy Holders”) the true and lawful attorney and proxy of the Shareholder for and in the Shareholder’s name, place and stead to attend all meetings of the shareholders of the Company and to vote at a meeting any and all of the Shares and to exercise all consensual rights in respect of the Shares (including without limitation giving or withholding written consents of shareholders and calling special general meetings of shareholders) after the occurrence of an Enforcement Event (as defined in the Share Charge). The Shareholder hereby affirms that this proxy is given pursuant to Clause 4.2(c) of the Share Charge. THIS PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE.

The Shareholder hereby ratifies and confirms and undertakes to ratify and confirm all that the Chargee or any Proxy Holder may lawfully do or cause to be done by virtue hereof. If at any time this proxy shall or for any reason be ineffective or unenforceable or fail to provide the Chargee with the rights or the control over the Shareholder’s shares of the Company purported to be provided herein, the Shareholder shall execute a replacement instrument which provides the Chargee with substantially the same control over the Company as contemplated herein. This irrevocable proxy shall be governed by the laws of the Cayman Islands and the Shareholder irrevocably submits to the jurisdiction of the courts of the Cayman Islands in relation to the matters contained herein.

IN WITNESS whereof this Deed is duly executed and delivered the day and year first before written.

SIGNED as a DEED	)
by	)
authorised signatory for	)
Proudview Limited	)
in the presence of:
Name:	)
Address:	)
	)
Occupation:	)

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