Equity Interest Pledge AgreementEquity Interest Pledge Agreement • April 26th, 2019 • Bitauto Holdings LTD • Services-computer processing & data preparation
This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on October 4, 2018 in Beijing, the People’s Republic of China (“China” or the “PRC”):
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • April 28th, 2017 • Bitauto Holdings LTD • Services-computer processing & data preparation
This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on August 5, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”):
Loan AgreementLoan Agreement • April 27th, 2020 • Bitauto Holdings LTD • Services-computer processing & data preparation
This Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of August 19, 2019 in Beijing, China:
Loan AgreementLoan Agreement • April 28th, 2017 • Bitauto Holdings LTD • Services-computer processing & data preparation
This Loan Agreement (the “Agreement”) is made and entered into by and between the Parties below as of August 5, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”):
Exclusive Option AgreementExclusive Option Agreement • April 28th, 2017 • Bitauto Holdings LTD • Services-computer processing & data preparation
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of August 5, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”):
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • April 26th, 2019 • Bitauto Holdings LTD • Services-computer processing & data preparation
This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on October 4, 2018 in Beijing, the People’s Republic of China (“China” or the “PRC”).
Exclusive Option AgreementExclusive Option Agreement • April 26th, 2019 • Bitauto Holdings LTD • Services-computer processing & data preparation
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of October 4, 2018 in Beijing, the People’s Republic of China (“China” or the “PRC”):
SUBSCRIPTION AGREEMENTSubscription Agreement • April 28th, 2017 • Bitauto Holdings LTD • Services-computer processing & data preparation • New York
WHEREAS, the Purchasers, desire to purchase, severally and not jointly, and the Company desires to sell certain ordinary shares (“Ordinary Shares”) of the Company to the Purchasers pursuant to the terms and conditions set forth in this Agreement.
LIMITED GUARANTEELimited Guarantee • July 20th, 2020 • Bitauto Holdings LTD • Services-computer processing & data preparation • New York
This Limited Guarantee (this “Limited Guarantee”), dated as of June 12, 2020, is made by Hammer Capital Opportunities Fund L.P. (the “Guarantor”), an exempted limited partnership organized under the laws of the Cayman Islands, acting through its general partner, Hammer Capital Opportunities General Partner, an exempted company with limited liability organized under the laws of the Cayman Islands, in favor of Bitauto Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Guaranteed Party”). Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Merger Agreement (as defined below), except as otherwise provided herein.
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT dated as of June 17, 2016 among BITAUTO HOLDINGS LIMITED JD.com Global Investment Limited DONGTING LAKE INVESTMENT LIMITED MORESPARK LIMITED and BAIDU HOLDINGS LIMITEDInvestor Rights Agreement • April 28th, 2017 • Bitauto Holdings LTD • Services-computer processing & data preparation • New York
Bitauto Holdings Limited (a Cayman Islands exempted limited liability company) [10,600,000] American Depositary Shares Each Representing One Ordinary Share (Par Value US$0.00004 Per Ordinary Share) UNDERWRITING AGREEMENTUnderwriting Agreement • November 12th, 2010 • Bitauto Holdings LTD • Services-computer processing & data preparation • New York
Bitauto Holdings Limited, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “Company”), and the persons listed in Schedule B hereto (the “Selling Shareholders”) confirm their respective agreements with Citigroup Global Markets Inc., UBS AG and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Citigroup Global Markets Inc. and UBS AG are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the Selling Shareholders, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of [10,600,000] American Depositary Shares (“ADSs”), each ADS representing one ordinary share of the Company, par value US$0.00004 per share (the “Ordinary Shares”) set forth in Schedule A and Sch
Exclusive Option AgreementExclusive Option Agreement • October 29th, 2010 • Bitauto Holdings LTD • Services-computer processing & data preparation
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the ___ day of ______, in Beijing, China:
DEPOSIT AGREEMENT by and among BITAUTO HOLDINGS LIMITED AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [DATE], 2010Deposit Agreement • November 3rd, 2010 • Bitauto Holdings LTD • Services-computer processing & data preparation • New York
DEPOSIT AGREEMENT, dated as of [DATE], 2010, by and among (i) BITAUTO HOLDINGS LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 28th, 2017 • Bitauto Holdings LTD • Services-computer processing & data preparation • New York
SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT among YIXIN GROUP LIMITED 易鑫集团有限公司 BITAUTO HONG KONG LIMITED PARTIES LISTED ON SCHEDULE 1 PARTIES LISTED ON SCHEDULE 2 and PARTIES LISTED ON SCHEDULE 3 Dated May 26, 2017Shareholders Agreement • April 27th, 2018 • Bitauto Holdings LTD • Services-computer processing & data preparation • Hong Kong
SHARE SUBSCRIPTION AGREEMENT by and among BITAUTO HOLDINGS LIMITED, YIXIN CAPITAL LIMITED, DONGTING LAKE INVESTMENT LIMITED, JD FINANCIAL INVESTMENT LIMITED, and HAMMER CAPITAL MANAGEMENT LIMITED Dated as of January 9, 2015Share Subscription Agreement • April 20th, 2015 • Bitauto Holdings LTD • Services-computer processing & data preparation • Hong Kong
This Share Subscription Agreement (this “Agreement”) is made as of January 9, 2015, by and between Bitauto Holdings Limited, a company incorporated in the Cayman Islands (the “Key Holder”), Yixin Capital Limited, a company incorporated in the Cayman Islands (the “Company”), Dongting Lake Investment Limited, a company incorporated in the British Virgin Islands (the “Tencent Purchaser”), JD Financial Investment Limited, a company incorporated in the British Virgin Islands (the “JD Purchaser”, together with the Tencent Purchaser, the “Lead Purchasers”), and Hammer Capital Management Limited, a company incorporated in the British Virgin Islands (the “Hammer Purchaser” and, together with the Lead Purchasers, the “Purchasers”). The Purchasers, the Key Holder and the Company are each referred to herein as a “Party,” and collectively as the “Parties.”
Exclusive Option AgreementExclusive Option Agreement • April 20th, 2015 • Bitauto Holdings LTD • Services-computer processing & data preparation
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of April 20, 2015 in Beijing, the People’s Republic of China (“China” or the “PRC”):
Loan AgreementLoan Agreement • October 29th, 2010 • Bitauto Holdings LTD • Services-computer processing & data preparation
This Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of the — day of , in Beijing, China:
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • April 28th, 2016 • Bitauto Holdings LTD • Services-computer processing & data preparation
This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on February 15, 2015 in Beijing, the People’s Republic of China (“China” or the “PRC”).
Strategic Cooperation Agreement Between JD.com, Inc. And Bitauto Holdings Limited January 9, 2015Strategic Cooperation Agreement • April 20th, 2015 • Bitauto Holdings LTD • Services-computer processing & data preparation • Hong Kong
Registered address: Offshore Incorporations (Cayman) Limited, Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman KY1-1112, Cayman Islands
SUBSCRIPTION AGREEMENT dated as of January 9, 2015 among BITAUTO HOLDINGS LIMITED JD.COM GLOBAL INVESTMENT LIMITED JD.COM, INC. and DONGTING LAKE INVESTMENT LIMITEDSubscription Agreement • April 20th, 2015 • Bitauto Holdings LTD • Services-computer processing & data preparation • New York
WHEREAS, the Purchasers, desire to purchase, severally and not jointly, and the Company desires to sell certain ordinary shares (“Ordinary Shares”) of the Company to the Purchasers pursuant to the terms and conditions set forth in this Agreement;
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 29th, 2010 • Bitauto Holdings LTD • Services-computer processing & data preparation • New York
This Indemnification Agreement (the “Agreement”) is entered into as of , 2010 by and between Bitauto Holdings Limited, a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and the undersigned, a director and/or officer of the Company (“Indemnitee”).
CONTRIBUTION AGREEMENTContribution Agreement • April 27th, 2018 • Bitauto Holdings LTD • Services-computer processing & data preparation • Hong Kong
This Contribution Agreement (this “Agreement”) is made as of May 11, 2017, by and between Bitauto Holdings Limited, a company incorporated in the Cayman Islands (“Bitauto”), and Yixin Capital Limited, a company incorporated in the Cayman Islands (the “Company”). Bitauto and the Company are each referred to herein as a “Party,” and collectively as the “Parties.”
Amended and Restated Exclusive Option AgreementExclusive Option Agreement • April 27th, 2020 • Bitauto Holdings LTD • Services-computer processing & data preparation
This Amended and Restated Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of August 19, 2019 in Beijing, the People’s Republic of China (“China” or the “PRC”):
AMENDMENT TO SHARE SUBSCRIPTION AGREEMENTShare Subscription Agreement • April 27th, 2018 • Bitauto Holdings LTD • Services-computer processing & data preparation
This AMENDMENT to the Share Subscription Agreement (this “Amendment”) is made and entered into as of May 25, 2017 by and among Yixin Group Limited (formerly known as Yixin Capital Limited), an exempted company incorporated in the Cayman Islands (the “Company”), Bitauto Holdings Limited, an exempted company incorporated under the Laws of the Cayman Islands (the “Key Holder”), and Tencent Mobility Limited, a limited liability company incorporated under the Laws of Hong Kong (the “Purchaser”). Each of the Purchaser, the Company and the Key Holder is referred to herein as a “Party,” and collectively as the “Parties.” Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed thereto in the Subscription Agreement (as defined below).
AMENDMENT TO SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • October 29th, 2010 • Bitauto Holdings LTD • Services-computer processing & data preparation • Hong Kong
This Amendment to the Shareholders’ Agreement (as defined below) (the “Amendment”) is made and entered into as of October 28, 2010 (the “Effective Date”) by and among Bin Li, an individual, Weihai Qu, an individual (together with Bin Li, the “Principals”), Bitauto Holdings Limited, a company incorporated and existing under the laws of the Cayman Islands (the “Company”), NVCC Chinese New Stars I Partnership, LC Fund II, Authosis Capital Inc., DCM IV, L.P. and DCM Affiliates Fund IV, L.P., Huitung Investments (BVI) Limited, Georgian Pine Investments LP, Proudview Limited and Bertelsmann Asia Investments AG (collectively, the “Shareholders”) for the purpose of amending that certain Shareholders Agreement dated July 8, 2009 (the “Shareholders’ Agreement”) by and among the Principals, the Company and the Shareholders. Capitalized terms not defined herein shall have the meanings given to them in the Shareholders’ Agreement.
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • April 26th, 2013 • Bitauto Holdings LTD • Services-computer processing & data preparation
This Exclusive Business Cooperation Agreement (“this Agreement”) is made and entered into by and between the following Parties on April 30, 2010 in Beijing, the People’s Republic of China (“China” or “PRC”):
Loan AgreementLoan Agreement • April 26th, 2013 • Bitauto Holdings LTD • Services-computer processing & data preparation
This Loan Agreement (“this Agreement”) is made and entered into by and between the parties below as of April 30, 2010 in Beijing, the People’s Republic of China (“China”):
Loan AgreementLoan Agreement • April 28th, 2017 • Bitauto Holdings LTD • Services-computer processing & data preparation
This Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of March 31, 2009 in Beijing, China:
VOTING AGREEMENTVoting Agreement • April 27th, 2018 • Bitauto Holdings LTD • Services-computer processing & data preparation • Hong Kong
Each of Tencent, JD and Bitauto is referred to as a “Party” and collectively as the “Parties.” Each of Tencent and JD is referred to as an “Investor” and collectively as the “Investors.”
Share Pledge AgreementShare Pledge Agreement • October 29th, 2010 • Bitauto Holdings LTD • Services-computer processing & data preparation
This Share Pledge Agreement (this “Agreement”) has been executed by and among the following Parties on this ___ day of ______, in Beijing:
Exclusive Option Agreement*Exclusive Option Agreement • April 26th, 2013 • Bitauto Holdings LTD • Services-computer processing & data preparation
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the 31st day of March, 2009, in Beijing, China:
ContractBitauto Holdings LTD • August 31st, 2011 • Services-computer processing & data preparation
Portions of the referenced exhibit have been redacted. Confidential treatment has been requested with respect to certain portions of this exhibit. The redacted portions have been separately filed with the U.S. Securities and Exchange Commission.
Amended and Restated Equity Interest Pledge AgreementEquity Interest Pledge Agreement • April 27th, 2020 • Bitauto Holdings LTD • Services-computer processing & data preparation
This Amended and Restated Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on August 19, 2019 in Beijing, the People’s Republic of China (“China” or the “PRC”):
Equity Interest Pledge AgreementPledge Agreement • April 28th, 2017 • Bitauto Holdings LTD • Services-computer processing & data preparation
This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on February 19, 2016 in Beijing, the People’s Republic of China (“China” or the “PRC”):
